-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NBQLxFiHkrhonkb6+1K2EJaOYXxurl9GNYKx7ChA6rztV0y2ONri5KaIgUvVxJ5r fL3xDkT49ojyw+4JpSXjpg== 0000930661-02-000973.txt : 20020415 0000930661-02-000973.hdr.sgml : 20020415 ACCESSION NUMBER: 0000930661-02-000973 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 20 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCENTRA OPERATING CORP CENTRAL INDEX KEY: 0001098690 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 752822620 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15699 FILM NUMBER: 02594903 BUSINESS ADDRESS: STREET 1: 5080 SPECTRUM DRIVE STREET 2: SUITE-400 WEST TOWER CITY: ADDISON STATE: TX ZIP: 75001 BUSINESS PHONE: 9723648000 MAIL ADDRESS: STREET 1: 5080 SPECTRUM DRIVE STREET 2: SUITE-400 WEST TOWER CITY: ADDISON STATE: TX ZIP: 75001 10-K405 1 d10k405.txt FORM 10-K/405 (Y.E. 12/31/2001) ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 ---------- FORM 10-K Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2001 ---------- Commission File Number 001-15699 Concentra Operating Corporation (Exact name of Registrant as specified in its charter) Nevada 75-2822620 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5080 Spectrum Drive, Suite 400 W Addison, Texas 75001 (address of principal executive offices) (Zip Code) (972) 364-8000 (Registrant's telephone number, including area code) ---------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: 13% Series B Subordinated Notes Due 2009 Guarantees of Senior Subordinated Notes Due 2009 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of March 15, 2002, the Registrant had outstanding an aggregate of 1,000 shares of its common stock, $.01 par value. The Registrant is a wholly-owned subsidiary of Concentra Inc., a Delaware corporation, which, as of March 15, 2002, had 31,604,777 shares outstanding of its common stock, $.01 par value. DOCUMENTS INCORPORATED BY REFERENCE None ================================================================================ CONCENTRA OPERATING CORPORATION FORM 10-K Fiscal Year Ended December 31, 2001 INDEX

2 FORWARD-LOOKING INFORMATION This annual report includes "forward-looking statements" that are based on our current views and assumptions regarding future events, future business conditions and our outlook based on currently available information. These forward-looking statements include, in particular, the statements about our plans, strategies and prospects under the headings Item 1. "Business," including "Risk Factors" and Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations." Wherever possible, we have identified these forward-looking statements by words and phrases such as "anticipates," "plans," "believes," "estimates," "expects," "will be developed and implemented," and similar expressions. Although we believe that these forward-looking statements reasonably reflect our plans, intentions and expectations, we can give no assurance that we will achieve these plans, intentions or expectations. We caution readers not to place undue reliance on these forward-looking statements. They are subject to risks and uncertainties, and future events could cause our actual results, performance, or achievements to differ materially from those expressed in, or implied by, these statements. Certain important factors that could cause actual results to differ materially from the forward-looking statements we make in this annual report are identified in this annual report, including under the headings Item 1. "Business," including "Risk Factors," and Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations." These factors include: . the effects of general industry and economic conditions, including declines in nationwide employment levels and rates of workforce injuries; . the impact of the services provided by our competitors and the pricing of such services; . our ability to manage business growth and diversification and the effectiveness of our information systems and internal controls; . our ability to identify suitable acquisition candidates or joint venture relationships for expansion and to consummate such transactions on favorable terms; . our ability to integrate successfully the operations and information systems of acquired companies; . our ability to attract and retain qualified professionals and other employees; . the impact of changes in, and restrictions imposed by, legislative and administrative regulations affecting the workers' compensation, insurance and healthcare industries in general; . our ability to meet our debt, interest and operating lease payment obligations; . possible litigation and legal liability in the course of operations; . fluctuations in interest and tax rates; . shifts in customer demand for the services we provide; . increases in the costs at which we can obtain goods and services we require in order to operate our businesses; and . opportunities that others may present to us or that we may pursue, all of which are difficult to predict and beyond the control of management. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements and risk factors contained throughout this annual report. In light of these risks, uncertainties and assumptions, the forward-looking events we discuss in this annual report might not occur. Our forward-looking statements speak only as of the date made. Other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. PART I ITEM 1. BUSINESS A. General For purposes of this Report, Concentra Operating Corporation is referred to as "Concentra Operating" or the "Company," and Concentra Inc. is referred to as "Concentra Holding." Concentra(R), First Notice Systems(R), and Focus Healthcare Management(R) are registered service marks of Concentra Operating. On August 29, 1997, Concentra Holding, a Delaware corporation, was formed by the merger of CRA Managed Care, Inc., and OccuSystems, Inc. On August 17, 1999, Concentra Holding merged with Yankee Acquisition Corp., a corporation formed by Welsh, Carson, Anderson & Stowe VIII, L.P., a 14.9% holder of Concentra Holding, and 3 Concentra Holding contributed all of its operating assets and subsidiaries to Concentra Operating, a Nevada corporation. For further discussion of the background of Concentra Holding and Concentra Operating, see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview." We are the largest company dedicated primarily to providing healthcare management, network services and care management services to the workers' compensation market and a leading provider of these services to the auto insurance and disability insurance markets. We provide initial treatment for approximately 6% of workplace injuries in the United States and perform non-injury occupational healthcare services for approximately 130,000 local employers. We provide network services and care management services to approximately 3,000 customers across the United States and Canada, including most of the major underwriters of workers' compensation insurance, third-party administrators and self-insured employers. We are also the largest provider of out-of-network bill review services to the group health marketplace. We offer a continuum of healthcare-related services to employers, insurers and third-party administrators of all sizes. We typically do not assume risk of loss in connection with the services we provide. We are compensated for our services on a fee-for-service or percentage-of-savings basis. Less than 0.25% of our revenue is dependent on Medicare or Medicaid reimbursement. Our services reduce our customers' healthcare costs by: . efficiently managing the provision and delivery of appropriate medical care and the return-to-work process, thereby reducing the medical and non-medical costs associated with a claim; and . using sophisticated cost containment techniques to determine the proper pricing of care once it has been delivered. We believe that by both providing and managing care and delivering claims management services, we are in a unique position to provide comprehensive, integrated services on a bundled or unbundled basis to national or regional clients and local employers. In addition to the workers' compensation, occupational healthcare and group health markets, we also provide cost containment services to the auto insurance and disability insurance markets. In 2001, we generated revenue of $842.9 million. As healthcare costs continue to rise, we believe that payors will seek to increase the use of cost saving strategies, such as those we offer, to minimize these costs. Our comprehensive services are comprised of three distinct categories: . healthcare services; . network services; and . care management services. Healthcare Services We provide healthcare services through our network of 233 owned and managed, primary care occupational healthcare centers, located in 74 markets in 33 states as of March 15, 2002. As a primary starting point for the provision of care in the workers' compensation market, our occupational healthcare centers are designed to efficiently provide quality care to patients. Healthcare services include a full complement of injury care and physical therapy services for work-related injuries and illnesses, as well as other occupational healthcare services including physical examinations, substance abuse testing, job-specific return to work evaluations, and related loss prevention services. Network Services Network services comprise our businesses engaged in reviewing and repricing provider bills. Typically, we are compensated for these services based on the degree to which we achieve savings for our clients. Our network services include access to our specialized preferred provider organization, provider bill repricing and review, out-of-network bill review, and first report of injury services. These services are designed to monitor the timing and appropriateness of medical care, as well as to determine the proper pricing for that care. Network services are primarily provided to the workers' compensation market, except for out-of-network bill review services that we provide primarily to the group health market. We continue to expand our out-of-network bill review services to the workers' compensation and auto insurance markets. 4 Care Management Services Care management services are our professional services aimed at mitigating the cost of workers' compensation, auto, and disability claims through field case management, as well as through telephonic case management, independent medical examinations, and utilization management. As do our other services, care management services focus on monitoring the timing and appropriateness of medical care. Care management services are designed both to assist in maximizing medical improvement and, where appropriate, to expedite return to work. B. Industry Overview Occupational Healthcare Services Occupational healthcare services consist of two primary components: . workers' compensation injury care and related services; and . non-injury occupational healthcare services related to employer needs or statutory requirements. Occupational healthcare is largely provided by independent physicians, who have experienced increasing pressures in recent years from growing regulatory complexity and other factors, as well as hospital emergency departments and other urgent care providers. We anticipate that competition in the occupational healthcare market may continue to shift to specialized provider groups, such as groups we manage. Workers' Compensation Injury Care Workers' compensation is a state-mandated, comprehensive insurance program for work-related injuries and illnesses. Since their introduction in the early 1900s, workers' compensation programs have been adopted by all fifty states, the District of Columbia and Canada. In addition, federal statutes provide workers' compensation benefits for federal employees. Each state is responsible for implementing and regulating its own program. Consequently, workers' compensation benefits and arrangements vary on a state-by-state basis and are often highly complex. Workers' compensation legislation generally requires employers, directly, or indirectly through an insurance vehicle, to fund all of an employee's costs of medical treatment and related lost wages, legal fees and other costs associated with a work-related injury or illness. Typically, work-related maladies are broadly defined, and injured or ill employees are entitled to extensive benefits. Employers are required to provide first-dollar coverage with no co-payment or deductible due from the injured or ill employee, and, in many states, there is no lifetime limit on expenses. However, in exchange for providing this coverage for employees, employers are not subject to litigation by employees for benefits in excess of those provided pursuant to the relevant state statute. Employers provide this extensive benefits coverage, for both medical costs and lost wages, through the purchase of commercial insurance from private insurance companies, participation in state-run insurance funds or employer self-insurance. The basis upon which workers' compensation providers are compensated varies from state to state. As of December 31, 2001, 41 states have adopted fee schedules under which all healthcare providers are uniformly compensated. The fee schedules are set by each state and generally prescribe the maximum amounts that may be paid for a designated procedure. Of the 33 states in which we currently operate occupational healthcare centers, as of March 15, 2002, 25 have fee schedules. In states without fee schedules, healthcare providers are reimbursed based on usual, customary and reasonable fees charged in the particular state in which the services are provided. (These usual, customary and reasonable fees are commonly called "UCR".) Likewise, limits on an employee's right to choose a specific workers' compensation healthcare provider depend on the particular state statute. According to the Workers' Compensation Research Institute, as of May 2001, 45 states limited the employee's initial choice of provider; 2 states prohibited employee change of provider; and 45 states and the District of Columbia placed restrictions on the ability of all employees to switch providers, including provisions requiring employer approval for any changes. Generally, the employer will also have the ability to direct the employee when the employer is self-insured. It has been our experience that our results of operations and business prospects in a particular state do not materially differ as a result of state-to-state differences in the requirements regarding direction of care. We believe that employers greatly influence their employees' choices of physicians even in states in which the employees may select their own providers. 5 According to data published in the National Safety Council, 2001 Edition of Injury Facts, total workers' compensation costs to employers in the United States were estimated to be approximately $131.2 billion in 2000. Although the industry as a whole is fragmented with a large number of competitors in the various sub-segments of workers' compensation services, we believe that we are the only integrated provider offering a full range of healthcare management and cost containment services on a nationwide basis. The dollar amount of workers' compensation claims has increased significantly in recent years, resulting in escalating costs to employers. We believe that workers' compensation costs will continue to rise primarily because of: . broader definitions of work-related injuries and illnesses covered by workers' compensation laws; . the shifting of medical costs from group health plans to the workers' compensation system; . an aging work force; . the continued requirement that employers pay all of an employee's costs of medical treatment, without any co-payment or deductible, as well as related lost wages and non-medical costs; and . the under-utilization to date of comprehensive cost containment programs in the workers' compensation industry. As workers' compensation costs increase, we expect that employers will continue to seek and use strategies and programs to reduce workers' compensation costs and to improve worker productivity, health and safety. We believe that clients' use of our primary care healthcare services, focusing on proactively managing each injury episode and encouraging early return to work, as appropriate, can result in substantial savings in indemnity and medical costs. Non-Injury Healthcare Services Non-injury occupational healthcare services include: . employment-related physical examinations; . drug and alcohol testing; . functional capacity testing; and . other related programs designed to meet specific employer needs. Non-injury healthcare services also include programs to assist employers in complying with a growing list of federal and state requirements, including hearing conservation programs, toxic chemical exposure surveillance and monitoring programs, and Department of Transportation and Federal Aviation Administration-mandated physical examinations. Federal laws governing health issues in the workplace, including the Americans with Disabilities Act, have increased employers' demand for healthcare professionals who are experts in the delivery of these services. Network Services and Care Management Services Network services and care management services are intended to control the cost of healthcare and to measure the performance of healthcare providers. These goals are accomplished through intervention and through on-going review of proposed services and of services actually provided. Healthcare companies and insurance companies originally developed managed care techniques to stem the rising costs of group healthcare. Workers' Compensation Network Services and Care Management Services Historically, employers were slow to apply managed care techniques to workers' compensation, primarily because total costs are relatively small compared to those associated with group health benefits and because state-by-state regulations related to workers' compensation are more complex than those related to group health. However, in recent years, employers and insurance carriers have increased their focus on applying managed care techniques to control their workers' compensation costs. A number of states have adopted legislation encouraging the use of workers' compensation managed care organizations in an effort to allow employers to control their workers' compensation costs. Managed care organization laws generally provide employers an opportunity to channel injured employees into provider networks. In certain states, managed care organization laws require licensed managed care organizations to offer certain specified services, such as utilization management, case management, peer review and provider bill repricing and 6 review. Most of the managed care organization laws adopted to date establish a framework within which a company such as ours can provide its customers a full range of managed care services for greater cost control. Because workers' compensation benefits are mandated by law and are subject to extensive regulation, payors and employers do not have the same flexibility to alter benefits as they have with other health benefit programs. In addition, workers' compensation programs vary from state to state, making it difficult for payors and multi-state employers to adopt uniform policies to administer, manage and control the costs of benefits. As a result, managing the cost of workers' compensation requires approaches that are tailored to the specific state regulatory environment in which the employer operates. Workers' compensation cost containment services fall into two broad categories: . network services; and . care management services. Network Services Network services are designed to reduce the cost of workers' compensation claims through a variety of techniques such as: . first report of injury; . precertification and concurrent review; . both in-network and out-of-network bill review; and . preferred provider organization network access. Care Management Services Care management services involve: . working on a one-on-one basis with injured employees; and . facilitating communication among an injured employee's various healthcare professionals, employers and insurance company adjusters. Care management services are designed both to assist in maximizing medical improvement and, where appropriate, to expedite return to work through several techniques: . field case management; . telephonic case management; . independent medical examinations; and . utilization management. Auto Insurance Network Services The automobile insurance industry, like the workers' compensation industry, is regulated on a state-by-state basis. Although regulatory approval is not required for us to offer many of our network and care management services, state regulatory approval is sometimes required in order to offer automobile insurers' products that permit them to direct claimants into a network of medical providers or require precertification of medical treatment. It is relatively recent that the auto insurance market has provided legislative support of network services. However, in states that have adopted auto managed care legislation, direction of care to designated providers of treatment and regulated utilization review programs have lowered the costs of "personal injury protection" coverage. We are pursuing auto-related business using network cost management strategies in those states that permit such programs. Group Health Network and Out of Network Services According to information from the Centers for Medicare and Medicaid Services, Office of the Actuary, private health insurance expenditures for personal health care were estimated to total approximately $390.7 billion in 2000. 7 All healthcare payors have out-of-network exposure due to healthcare claims that are outside their geographic coverage area or their network of providers, either because of an insured person's choice of providers or as a result of geographic circumstances where the insured does not have local access to contracted providers. Out-of-network healthcare claims expose payors to a greater incidence of over-utilization, cost shifting, omission of appropriate discounts and possible billing errors than do in-network claims. Out-of-network bill review service providers produce savings for their clients by analyzing these out-of-network medical claims and, through a variety of methods, reducing the costs which otherwise would be payable. These methods include professional negotiation, line item analysis, specialized audit and bill review processes, and broader access to preferred provider networks with greater geographic coverage. C. Our Business Strategy Our primary business strategy involves developing and offering services which enable employers, insurance companies and third party medical claim administrators to improve the medical outcomes of individuals they insure and to lower the medical costs and duration associated with their cases. We intend to focus our business on improving the efficiency of healthcare services, particularly in the workers compensation, auto, disability, and group health marketplaces. We will strive to accomplish this by relying on the experience we have in treating specific types of workplace injuries and illnesses to develop targeted medical outcomes and to measure the appropriate amount of medical costs and case duration that should be expected in connection with certain classes of medical claims. More specifically, our strategy will be to improve medical outcomes and lower claims costs by: (i) increasing market penetration of early intervention services such as healthcare services, first report of injury and telephonic case management, (ii) increasing market penetration of out-of-network bill review services to the group health, workers' compensation and auto insurance markets, (iii) streamlining patient care, outcomes reporting and claims resolution through enhanced information technology, (iv) continuing to acquire and develop occupational healthcare centers and expand healthcare network services by developing direct affiliations with primary care physicians, specialists, hospitals and other ancillary providers and (v) capitalizing on our national organization and local market presence to win new customers and to increase cross-selling of services to existing accounts. We will seek to implement this strategy as follows: Increase Market Penetration of Early Intervention Services We intend to increase our development and marketing of early intervention services, such as access to our network of occupational healthcare centers and other providers in our preferred provider organization ("PPO") network, first report of injury, precertification, and telephonic case management. Early intervention enables us to identify promptly cases that have the potential to result in significant expense and to take appropriate measures to control these expenses before they are incurred. In addition, we believe that providing early intervention services generally results in our obtaining earlier access to claims files. Such earlier access improves our opportunity to provide the full range of our healthcare management and cost containment services, which should result in lowering the total costs of the claim. Increase Market Penetration of Out-of-Network Bill Review Services We will further expand our reach into the group health marketplace by offering new and existing customers comprehensive retrospective bill review services, including expanded PPO network access, to assist customers in containing costs related to out-of-network group health medical charges. We are the market leader in this line of business and are expanding our services into the workers' compensation market and auto insurance market in states that do not have established fee schedules. We believe that expansion in these areas represents a significant opportunity for us in the future. Streamline Patient Care, Outcomes Reporting and Claims Resolution Through Enhanced Information Technology Our ongoing development of enhanced information technology will strengthen our ability to provide a full continuum of integrated services to our customers. We will continue to develop our information systems to make more effective use of our extensive proprietary knowledge base relating to workplace injuries, treatment protocols, outcomes data and the workers' compensation system's complex web of regulations. These enhanced information systems will enable us to streamline patient care and outcomes reporting, thus augmenting our ability to furnish 8 high-quality, efficient healthcare services in compliance with the regulations governing healthcare services. Further, we believe we can more efficiently process bill review and field case management claims through the use of enhanced information technology, and we will continue to devote resources to improving such systems. Continue to Acquire and Develop Occupational Healthcare Centers and Expand Healthcare Network Services We estimate that there are more than 2,000 healthcare centers in the United States in which physicians who specialize in occupational medicine are providing occupational healthcare services. We will continue to acquire and develop occupational healthcare centers in new and existing markets and will continue to organize our occupational healthcare centers in each market into clusters to serve employers, payors and workers more effectively, to leverage management and other resources and to facilitate the development of integrated networks of affiliated physicians and other healthcare providers. In addition, we will develop occupational healthcare centers in new markets and within existing markets through joint ventures and management agreements. Finally, through our subsidiary, Focus Healthcare Management, Inc. ("Focus"), we will continue to expand our vertically-integrated PPO networks of specialists, hospitals and other healthcare providers. These networks, and our occupational healthcare centers, are designed to provide quality care to patients, while reducing total costs to employers and insurers. Capitalize on National Organization and Local Market Presence to Win New Customers and to Increase Cross-Selling of Services to Existing Accounts We believe that national and regional insurance carriers and self-insured employers will benefit greatly from our ability to provide a full continuum of healthcare management and cost containment services on a nationwide basis. We offer these large payors a comprehensive solution to their healthcare management and cost containment needs from a service provider that is adept at understanding and working with many different and complex state legislative environments. Our national organization of local service locations enables us to meet the needs of these large, national payors while maintaining the local market presence necessary to monitor changes in state-specific regulations and to facilitate case resolution through locally provided managed care services. Our national marketing personnel will continue to target these large payors to expand our customer base. In addition, we are well-positioned to capitalize on the relationships developed through our broad-based national and local marketing efforts by cross-selling our full continuum of healthcare management and cost containment services to our existing customer base. D. Services and Operations The workers' compensation, auto insurance, disability insurance and group health markets represent a significant opportunity for the full range of our healthcare management and cost containment services. In each of these markets, insurance companies, self-insured employers and/or third party administrators have a need for our services as they continue to try to control their rising healthcare costs. Healthcare Services Occupational Healthcare Centers Our 233 primary care occupational healthcare centers at March 15, 2002, provide treatment for: . work-related injuries and illnesses; . physical therapy and certain diagnostic testing in connection with work-related injuries; . employment-related physical examinations and evaluations; . drug and alcohol testing . functional capacity testing; and . various other employer-requested or government-mandated occupational health services designed to meet specific employer needs. During 2001, approximately 50.0% of all patient visits to our centers were for the treatment of injuries or illnesses and 50.0% were for non-injury occupational healthcare services. Each occupational healthcare center is staffed with at least one licensed physician and at least one licensed physical therapist who are employees of a physician association with which we are affiliated (a "physician group"). The licensed physicians are generally experienced in occupational medicine or have emergency, family practice, internal medicine or general medicine backgrounds. Most centers use a staff of between 10 and 15 full-time persons, 9 or their part-time equivalents, including licensed physicians, nurses, licensed physical therapists and administrative support personnel. Physician and physical therapy services are provided at the centers under management agreements with the physician groups. The physician groups are independently organized professional corporations that hire licensed physicians, physical therapists and other healthcare providers to provide healthcare services to the centers' patients. The management agreements between us and the physician groups have 40-year terms. Pursuant to each management agreement, we provide a wide array of business services to the physician groups, such as: . providing non-medical support personnel; . practice and facilities management; . billing and collections; . accounting; . tax and financial management; . human resource management; . risk management; and . marketing and information-based services, such as process management and outcome analysis. As another service to the physician groups, we recruit physicians, nurses, physical therapists and other healthcare providers. We collect receivables on behalf of the physician groups and advance funds for payment of each physician group's expenses, including salaries, shortly after services are rendered to patients. We receive a management fee based on all services performed at the centers. The management fee is subject to renegotiation and may be adjusted from time to time to reflect industry practice, business conditions and actual expenses for contractual allowances and bad debts. We provide services to the physician groups as independent contractors and are responsible only for the non-medical aspects of the physician groups' practices. The physician groups retain sole responsibility for all medical decisions, including the hiring of medical personnel. The physician groups operate in accordance with annual budgets. We consult with the physician groups to aid in establishing their budgets. The management agreements between the physician groups and our company provide that in no event shall we have any obligation to supply working capital out of our funds for the physician groups or their operations. Accordingly, we retain sole discretion over the decision to advance funds to the physician groups and the amount of any such advances. Because we own and operate the non-medical aspects of the occupational healthcare centers, we also retain ultimate authority to determine the type of equipment used in the centers and other fiscal matters with respect to the operation of the centers. Individual physicians who perform services pursuant to contracts with a physician group are employees of the physician group. The physicians providing services for the physician groups do not maintain other practices. All of the owners of the physicians group are physicians. It is the responsibility of the owners of the physician group to hire and manage all physicians associated with the physician group and to develop operating policies and procedures and professional standards and controls. Under each management agreement, the physician group indemnifies us from any loss or expense arising from acts or omissions of the physician group or our professionals or other personnel, including claims for malpractice. For further discussion, see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview." Joint Ventures and Management Agreements We develop clusters of occupational healthcare centers in new and existing geographic markets through the acquisition and development of occupational healthcare centers. In selected markets in which a hospital management company, hospital system or other healthcare provider has a significant presence, we may focus our expansion efforts on strategic joint ventures or management agreements. In our joint venture relationships, we typically acquire a majority ownership interest in the venture and agree to manage the venture for a management fee based on net revenue. We currently manage 12 joint ventures through which we operate 32 centers. In addition, we have entered into three management agreements through which we operate six centers. Other Ancillary Programs We offer other ancillary programs as described below. It has been our experience that offering a full range of programs to complement our core healthcare management services strengthens our relationships with existing clients 10 and increases the likelihood of attracting new clients. We anticipate expanding our ancillary programs as needed to address occupational healthcare legislation and regulations enacted in the future. Compliance with the Americans with Disabilities Act. The Americans with ---------------------------------------------------- Disabilities Act is a federal statute that generally prohibits employers from discriminating against qualified disabled individuals in the areas of the job application process, hiring, discharge, compensation and job training. The Americans with Disabilities Act now applies to all employers with 15 or more employees. Through our "ADApt Program," we assist employers with Americans with Disabilities Act compliance issues by addressing the Americans with Disabilities Act requirements relating to job descriptions, pre-placement physical examinations, analysis, compliance and confidentiality of applicant/employee information. The "ADApt Program" helps employers adapt their hiring and termination procedures, job descriptions and injury/illness management programs in order to comply with Americans with Disabilities Act guidelines. Risk Assessment and Injury Prevention Programs. We assist clients in ----------------------------------------------- reducing workplace injuries and illnesses by providing ongoing educational programs for our clients, as well as through our on-site risk assessment and injury prevention programs. These programs include: . identifying workplace hazards; . designing plant-specific safety programs; and . helping clients comply with federal and state occupational health regulations. On-site Services. We provide on-site occupational healthcare services for ----------------- employers at the employer's workplace. Our staffing and services are customized to meet each employer's specific needs. On-site services create a strategic relationship with employers to provide an innovative and comprehensive approach to job-related healthcare needs. In addition to providing primary care, on-site services assist employers in maintaining regulatory compliance, promoting health and safety initiatives, and reducing costs associated with workers' compensation. Revenue from healthcare services represented approximately 50.9% of our total revenue for 2001, 53.1% for 2000, and 48.4% for 1999. Network Services We provide a number of network services focused directly on helping to reduce the medical and indemnity costs associated with workers' compensation and the medical costs associated with group health, auto and disability claims. These services include: . provider bill repricing and review; . preferred provider organization network access; . first report of injury services; and . out-of-network bill review. We offer our services separately or on a bundled basis as a full-service cost containment program, beginning with the first report of injury and including all services needed to aggressively manage the costs associated with a work-related injury. Our comprehensive approach to managing workers' compensation costs serves the needs of a broad range of clients, from local adjusters to national accounts. In addition to providing network services for work-related injuries and illnesses, we also provide out-of-network bill review services to the group health market and network services to payors of automobile accident medical claims and disability insurance claims. We believe that the demand for our network services will continue to increase due to a number of factors, including: . greater payor awareness of the availability of these techniques for controlling the cost of medical claims; . the effectiveness of fee negotiation and other bill review techniques at reducing costs for group health insurance plans; . the verifiable nature of the savings that can be obtained by application of cost containment techniques applicable to workers' compensation; and . the broad applicability of these techniques to all injured employees, not just severely injured employees likely to be absent from work. 11 Provider Bill Repricing and Review We review and reduce our customers' medical bills, including hospital bills, to either the various state-mandated fee schedules for workers' compensation claims or a percentage of the usual, customary and reasonable rates that exist in non-fee schedule states. Additionally, this automated bill review service enables clients to access certain preferred provider organization pricing schedules that represent additional savings below the fee schedules or UCR rates. The savings to our clients as a result of this service can be significant. Bill review also creates an important historical database for provider practice patterns and managed care provider compliance requirements. Access to Preferred Provider Networks Through our subsidiaries, Focus, and Metra Comp, Inc. ("MetraComp"), we provide our clients with access to national PPO networks. These networks provide injured workers with access to quality medical care at pre-negotiated discounts, thereby offering our clients the ability to influence, or in certain states to direct, their employees into a preferred provider organization network as a means of managing their work-related claims. In addition to providing a vehicle for managing the delivery of appropriate care by qualified providers, the discounts associated with these preferred provider organization arrangements generate additional savings through the retrospective bill review program described above. As of December 31, 2001, our national PPO networks included approximately 341,400 individual providers and over 3,800 hospitals covering 50 states and the District of Columbia. First Report of Injury Through our subsidiary, First Notice Systems, Inc. ("First Notice"), we provide a computerized first report of injury/loss reporting service using two centralized national call centers to which an individual, employer or insurance company claims adjuster communicates reports of injuries or losses as soon as they occur. First Notice provides its services primarily to the auto industry for first notice of loss reporting and to workers' compensation carriers for first report of injuries, as well as to property and casualty carriers that write both auto and workers' compensation insurance. For injuries, each report is electronically transferred or mailed to the state agency, the employer and the insurance company. This service assists in the timely preparation and distribution of state-mandated injury reports, provides us and our customers with an early intervention tool to maximize control over workers' compensation and auto claims and also provides us with cross-selling and referral opportunities. Out-of-Network Bill Review We continue to expand our market presence in out-of-network bill review services. We believe that we are the market leader in this line of business in the group health market. In connection with our provider bill repricing and review services and PPO services, we are also expanding our services into the workers' compensation market in states that do not have established fee schedules and into the auto insurance market where appropriate. We use a variety of techniques to reduce expenses by repricing hospital and other providers' bills and reducing the administrative expense associated with reviewing and analyzing medical bills. Our services include: . professional fee negotiation; . line-item analysis; . post-payment services; . other specialized audit and bill review processes; and . access to a preferred provider organization network with broader geographic coverage than otherwise available to its clients. We provide out-of-network bill review services to healthcare payors in most risk categories, including: . indemnity; . preferred provider organization; . health maintenance organization; . self insured plans under the Employee Retirement Income Security Act of 1974 ("ERISA"); . Taft-Hartley Plans; . reinsurance carriers; and 12 . intermediaries such as administrative services organizations and third-party administrators. We are the largest provider of these specific services in the managed care industry and specialize in out-of-area and non-network cost management services that reduce exposure to: . over-use; . upcoding; . cost shifting; . various forms of revenue enhancement tactics; and . inflated retail charge practices. The current technology we employ is designed to: . review most provider bill types; . employ multiple transmission methods to aid the exchange of bill data; . use various database technologies as part of the bill screening process; . score each bill referred based on the individual service requirements of each client group; and . route each bill to the most appropriate bill review service included in our range of cost containment services. Through our recent acquisition of HealthNetwork Systems, LLC, we now offer additional PPO network management and bill re-pricing services to large health plans. We have also experienced significant growth in our post-payment services area, where we audit paid healthcare claims and determine the appropriateness of those payments based upon various criteria such as primary and secondary diagnosis, primary and secondary payor liability, reimbursement and coding methodology, and the application of contracted discounts. We audit paid claims up to 24 months in the post-payment cycle and offer refund collection services to recover overpayments. Revenue from network services represented approximately 22.0% of our total revenue for 2001, 21.6% for 2000, and 23.2% for 1999. Auto Insurance Network Services We offer an integrated service to the automobile insurance market that, where permitted by law, includes the direction of automobile accident victims into networks of medical providers. We currently offer a fully-integrated service in two states and offer voluntary network access in several other states. Our program has produced significant savings for our insurance company clients. Services offered to the automobile insurance market include precertification, telephonic case management, direction of injured persons into specialized PPO networks, medical bill review, independent medical evaluations and field case management. Care Management Services Our care management services are our professional services aimed at mitigating the cost of workers' compensation, auto, and disability claims. As do our other services, care management services focus on monitoring the timing and appropriateness of medical care. Care management services are designed both to assist in maximizing medical improvement and, where appropriate, to expedite return to work. Our care management services include: . field case management; . telephonic case management; . independent medical examinations; . utilization management, precertification, and concurrent review; and . peer reviews. Field Case Management We provide field case management services to the workers' compensation insurance industry through case managers working at the local level on a one-on-one basis with injured employees and their various healthcare 13 professionals, employers and insurance company adjusters. Our services are designed to assist in maximizing medical improvement and, where appropriate, to expedite employees' return to work through medical management and vocational rehabilitation services. Our field case management services consist of one-on-one management of work-related injuries by our case managers, who are located in 50 states, the District of Columbia, and Canada. Field case management typically involves a work-related injury or illness with a significant potential or actual amount of lost work time or a catastrophic injury that requires detailed management of the type we provide. Our field case managers specialize in expediting the injured employee's return to work through both medical management and vocational rehabilitation. Medical management services provided by our field case managers include coordinating the efforts of all the healthcare professionals involved and increasing the effectiveness of the care being provided by encouraging compliance and active participation on the part of the injured worker. Vocational rehabilitation services include job analysis, work capacity assessments, labor market assessments, job placement assistance and return to work coordination. Telephonic Case Management Telephonic case management consists of short-duration (30 to 90 days) telephonic management of workers' compensation claims. Our telephonic case management units: . accept first reports of injury; . negotiate discounts with hospitals and other providers; . identify care alternatives; and . work with injured employees to minimize lost time on the job. Each of our telephonic case management units is overseen by nurses who are experienced in medical case management. Our telephonic case management units represent an important component of early intervention and help to promptly identify cases that require our field case management services. Independent Medical Examinations Independent medical examinations evaluate and assess the extent and nature of an employee's injury or illness. We provide our clients with access to independent physicians who perform independent medical examinations from 44 of our service locations and, upon completion, prepare reports describing their findings. Utilization Management: Precertification and Concurrent Review Clients use our precertification and concurrent review services to ensure that specified medical procedures are precertified by one of our registered nurses and/or physicians for medical necessity and appropriateness of treatment before the medical procedure is performed. Our determinations represent only recommendations to the client. The ultimate decision to approve or disapprove a request is made by the client's claims adjuster. Precertification calls are made by either the claimant or the provider to one of our national utilization management reporting units. After a treatment plan has been precertified, one of our employees performs a follow-up call and concurrent review, at the end of an approved time period, to evaluate compliance and/or discuss alternative plans. Peer Reviews Peer review services consist of the review of medical files by a physician, therapist, chiropractor or other healthcare provider who confirms that the care being provided appears to be necessary and appropriate. The reviewer does not meet with the patient, but merely reviews the file as presented. We believe that the following factors will contribute to continued growth of our care management services: . increased acceptance of care management techniques due to greater exposure to the workers' compensation managed care market; . earlier identification of individuals in need of care management services due to increased utilization of our cost containment services, particularly early intervention services such as telephonic case management; . increased market share at the expense of smaller, undercapitalized competitors; and 14 . the ability to access national accounts for use of care management services. Revenue from care management services represented approximately 27.1% of our total revenue for 2001, 25.2% for 2000, and 28.4% for 1999. E. Customers Our occupational healthcare centers currently serve approximately 100,000 local employers. We serve more than 3,000 network services and care management customers across the United States and Canada, including most major underwriters of workers' compensation insurance, third-party administrators and self-insured employers. We are compensated for our services primarily on a fee-for-service or percentage-of-savings basis. Our largest customer represented less than 5% of our total revenue in 2001. We have not entered into written agreements with most of our healthcare services customers. Many of our network services and care management relationships are based on written agreements. However, either we or the customer can terminate most of these agreements on short notice and without penalty. We typically do not assume risk of loss in connection with the services we provide. We have no capitated arrangements. Less than 0.25% of our revenue is dependent on Medicare or Medicaid reimbursement. F. Sales and Marketing We market our products and services to the insurance and healthcare industries, primarily in the area of worker's compensation and occupational healthcare. We also market products and services designed specifically for group health, automobile insurance and disability insurance. Our marketing and sales strategy is focused on marketing these products and services to the national and regional levels of large insurance companies and third-party administrator accounts, as well as self-insured corporations. Our direct sales force of over 400 people supports the national effort by selling our products and services at the local level through insurance company adjusters, third party administrators and employers. The direct sales force is a key component of our strategy because of the customer decision-making authority that resides at the local level and relationship-driven nature of that portion of the business. Another key component of our sales force is the national account sales team, which is focused on selling our integrated services to major strategic accounts. As part of our marketing and sales strategy, we also conduct marketing, clinical and outcomes based research. This research has been published in key medical journals. We also provide quantitative measurement demonstrating medical outcomes and cost savings from using our integrated system of products and services. G. Quality Assurance and Corporate Compliance Program We routinely use internal audits to test the quality of our delivery of services. We conduct audits of compliance with special instructions, completion of activities in a timely fashion, quality of reporting, identification of savings, accuracy of billing and professionalism in contacts with healthcare providers. We conduct audits on a nationwide basis for particular customers or on a local office basis by selecting random files for review. We generate detailed reports outlining the audit findings and providing specific recommendations for service delivery improvements. When appropriate, we conduct follow-up audits to ensure that recommendations from the initial audit have been implemented. We have a comprehensive, company-wide compliance program. Our compliance program provides for: . the appointment of a compliance officer and committee; . adoption and periodic review of ethics and business conduct policies; . employee education and training; . implementation of an internal system for reporting concerns; . ongoing auditing and monitoring programs, including periodic (at least annual) risk assessments and reviews; . a means for enforcing the compliance program policies; and . periodic reporting to and oversight by the Board of Directors and the Audit and Compliance Committee of the Board of Directors. 15 H. Competition Healthcare Services The market to provide healthcare services within the workers' compensation system is highly fragmented and competitive. Our competitors typically have been independent physicians, hospital emergency departments and other urgent care providers. We believe that, as integrated networks continue to be developed, our competitors will increasingly consist of specialized provider groups, such as groups we manage. We believe that we compete effectively because of: . our specialization in the workers' compensation and occupational healthcare industry; . our broad knowledge and expertise in this industry; . the effectiveness of our services as measured by favorable outcomes; . our ability to offer services in multiple markets; and . our information systems. We believe that we enjoy a competitive advantage by specializing in and focusing on occupational healthcare at the primary care provider level, which, as the entry point into the occupational healthcare system, is well-suited to controlling the total costs of a claim. We do not believe that any other company offers the full range of services we provide. The recruiting of physicians, physical therapists, nurses and other healthcare providers can be competitive. However, our recruiting becomes easier as we grow and become more widely known by healthcare providers. Network Services and Care Management Services The market for our network services and care management services is fragmented, with a large number of competitors. We compete with numerous companies, including national managed care providers, smaller independent providers, and insurance companies. Our primary competitors are companies that offer one or more workers' compensation managed care services on a national basis. We also compete with many smaller companies that generally provide unbundled services on a local level where such companies often have a relationship with a local adjuster. In addition, several large workers' compensation insurance carriers offer managed care services for their insurance customers either through the insurance carrier's own personnel or by outsourcing various services to providers such as us. We believe that this competitive environment will continue into the foreseeable future. We believe that we compete effectively because of: . our specialized knowledge and expertise in the workers' compensation managed care services industry; . the effectiveness of our services; . our ability to offer a full range of services in multiple markets throughout the United States; . our information systems; and . the prices at which we offer our services. I. Information Systems and Technology We maintain a fundamental commitment to the development and implementation of advanced information technology, with a considerable focus on web-based applications. We believe that our information systems enable us to improve referrals among our full range of services, streamline patient care and enhance outcomes reporting. Therefore, we believe that our information systems make our operations more efficient while improving our ability to demonstrate the cost savings our services provide to our clients. The backbone of our platform is a wide area network ("WAN") in each market in which we provide healthcare services. All occupational healthcare centers in a market use a patient administration system, named "OccuSource," which runs on a client/server architecture allowing each center to access and share a common database for that market. The database contains employer protocols, patient records and other information regarding our operations in the market. The WAN allows the centers in the market to share information and thereby improve center and physician efficiencies and enhance customer service. We have created a centralized repository of company data to 16 be used, among other things, for clinical outcomes analysis. We believe that our commitment to continued development of our healthcare information system provides a unique and sustainable competitive advantage within the occupational healthcare industry. In 2001, we implemented a new application for our physicians using wireless, touchscreen handheld devices in all of our clinics. This technology allows our providers to move seamlessly between patient care episodes. In real time, the physician is creating and approving clinical notes using a knowledge based system which reduces the time for patient processing and bill creation. Based on the success of the physician project, during 2002 we will rollout a similar application to the physical therapists in all of our clinics. We have developed and licensed to third parties an Internet-based first notice of loss reporting system for all lines of insurance named "ClaimCapture". The application extends our call center technology through the Internet, enabling users to report first notices of loss, as well as providing the user with immediate access to customized networks and routing to appropriate and qualified healthcare providers. "ClaimCapture" can be accessed through hyperlinks on customers' web pages. This application enhances both internal integration and customer communication and creates an effective platform for our First Notice subsidiary to handle calls with greater speed and efficiency. Our CMAdvantage case management software aids and speeds up the daily tasks of our case managers, allowing them to devote more time to consistent delivery of quality service. This software allows immediate exchange of information among our offices, as well as among employees in the same office. CMAdvantage is integrated with the "ClaimCapture" web-based product to enable a clear, precise and immediate transmission of data from First Notice into the case management system. CMAdvantage allows for shared data in situations in which multiple case managers are working on a case, creates better customer access to information and allows us to produce specific, user-friendly reports to demonstrate the value of our services. CMConnect is an extra-net portal which has been added to CMAdvantage in 2001. It allows our customers to give us online referrals and check on case management progress in real time over a fully secured Internet browser connection. Claimsight is a similar extranet portal which provides the same functionality for our independent medical examinations customers. National Healthcare Resources, Inc. ("NHR"), a company we acquired in November 2001, developed and implemented Claimsight in 2001, and we are implementing it for our independent medical examinations business. The field case management portion of our care management services is undergoing a major technology initiative that we believe will streamline operations and enable significant business process improvement. This technology is based on a professional services automation product integrated with handheld personal digital devices (known as "PDAs") which will be deployed to all of our field case managers. Numerous redundant, non-value added activities will be eliminated, service delivery expectations for billing to customer contracts will be automated, and management performance information will be collected/reported on a daily basis. Our subsidiary, Concentra Preferred Systems, Inc. ("CPS") uses our proprietary, technology-based Healthcare Bill Management System for our out-of-network medical claims review services. This system now uses Oracle and a front-end browser. Client bills are accessed and entered into the Healthcare Bill Management System in a variety of ways, including electronic bill identification within the client's claim adjudication system with subsequent electronic data interchange ("EDI") transfer to CPS, entry of appropriate bills into a customized Data Access Point system, on-site bill entry by a CPS employee into the Data Access Point system, and overnight mail or facsimile of client bills to a CPS service center. These access strategies are designed to increase the number of appropriate bills that CPS receives, while minimizing the administrative cost to the client. Once a bill is electronically or manually entered into the Healthcare Bill Management System, the bill is evaluated against CPS's licensed and proprietary databases that are designed to identify instances of cost shifting, improper coding and utilization and pricing issues. Following analysis of the bill, it passes through CPS's client preference profile that is created at the time of CPS's initial engagement with the client. The Healthcare Bill Management System then evaluates the compatibility of the service with the greatest expected savings with the service requirements of the client and electronically sends the bill for processing to the appropriate CPS service department. We are in the process of integrating and rationalizing our expanded portfolio of systems for our network services and care management services businesses as a result of our November 2001 acquisition of NHR. Our 17 objective is to select the best of our available systems for each business area. We will consolidate operations in the selected technology and phase out the other systems. Also, as a result of this acquisition, we are in the process of implementing the Claimsight system for our independent medical examinations business and of developing a new, state-of-the-art technology platform for our auto insurance network services business (the "WebReprice" system). Implementation of both browser-based systems will begin in 2002 will rollout for all operational locations continuing in 2003. Our November 2001 acquisition of HealthNetwork Systems, L.L.C. ("HNS") added an outsourcing system for PPO/HMO network management, along with integrated non-network bill review identification and management. HNS systems are based on state-of-the-art browser technology and were implemented in 2001. The final phase of development to automate clerical activities within HNS operations is scheduled for completion during 2002. J. Government Regulation General As a provider of healthcare services, network services, and care management services, we are subject to extensive and increasing regulation by a number of governmental entities at the federal, state and local levels. We are also subject to laws and regulations relating to business corporations in general. In recent years, Congress and state legislatures have introduced an increasing number of proposals to make significant changes in the healthcare system. Changes in law and regulatory interpretations could reduce our revenue and profitability. Laws and regulations affecting our operations fall into four general categories: . laws that regulate the provision of workers' compensation healthcare services or the provision of cost containment services; . laws regarding the provision of healthcare services generally; . laws regulating the operation of provider networks; and . other laws and regulations of general applicability. Workers' Compensation Laws and Regulations In performing workers' compensation healthcare services and cost containment services, we must comply with state workers' compensation laws. Workers' compensation laws require employers to assume financial responsibility for medical costs, lost wages and related legal costs of work-related illnesses and injuries. These laws establish the rights of workers to receive benefits and to appeal benefit denials. Workers' compensation laws generally prohibit charging medical co-payments or deductibles to employees. In addition, certain states restrict employers' rights to select healthcare providers and establish maximum fee levels for the treatment of injured workers. Many states are considering or have enacted legislation reforming their workers' compensation laws. These reforms generally give employers greater control over who will provide healthcare services to their employees and where those services will be provided and attempt to contain medical costs associated with workers' compensation claims. At present, 25 of the states in which we do business have implemented treatment-specific fee schedules that set maximum reimbursement levels for our healthcare services. Of the states in which we do business, eight states provide for a "reasonableness" review of medical costs paid or reimbursed by workers' compensation. When not governed by a fee schedule, we adjust our charges to the usual, customary and reasonable levels accepted by the payor. Many states, including a number of those in which we transact business, have licensing and other regulatory requirements that apply to our network services and care management businesses. Approximately half of the states have enacted laws that require licensing of businesses that provide medical review services, such as ours. Some of these laws apply to medical review of care covered by workers' compensation. These laws typically establish minimum standards for qualifications of personnel, confidentiality, internal quality control and dispute resolution procedures. In addition, laws regulating the operation of managed care provider networks have been adopted by a number of states. These laws apply to managed care provider networks having contracts with us and, in some states, to provider networks that we have organized and may organize in the future. To the extent that we are governed by these regulations, we may be subject to additional licensing requirements, financial oversight and procedural standards for beneficiaries and providers. 18 Corporate Practice of Medicine and Other Laws Most states limit the practice of medicine to licensed individuals or professional organizations comprised of licensed individuals. Many states also limit the scope of business relationships between business entities such as ours and licensed professionals and professional corporations, particularly with respect to fee-splitting between physicians and non-physicians. Laws and regulations relating to the practice of medicine, fee-splitting and similar issues vary widely from state to state, are often vague, and are seldom interpreted by courts or regulatory agencies in a manner that provides guidance with respect to business operations such as ours. We attempt to structure all of our healthcare services operations to comply with applicable state statutes regarding corporate practice of medicine, fee-splitting and similar issues. However, there can be no assurance: . that courts or governmental officials with the power to interpret or enforce these laws and regulations will not assert that we are in violation of such laws and regulations; or . that future interpretations of such laws and regulations will not require us to modify the structure and organization of our business. Anti-Kickback and Physician Self-Referral Laws A federal law ("The Anti-Kickback Statute") prohibits the offer, payment, solicitation or receipt of any form of remuneration to induce or in return for the referral of Medicare or other governmental health program patients or patient care opportunities, or in return for the purchase, lease or order of items or services that are covered by Medicare or other governmental health programs. Violation of these provisions could constitute a felony criminal offense and applicable sanctions include imprisonment of up to five years, criminal fines of up to $25,000, civil monetary penalties of up to $50,000 per act plus three times the amount claimed or remuneration offered, and exclusion from the Medicare and Medicaid programs. Section 1877 of the Social Security Act (the "Stark Law") prohibits physicians, subject to certain exceptions described below, from referring Medicare or Medicaid patients to an entity providing "designated health services" in which the physician, or an immediate family member, has an ownership or investment interest or with which the physician, or an immediate family member, has entered into a compensation arrangement. These prohibitions, contained in the Omnibus Budget Reconciliation Act of 1993, commonly known as "Stark II," amended prior federal physician self-referral legislation known as "Stark I" by expanding the list of designated health services to a total of ten categories of health services. The physician groups with which we are affiliated provide one or more designated health services. Persons who violate the Stark Law are subject to civil monetary penalties and exclusion from the Medicare and Medicaid programs. Final regulations interpreting Stark I (the "Stark I Regulations") were issued on August 14, 1995. On January 4, 2001, the Centers for Medicare and Medicaid Services, formerly known as the Health Care Financing Administration, issued final regulations modifying the Stark I Regulations and interpreting parts of Stark II. These regulations are considered Phase I of a two-phase process, with the remaining regulations to be published at an unknown future date. Many states, including states in which we operate, have enacted laws similar in scope and purpose to the Anti-Kickback Statute and the Stark Law that are not limited to services for which Medicare or Medicaid payment is made. In addition, most states have statutes, regulations or professional codes that restrict a physician from accepting various kinds of remuneration in exchange for making referrals. These laws vary from state to state and have seldom been interpreted by the courts or regulatory agencies. In states which have enacted such statutes, we believe that regulatory authorities and state courts interpreting these statutes may regard federal law under the Anti-Kickback Statute and the Stark Law as persuasive. We believe that our arrangements with our affiliated physician groups do not violate the Anti-Kickback Statute, the Stark Law and similar state laws. These laws are subject to modification and changes in interpretation and have not often been interpreted by appropriate authorities in a manner applicable to our business. Moreover, these laws are enforced by authorities vested with broad discretion. We have attempted to structure all of our operations so that they do not violate any applicable federal or state anti-kickback and anti-referral prohibitions. We also continually monitor developments in this area. If these laws are interpreted in a manner contrary to our interpretation or are reinterpreted or amended, or if new legislation is enacted with respect to healthcare fraud and abuse, illegal remuneration or similar issues, we may be required to restructure our affected operations to maintain our compliance 19 with applicable law. We cannot assure you that such restructuring will be possible, or, if possible, will not adversely affect our business or results of operations. Health Insurance Portability and Accountability Act of 1996/Fraud and Abuse The Health Insurance Portability and Accountability Act of 1996 ("HIPAA") broadened the application of the Anti-Kickback Statute beyond the Medicare and Medicaid programs. An amendment included in HIPAA extended the Anti-Kickback Statute's prohibitions to all "Federal healthcare programs," which include all state healthcare programs receiving federal funding but exclude the Federal Employees Health Benefit Program. Because the prohibitions contained in the Anti-Kickback Statute apply to the furnishing of items or services for which payment is made in "whole or in part," the Anti-Kickback Statute could be implicated if any portion of an item or service we provide is covered by the state or federal health benefit programs described above. Additionally, HIPAA created a general healthcare fraud criminal offense that applies to include all healthcare benefit programs regardless of whether such programs are funded in whole or in part with federal funds. HIPAA Administrative Simplification Provisions - Patient Privacy, Protection and Security HIPAA also contains, among other measures, provisions that may require many organizations, including us, to implement very significant, potentially expensive new computer systems and business procedures designed to protect each patient's individual healthcare information. HIPAA requires the Department of Health and Human Services to issue rules to define and implement patient privacy standards. Among the standards that the Department of Health and Human Services will adopt pursuant to HIPAA are standards for the following: . electronic transactions and code sets; . unique identifiers for providers, employers, health plans and individuals; . security and electronic signatures; . privacy; and . enforcement. On August 17, 2000, the Department of Health and Human Services finalized the new transaction standards. The original compliance date was October 16, 2002. However, the compliance date has been delayed until October 16, 2003, provided we file a compliance extension plan with the Department of Health and Human Services by October 15. 2002. The transaction standards will require us to use standard code sets established by the rule when transmitting health information in connection with some transactions, including health claims and health payment and remittance advice. On August 12, 1998, the Secretary of the Department of Health and Human Services issued a proposed rule that establishes, in part, standards for the security of health information by health plans, healthcare clearinghouses and healthcare providers that maintain or transmit any health information in electronic form, regardless of format. Under the proposed rule we would be an affected entity. These security standards require affected entities to establish and maintain reasonable and appropriate administrative, technical and physical safeguards to ensure integrity, confidentiality and availability of the information. The security standards were designed to protect health information against reasonably anticipated threats or hazards to the security or integrity of the information and to protect the information against unauthorized use or disclosure. Although the security standards do not reference or advocate a specific technology, and affected entities have the flexibility to choose their own technical solutions, we expect that the security standards will require us to implement significant systems. On December 28, 2000, the Secretary of the Department of Health and Human Services published a final rule establishing standards for the privacy of individually identifiable health information. These privacy standards apply to all health plans, all healthcare clearinghouses and many healthcare providers, including healthcare providers that transmit health information in an electronic form in connection with certain standard transactions. We are a covered entity under the final rule. The privacy standards apply to protect individually identifiable health information held or disclosed by a covered entity in any form, whether communicated electronically, on paper or orally. These standards not only require our compliance with rules governing the use and disclosure of protected health information, but they also require us to impose those rules, by contract, on any business associate to whom such information is disclosed. A violation of the privacy standards could result in civil monetary penalties of $100 per incident, up to a maximum of $25,000 per person, per year, per standard. The final rule also provides for criminal penalties of up to $50,000 and one year in prison for knowingly and improperly obtaining or disclosing protected health information, 20 up to $100,000 and five years in prison for obtaining protected health information under false pretenses, and up to $250,000 and ten years in prison for obtaining or disclosing protected health information with the intent to sell, transfer or use such information for commercial advantage, personal gain or malicious harm, The final rule establishing the privacy standards became effective on April 14, 2001, with compliance required by April 14, 2003. The security regulations under HIPAA have not yet been finalized by the Department of Health and Human Services. Once the security regulations are issued in final form, we will have approximately two years to be fully compliant. We expect that compliance with these standards will require significant commitment and action by us. Although we and other covered entities generally are not required to be in compliance with these standards until two years following the effective date of the final rules issued or to be issued by the Secretary of the Department of Health and Human Services, implementation may require us to conduct extensive preparation and make significant expenditures. Because the security standards are proposed regulations and the final regulations for the privacy standards are not yet effective, we cannot predict the total financial impact of the regulations on our operations Cost Containment Services Many of our cost containment services include prospective or concurrent review of requests for medical care or therapy. Approximately half of the states have enacted laws that require licensure, certification or other approval of businesses, such as ours, that provide medical review services. Some of these laws apply to medical review of care covered by workers' compensation. These laws typically establish minimum standards for qualifications of personnel, confidentiality, internal quality control and dispute resolution procedures. These regulatory programs may result in increased costs of operation for us, which may have an adverse impact upon our ability to compete with other available alternatives for healthcare cost control. Use of Provider Networks Our ability to provide comprehensive healthcare management and cost containment services depends in part on our ability to contract with or create networks of healthcare providers which share our objectives. For some of our clients, we offer injured workers access to networks of providers who are selected by us for quality of care and pricing. Laws regulating the operation of managed care provider networks have been adopted by a number of states. These laws may apply to managed care provider networks having contracts with us and, in some instances, to provider networks that we may develop or acquire. To the extent these regulations apply to us, we may be subject to: . additional licensing requirements; . financial oversight; and . procedural standards for beneficiaries and providers. Prompt Pay Laws Many states are considering or have enacted legislation governing prompt payment for healthcare services. These laws generally set a specific time frame for providers to receive payment for services rendered and define a process for the payment of claims. Although we are not responsible for provider payment, entities that use our provider networks and cost containment services typically do have that responsibility. Approximately half of the states in which we do business have some form of prompt pay law for workers' compensation, and an even greater number of states have implemented prompt pay laws regarding the provision of general healthcare services. We may be subject to additional procedural requirements, as well as the education of our customers, in connection with compliance with prompt pay laws. ERISA The provision of goods and services to certain types of employee health benefit plans is subject to ERISA, which is a complex set of laws and regulations subject to periodic interpretation by the Internal Revenue Service and the Department of Labor. ERISA regulates certain aspects of the services we provide for employers that maintain employee benefit plans subject to ERISA. The Department of Labor is engaged in ongoing ERISA enforcement activities that may result in additional constraints on how ERISA-governed benefit plans conduct their activities. We cannot assure you that future revisions to ERISA or judicial or regulatory interpretations of ERISA will not have a material adverse effect on our business or results of operations. 21 Environmental We are subject to various federal, state and local laws and regulations for the protection of human health and environment, including the disposal of infectious medical waste and other waste generated at our occupational healthcare centers. If an environmental regulatory agency finds any of our facilities to be in violation of environmental laws, penalties and fines may be imposed for each day of violation, and the affected facility could be forced to cease operations. Although we believe that our environmental practices, including waste handling and discharge practices, are in material compliance with applicable law, future claims or changes in environmental laws could have an adverse effect on our business. K. Seasonality Our business is seasonal in nature. Patient visits at our health services' medical centers are generally lower in the first and fourth quarters primarily because of fewer occupational injuries and illnesses during those time periods due to plant closings, vacations, weather and holidays. In addition, since employers generally hire fewer employees in the fourth quarter, the number of pre-placement physical examinations and drug and alcohol tests conducted at the medical centers during that quarter is further reduced. Additionally, care management services' revenue is usually lower in the fourth quarter compared to the third quarter due to the impact of vacations and holidays. In a manner somewhat similar, although less pronounced, the first and fourth quarters generally reflect lower revenue when compared to our second and third quarters. L. Insurance We and our affiliated physician groups maintain medical malpractice insurance in the amount of $1.0 million per medical incident and $3.0 million annual aggregate per provider, with a shared aggregate of $20.0 million. We also maintain an umbrella liability policy providing an additional liability limit of $30.0 million. Pursuant to the management agreements between us and the physician groups, each physician group has agreed to indemnify us from certain losses, including medical malpractice. We maintain a managed care organization errors and omissions liability insurance policy covering all aspects of our managed care services. This policy has limits of $20.0 million per claim, with an annual aggregate of $20.0 million. Our directors and officers liability policy has a liability limit of $20.0 million per occurrence and in the aggregate, with an additional $10.0 million in limits provided through an excess liability policy. In addition, we maintain $1.0 million per occurrence and $3.0 million annual aggregate of commercial general liability insurance. M. Employees We had approximately 10,500 employees at March 15, 2002. We have experienced no work stoppages and believe that our employee relations are good. All physicians, physical therapists and other healthcare providers performing professional services in our occupational healthcare centers are either employed by or are under contract with the physician groups. Currently, none of our employees is subject to a collective bargaining agreement. However, in August 2000, several physicians employed by the physician group in our New Jersey market petitioned the National Labor Relations Board ("NLRB") to form a local physician collective bargaining unit. Although the New Jersey physicians voted in September 2000, the NLRB has not determined the outcome of that vote as of March 15, 2002. We have appealed a recent decision by the Newark, New Jersey regional NLRB office regarding the status of our physicians and the appropriateness of their inclusion in a collective bargaining unit. N. Risk Factors If we cannot generate cash, then we will not be able to service our indebtedness. As of December 31, 2001, our consolidated indebtedness was approximately $562.5 million. In addition, our business strategy calls for significant capital expenditures for acquisition and development. Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future. Over the next year, we will be required to make debt payments of $4.2 million and interest payments related to Concentra Operating's debt of approximately $62.1 million. 22 We believe our cash flow from operations, available cash and available borrowings under our credit facilities will be adequate to carry on our business strategy. However, our ability to generate cash is subject to general economic and industry conditions that are beyond our control. Therefore, it is possible that our business will not generate sufficient cash flow from operations or that future borrowings will not be available to us under our senior credit facilities in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. The degree to which we are leveraged could have other important consequences, including the following: . we must dedicate a substantial portion of our cash flows from operations to the payment of our indebtedness; . a portion of our borrowings are at variable rates of interest, making us vulnerable to increases in interest rates; . we may be more highly leveraged than some of our competitors, which could place us at a competitive disadvantage; . our degree of leverage may make us more vulnerable to a downturn in our business or the economy generally; . our debt level could limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and . we may have difficulty borrowing money in the future. Restrictions imposed by our credit facilities will make it more difficult for us to take the actions listed below. Our credit facilities restrict our ability to: . make investments; . pay dividends and make distributions on our common stock; . repurchase our common stock; . incur additional indebtedness; . create liens; . merge or consolidate our company or any of our subsidiaries; . transfer and sell assets; . enter into transactions with our affiliates; . enter into sale and leaseback transactions; and . issue common and preferred stock of our subsidiaries. In addition, we must maintain minimum interest coverage and maximum leverage ratios under our senior credit facilities. We calculate these ratios on a rolling four-quarter basis. The interest coverage ratio and leverage ratio requirements for the quarter ended December 31, 2001, were 1.75 to 1.00 and 4.75 to 1.00, respectively. We were in compliance with these ratios at December 31, 2001, with an interest coverage ratio of approximately 2.29 to 1.00 and a leverage ratio of approximately 4.06 to 1.00. These ratios become more restrictive for future periods. Our ability to be in compliance with these more restrictive ratios will be dependent upon our ability to increase our cash flow over current levels. The indentures on our 13% subordinated notes contain covenants that are less restrictive than those under our senior credit facility. A failure to comply with these restrictions or maintain these ratios in the future could lead to an event of default that could result in an acceleration of the related indebtedness before the terms of that indebtedness otherwise require us to pay that indebtedness. See Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources." Any failure to meet our existing and future debt obligations could harm our business, financial condition and results of operations. If our cash flow and capital resources are insufficient to fund our existing and future debt obligations, we may be forced to sell assets, seek additional equity or debt capital or restructure our debt. In addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness, including our credit agreement and our outstanding senior subordinated notes, would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on financially acceptable terms. Our cash flow and capital resources may be insufficient for payment of interest on and principal of our debt in the future and any alternative measures of 23 financing that we undertake may be unsuccessful or may not permit us to meet scheduled debt service obligations, which could cause us to default on our debt obligations and impair our liquidity. Future acquisitions and joint ventures may use significant resources, may be unsuccessful and could expose us to unforeseen liabilities. As part of our business strategy, we intend to pursue acquisitions of companies providing services that are similar or complementary to those that we provide in our business, and we may enter into joint ventures to operate occupational healthcare centers. Such acquisitions and joint venture activities may involve: . significant cash expenditures; . additional debt incurrence; . additional operating losses; . increase in intangible assets relating to goodwill of acquired companies; and . significant acquisition and joint venture related expenses, all of which could have a material adverse effect on our financial condition and results of operations. Additionally, a strategy of growth by acquisitions and joint ventures involves numerous risks, including: . difficulties integrating acquired personnel and harmonizing distinct cultures into our current businesses; . diversion of our management's time from existing operations; . potential losses of key employees or customers of acquired companies; and . assumption of known liabilities and exposure to the unforeseen liabilities of acquired companies, including liabilities for failure to comply with healthcare regulations. We cannot assure you that we will be able to locate and consummate suitable acquisitions or joint ventures. Also, there can be no assurances that we will succeed in obtaining financing for any future acquisitions or joint ventures at a reasonable cost, or that such financing will not contain restrictive covenants that limit our operating flexibility or other unfavorable terms. We may experience difficulties integrating our information systems with those of businesses that we acquire. Our advanced information technology systems are important to the success and delivery of services to our clients. We rely on our systems to ensure that we are able to conduct our operations in an efficient manner and to demonstrate cost savings for our clients. We are currently in the process of integrating our information technology systems with that of National Healthcare Resources, Inc., which we acquired in November 2001. Any businesses that we acquire in the future may utilize information technology systems that differ from or that are not fully compatible with our existing information technology systems. We may incur significant costs related to the integration of these information technology systems with our existing systems. Additionally, if we integrate systems inadequately, we could face interruptions in our provision of service to clients. Any sustained inability to provide services to our clients could have a material adverse effect on our results of operations. If we are unable to successfully integrate the operations and administrative processes of businesses which we acquire, it could adversely affect our ability to grow revenue or could cause increases in our expenses as we undertake activities to remedy these integration issues. Our business growth is based in part on our acquisition of other companies which offer services which are similar to ours. After we acquire those companies, we must normally seek to combine the operations of those acquired companies with our own. Often, these companies have dissimilar operational, billing and accounting systems and we must transition those systems and their business data into either the systems of the acquired company or, more commonly, into our systems. This process can be complex and can be subject to delays. Additionally, companies can lose valuable personnel, we may have difficulty in attracting new customers and growing our revenue and we may experience increased expenses associated with our efforts to address these types of integration issues. 24 Our continued rapid growth could distract our management from firm control over all aspects of our business, our response time to customer inquiries to increase, our customer service to decline in quality and other similar effects. We have experienced rapid growth, both by acquisition and internal growth. Our recent and continued rapid growth could place a significant strain on our management and other resources and could result in our management not having enough time to focus on managing all aspects of our business and operations, our response time to customer inquiries increasing, our customer service declining in quality and other similar effects. Our rapid growth should not affect the quality of care provided by our affiliated physician associations or employees. We anticipate that any continued growth will require us to continue to recruit, hire, train and retain a substantial number of new and highly skilled administrative, information technology, finance, sales and marketing and support personnel. Our ability to compete effectively and to manage current and any future growth will depend on our ability to continue to implement and improve operational, financial and management information systems on a timely basis and to expand, train, motivate and manage our workforce. Should we continue to experience rapid growth, we cannot assure you that personnel, systems, procedures and controls will be adequate to support our operations or that management will adequately anticipate all demands that growth will place on us. If we are unable to meet increasing demand, we may lose customers and our revenue may decrease. If competition increases, our growth and profits may decline. The market to provide occupational healthcare services is highly fragmented and competitive. Our primary competitors have typically been independent physicians, hospital emergency departments and hospital-owned or hospital-affiliated medical facilities. We believe that, as managed care techniques continue to gain acceptance in the occupational healthcare marketplace, our competitors will increasingly consist of nationally focused workers' compensation managed care service companies, specialized provider groups, insurance companies, health management organizations and other significant providers of managed care products. These organizations may be significantly larger and have greater financial and marketing resources than we do. Accordingly, competitors may affect our ability to continue to maintain our existing performance or our success with any new products or in any new geographic markets we may enter. If the average annual growth in nationwide employment does not offset declines in the frequency of workplace injuries and illnesses, then the size of our market may decline and adversely affect our ability to grow our business. Approximately 65% of our revenues are generated from the treatment or review of workers' compensation claims. Historically, as nationwide employment has increased, increases in the number of workers' compensation claims that would normally result from that increased level of employment have been offset by decreases in the rate of injuries and illnesses which occur in the workplace. To increase our revenue, our business model is based in part on our ability to expand our relative share of the market for the treatment and review of claims for workplace injuries and illnesses. If nationwide employment does not increase, or experiences periods of decline, such as it did in 2001, it has a direct adverse effect on our ability to grow our revenues and increase our earnings. Additionally, if decreases in the frequency of workplace injuries and illnesses are greater than increases in total employment, it would result in a decrease in the number of claims in the workers' compensation market and may have an adverse affect on our business. If healthcare reform intensifies competition and reduces the costs of workers' compensation claims, the rates we charge for our services could decrease, negatively impacting our financial performance. Legislative reforms in some states permit employers to designate health plans such as health management organizations and preferred provider organizations to cover workers' compensation claimants. Because many health plans have the capacity to manage healthcare for workers' compensation claimants, that legislation may intensify competition in the market we serve. Within the past few years, several states have experienced decreases in the number of workers' compensation claims and the total value of claims which have been reflected in workers' compensation insurance premium rate reductions in those states. We believe that declines in workers' compensation costs in these states are due principally to intensified efforts by payors to manage and control claim costs, to improved risk management by employers and to legislative reforms. As these costs decrease, we may have to reduce 25 the rates we charge for our services in order to effectively compete, and such rate reductions could have an adverse effect on our revenues and overall profitability. Future cost containment initiatives undertaken by state workers' compensation commissions and other third party-payors may affect our financial performance. Initiatives undertaken by state workers' compensation commissions, major insurance companies and other payors to contain both workers' compensation and non-injury occupational healthcare costs may affect the financial performance of our occupational healthcare centers. These payors attempt to control healthcare costs by reducing prescribed rates of reimbursements, in the case of state workers' compensation commissions, or by contracting with hospitals and other healthcare providers to obtain services on a discounted basis, in the case of insurance companies and other third party payors. We believe that these cost containment measures may continue and would limit reimbursements for healthcare services that we provide. If significant state workers' compensation commissions or payors from whom we receive substantial payments were to reduce the amounts that they pay us for healthcare services, our profit margins may decline, reducing our operating revenue and adversely affecting our profitability and financial condition. If lawsuits against us are successful, we may incur significant liabilities. Our affiliated physician associations and some of our employees are involved in the delivery of healthcare services to the public. In each case, the physician makes all decisions concerning the appropriate medical treatment for the patient based on his or her prior medical experience and experience in the treatment of occupational healthcare injuries. We charge our customers for these services on a fee-for-service basis. We base these fees on either the state-mandated fee or the usual and customary rate for such services, as appropriate. In providing these services, the physicians, our employees and, consequently, our company are exposed to the risk of professional liability claims. Although we have not faced any material lawsuits in the past that were not covered by our insurance, claims of this nature, if successful, could result in substantial damage awards to the claimants that may exceed the limits of any applicable insurance coverage. We are indemnified under our management agreements with our affiliated physician associations from claims against them. We also maintain liability insurance for ourselves and negotiate liability insurance for the physicians in our affiliated physician associations. However, successful malpractice claims asserted against us or our affiliated physician associations could result in significant liabilities that are not indemnified by the physicians or our insurance. Further, plaintiffs have proposed expanded theories of liability against managed care companies as well as against employers who use managed care in workers' compensation cases which, if established and successful, may discourage the use of managed care in workers' compensation cases and could reduce the number of claims referred to us or the rates we charge for our services. Through our network services and case management services, we make recommendations about the appropriateness of providers' proposed medical treatment plans of patients throughout the country, and as a result we could be subject to charges arising from any adverse medical consequences. We do not grant or deny claims for payment of benefits and we do not believe that we engage in the practice of medicine or the delivery of medical services. Although plaintiffs have not subjected us to any claims or litigation related to the grant or denial of claims for payment of benefits or allegations that we engage in the practice of medicine or the delivery of medical services so far, we cannot assure you that plaintiffs will not make those types of claims in future litigation. We maintain errors and omissions insurance and such other lines of coverage as we believe are reasonable in light of our experience to date. We cannot assure you, however, that our insurance will provide sufficient coverage or that insurance companies will make insurance available at reasonable cost to protect us from liability. We operate in an industry that is subject to extensive federal, state and local regulation, and changes in law and regulatory interpretations could reduce our revenue and profitability. The healthcare industry is subject to extensive federal, state and local laws, rules and regulations relating to, among others: . payment for services; . conduct of operations, including fraud and abuse, anti-kickback prohibitions, physician self-referral prohibitions and false claims; and . business, facility and professional licensure, including corporate practice of medicine prohibitions. 26 In recent years, Congress and some state legislatures have introduced an increasing number of proposals to make significant changes in the healthcare system. Changes in law and regulatory interpretations could reduce our revenue and profitability. Recently, there have been heightened coordinated civil and criminal enforcement efforts by both federal and state government agencies relating to the healthcare industry. This heightened enforcement activity increases our potential exposure to damaging lawsuits, investigations and other enforcement actions. Any such action could distract our management and adversely affect our business reputation and profitability. In the future, different interpretations or enforcement of laws, rules and regulations governing the healthcare industry could subject our current business practices to allegations of impropriety or illegality or could require us to make changes in our facilities, equipment, personnel, services and capital expenditure programs, increase our operating expenses and distract our management. If we fail to comply with these extensive laws and government regulations, we could become ineligible to receive government program payments, suffer civil and criminal penalties or be required to make significant changes to our operations. In addition, we could be forced to expend considerable resources responding to an investigation or other enforcement action under these laws or regulations. Changes in state laws, rules and regulations, including corporate practice of medicine, fee splitting, workers' compensation and insurance laws, rules and regulations, may affect our profitability and ability to expand our operations into other states. State laws, rules and regulations relating to our business vary widely from state to state and have seldom been interpreted by courts and regulatory agencies in a way that provides guidance with respect to our business operations. Changes in these laws, rules and regulations may adversely affect our profitability. In addition, the application of these laws, rules and regulations may affect our ability to expand our operations into new states. Most states limit the practice of medicine to licensed individuals or professional organizations comprised of licensed individuals. Many states also limit the scope of business relationships between business entities like us and licensed professionals and professional organizations, particularly with respect to fee-splitting between a licensed professional or professional organization and an unlicensed person or entity. Although we believe that our arrangements with our affiliated physicians and physician organizations comply with applicable laws, a government agency charged with enforcement of these laws, or a private party, might assert a contrary position. If our arrangements with these physicians and physician organizations were deemed to violate state corporate practice of medicine or fee-splitting laws, or if new laws are enacted rendering our arrangements illegal, we may be required to restructure these arrangements, which may result in significant costs to us. In addition, state agencies regulate the automobile insurance and workers' compensation industries. Although in most states we are not required to be pre-approved by the state agencies charged with regulating those industries, such agencies generally require prior approval of automobile insurers' products that permit the insurers to direct claimants into a network of providers. Such pre-approval requirements may adversely affect our ability to expand our operations in those states. Changes in the federal Anti-Kickback Statute and Stark Law and similar state laws, rules and regulations could adversely affect our profitability and ability to expand our operations. The federal Anti-Kickback Statute prohibits the offer, payment, solicitation or receipt of any form of remuneration in return for referring items or services payable by Medicare, Medicaid or any other federally funded healthcare program. Additionally, the Anti-Kickback Statute prohibits any form of remuneration in return for purchasing, leasing or ordering or arranging for or recommending the purchasing, leasing or ordering of items or services payable by Medicare, Medicaid or any other federally funded healthcare program. The Anti-Kickback Statute is very broad in scope and many of its provisions have not been uniformly or definitively interpreted by existing case law or regulations. Violations of the Anti-Kickback Statute may result in substantial civil or criminal penalties, including criminal fines of up to $25,000 and civil monetary penalties of up to $50,000 for each violation, plus three times the remuneration involved or the amount claimed and exclusion from participation in the Medicare and Medicaid programs. The federal physician self-referral law, commonly referred to as the Stark Law, prohibits, subject to certain exceptions, a physician from making a referral for a "designated health service" to an entity if the physician or an immediate family member has a financial relationship with the entity. Some of the services provided by our 27 affiliated physicians and physician organizations include designated health services. A violation of the Stark Law could result in the imposition of civil monetary penalties and exclusion from participation in the Medicare and Medicaid programs. Many states have enacted laws similar to the federal Anti-Kickback Statute and the Stark Law. These laws generally apply to both government and non-government health programs. These laws vary from state to state and have often not been the subject of judicial or regulatory interpretation. Although we believe that our arrangements with our affiliated physicians and physician organizations do not violate the federal Anti-Kickback Statute or the Stark Law or similar state laws, a government agency or a private party may assert a contrary position. Additionally, new federal or state laws may be enacted that would cause our arrangements with our affiliated physicians and physician organizations to be illegal or result in the imposition of fines and penalties against us. New federal legislative and regulatory initiatives relating to the use of standard transaction code sets and new federal and state legislative and regulatory initiatives relating to patient privacy could require us to expend substantial sums on acquiring and implementing new information systems, which could negatively impact our profitability. The Administrative Simplification Provisions of HIPAA require the use of uniform electronic data transmission standards for healthcare claims and payment transactions submitted or received electronically. On August 17, 2000, the Department of Health and Human Services finalized the new transaction standards. The original compliance date was October 16, 2002. However, the compliance date has been delayed until October 16, 2003, provided we file a compliance extension plan with the Department of Health and Human Services by October 15. 2002. The transaction standards will require us to use standard code sets established by the rule when transmitting health information in connection with some transactions, including health claims and health payment and remittance advice. There are currently numerous legislative and regulatory initiatives at both the state and federal levels that address patient privacy concerns. In particular, HIPAA contains provisions that may require us to implement expensive new computer systems and business procedures designed to protect the privacy of each of our patient's individual health information. The Department of Health and Human Services published final regulations addressing patient privacy on December 28, 2000. We must comply with the requirements of the privacy regulations by April 14, 2003. Final regulations addressing the security of patient health information have not been issued. Because of the proposed nature of the security regulations, we have not fully evaluated and cannot fully predict the total financial or other impact of these regulations on us. Compliance with these rules, including the electronic data transmission standards, could require us to spend substantial sums, which could negatively impact our profitability. If our prospective network services clients have their information technology personnel assigned to addressing the implementation of the requirements of HIPPA, and they do not have sufficient staff, implementation of the sales of our new services which involve the computerized connection of our company's information systems to those of our clients could be slowed down. For some of our network services we routinely implement electronic data connections to our clients which enable the exchange of information on a computerized basis. As discussed in the prior risk factor, HIPPA requires companies to begin reliance on new standards for data transmission and security during the coming year. To the extent that our clients do not have sufficient personnel to implement those new standards and additionally work with our information technology personnel in the implementation of our electronic interfaces, this could slow down our ability to handle new client bill review volumes, and adversely affect our revenue growth in a corresponding manner. If our data processing is interrupted or our licenses to use software are revoked, that interruption or revocation may impair our ability to effectively operate our business. Certain aspects of our business are dependent upon our ability to store, retrieve, process and manage data and to maintain and upgrade our data processing capabilities. Interruption of data processing capabilities for any extended length of time, loss of stored data, programming errors or other computer problem could impair our ability to provide these services. Certain of the software that we use in our medical bill review operation is licensed from an independent third party software company under a nonexclusive license. 28 Although we believe that alternative software would be available if the existing license were terminated, termination could disrupt and could result in our inability to operate our business, including our ability to effectively review medical bills, thereby adversely affecting our revenues and overall profitability. If we lose key personnel, the loss of that personnel will impair our ability to implement our strategy. Our success depends in large part on the services of our senior management team. We have employment contracts with all of our key personnel; however we do not maintain key man life insurance policies. In any case, the loss of any of our key executives could materially adversely affect us and seriously impair our ability to implement our strategy. Our ability to manage our anticipated growth will depend on our ability to identify, hire and retain additional qualified management personnel. We have recently experienced high employee turnover, which is typical in our industry, but our key personnel have remained with us. While we are able to offer competitive compensation to prospective employees, we may still be unsuccessful in attracting and retaining personnel and that failure could result in our growth declining and materially adversely affect our results of operations. We are subject to risks associated with acquisitions of intangible assets. The acquisition of occupational healthcare centers and other businesses may result in significant increases in our intangible assets relating to goodwill. In the event of any sale or liquidation of the Company or a portion of its assets, there can be no assurance that the value of our intangible assets will be realized. In addition, we regularly evaluate whether events and circumstances have occurred indicating that any portion of the remaining balance of the amount allocable to our goodwill may not be recoverable. When factors indicate that the amount allocable to our goodwill should be evaluated for possible impairment, we may be required to reduce the carrying value of such assets. We recorded no goodwill impairment charges during 2001, 2000 or 1999. Any future determination requiring the write off of a significant portion of unamortized intangible assets could have a material adverse effect on our financial condition and operating results. ITEM 2. PROPERTIES As of March 15, 2002, our principal corporate office was located in Addison, Texas. We lease 50,726 square feet of space in this site pursuant to a lease agreement expiring on February 28, 2005. We make annual rental payments under that lease of $1.2 million. Except for 12 properties we own, we lease all of our offices. We believe that our facilities are adequate for our current needs and that suitable additional space will be available to us on commercially reasonable terms as and when required. ITEM 3. LEGAL PROCEEDINGS We are a party to certain claims and litigation in the ordinary course of business. We are not involved in any legal proceedings that we believe will result, individually or in the aggregate, in a material adverse effect upon our financial condition or results of operations. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On December 11, 2001, James T. Kelly was elected to the Board of Directors of Concentra Holding by written consent of shareholders holding 19,466,215 shares of the common stock of Concentra Holding, representing 62% of the Company's outstanding common stock. The term of office of each of the following directors of Concentra Holding continued after the meeting; John K. Carlyle, Carlos A. Ferrer, D. Scott Mackesy, Steven E. Nelson, Paul B. Queally, and Daniel J. Thomas. During the fourth quarter of 2001, no other matter was submitted to a vote of security holders, either at a meeting of security holders or by a solicitation of consents from security holders. 29 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS There is no established public trading market for any class of the equity securities of either Concentra Operating or Concentra Holding. ITEM 6. SELECTED FINANCIAL DATA

/1/ See Note 4, Recent Acquisitions and Non-recurring Charges, to the Company's consolidated financial statements on F-14 /2/ See Note 2, Summary of Significant Accounting Policies, to the Company's consolidated financial statements on F-7 30 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section contains certain forward-looking statements that are based on our current views and assumptions regarding future events, future business conditions and our outlook based on currently available information. Wherever possible, we have identified these "forward-looking statements" (as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act") by words and phrases such as "anticipates," "plans," "believes," "estimates," "expects," "will be developed and implemented," and similar expressions. Although we believe that these forward-looking statements reasonably reflect our plans, intentions and expectations, we can give no assurance that we will achieve these plans, intentions or expectations. We caution readers not to place undue reliance on these forward-looking statements. They are subject to risks and uncertainties, and future events could cause our actual results, performance, or achievements to differ materially from those expressed in, or implied by, these statements. Certain important factors that could cause actual results to differ materially from the forward-looking statements we make in this annual report are identified in this annual report, including under the headings Item 1. "Business," including "Risk Factors." These factors include: . the effects of general industry and economic conditions, including declines in nationwide employment levels and rates of workforce injuries; . the impact of the services provided by our competitors and the pricing of such services; . our ability to manage business growth and diversification and the effectiveness of our information systems and internal controls; . our ability to identify suitable acquisition candidates or joint venture relationships for expansion and to consummate such transactions on favorable terms; . our ability to integrate successfully the operations and information systems of acquired companies; . our ability to attract and retain qualified professionals and other employees; . the impact of changes in, and restrictions imposed by, legislative and administrative regulations affecting the workers' compensation, insurance and healthcare industries in general; . our ability to meet our debt, interest and operating lease payment obligations; . possible litigation and legal liability in the course of operations; . fluctuations in interest and tax rates; . shifts in customer demand for the services we provide; . increases in the costs at which we can obtain goods and services we require in order to operate our businesses; and . opportunities that others may present to us or that we may pursue, all of which are difficult to predict and beyond the control of management. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements and risk factors contained throughout this annual report. In light of these risks, uncertainties and assumptions, the forward-looking events we discuss in this annual report might not occur. Our forward-looking statements speak only as of the date made. Other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Overview On August 29, 1997, Concentra Inc. ("Concentra Holding") was formed by the merger (the "1997 Merger") of CRA Managed Care, Inc. ("CRA ") and OccuSystems, Inc. ("OccuSystems "). As a result of the 1997 Merger, CRA changed its name to Concentra Managed Care Services, Inc. ("Managed Care Services") and OccuCenters, Inc., the operating subsidiary of OccuSystems, changed its name to Concentra Health Services, Inc. ("Health Services"). On August 17, 1999, Concentra Holding merged (the "1999 Merger") with Yankee Acquisition Corp. ("Yankee"), a corporation formed by Welsh, Carson, Anderson & Stowe VIII, L.P. ("WCAS"), a 14.9% stockholder of Concentra Holding. As a result of the 1999 Merger, 41.1 million outstanding shares of Concentra Holding common stock were converted to cash. The remaining 6.3 million shares held by Yankee were not converted. WCAS held approximately 86%, funds managed by Ferrer Freeman Thompson & Co., LLC ("FFT") held 31 approximately 7%, and other investors held approximately 7% of the post-merger shares of common stock of Concentra Holding, Concentra Operating Corporation's parent company. Simultaneous with the right to receive cash for shares, Yankee merged with and into Concentra Holding, the surviving entity, and Concentra Holding contributed all of its operating assets, liabilities, and shares in its subsidiaries, including Health Services, Managed Care Services and Concentra Preferred Systems, Inc. ("CPS"), with the exception of $110.0 million of 14% senior discount debentures and $327.7 million of 6.0% and 4.5% convertible subordinated notes to Concentra Operating Corporation (the "Company" or "Concentra Operating"), a wholly-owned subsidiary of Concentra Holding in exchange for 1,000 shares of Concentra Operating common stock. To finance the acquisition of Concentra Holding, WCAS, FFT and other investors invested approximately $423.7 million in equity financing and $110.0 million of 14% senior discount debentures. This additional debt is not guaranteed by Concentra Operating. The 1999 Merger was valued at approximately $1.1 billion, including the refinancing of Concentra Holding's existing debt that was tendered in the third quarter of 1999, and was accounted for as a recapitalization transaction, with no changes to the historical cost basis of Concentra Holding or Concentra Operating assets or liabilities. The following represents a discussion and analysis of the operations of Concentra Holding through August 17, 1999, and of Concentra Operating thereafter. Concentra Holding and Concentra Operating are presented together through August 17, 1999, since they represent the same reporting entity for this period. Business Segments Through our Health Services segment, we provide specialized injury and occupational healthcare services to employers through our network of health centers. Health Services delivers primary and rehabilitative care, including the diagnosis, treatment and management of work-related injuries and illnesses. Health Services also provides a full complement of non-injury, employment-related health services, including physical examinations, pre-placement substance abuse testing, job-specific return to work evaluations and other related programs. Health Services, and the joint ventures which Health Services controls, own all of the operating assets of our health centers, including leasehold interests and medical equipment. For the years ended December 31, 2001, 2000 and 1999, Health Services derived 66.5%, 64.3% and 63.3% of its net revenue from the treatment of work-related injuries and illnesses, respectively, and 33.5%, 35.7% and 36.7% of its net revenue from non-injury and non-illness related medical services, respectively. Physician and physical therapy services are provided at our centers under management agreements with affiliated physician associations. These associations or groups are independently organized professional corporations that hire licensed physicians and physical therapists to provide medical services to our centers' patients. The management agreements have 40-year terms and provide for the wide array of services that Health Services offers to the physician groups, such as: providing nurses and other medical support personnel, practice and facilities management, billing and collection, accounting, tax and financial management, human resource management, risk management, and marketing and information-based services. Health Services has a nominee shareholder relationship with each group as defined in EITF 97-2, "Application of APB Opinion No. 16 and FASB Statement No. 94 to Physician Practice Entities," and as a result, the financial statements of each affiliated physician group are consolidated. The management fees collected from each physician group are calculated as collected revenue net of compensation, benefits and other expenses incurred by the group, which are eliminated upon consolidation. The network services segment ("Network Services") reflects those businesses that involve the review and repricing of provider bills and that are routinely compensated based on the degree to which the Company achieves savings for its clients. This segment includes our specialized preferred provider organization, provider bill repricing and review, out-of-network bill review and first report of injury services. The care management services segment ("Care Management Services") reflects the Company's professional services aimed at curtailing the cost of workers' compensation and auto claims through field case management, telephonic case management, independent medical examinations and utilization management. These services also concentrate on monitoring the timing and appropriateness of medical care. 32 The following table provides certain information concerning our service locations:

- ---------- /1/ Does not include the assets of the occupational healthcare centers that were acquired and subsequently divested or consolidated into existing centers within the same market during the period. /2/ Represents occupational healthcare centers that were acquired during each period presented and not subsequently divested or consolidated into existing centers within the same market during the period. /3/ Same market revenue growth sets forth the aggregate net change from the prior period for all markets in which Health Services has operated healthcare centers for the previous two full years (excluding revenue growth due to acquisitions of additional centers). Significant Acquisitions On November 20, 2001, we acquired all of the outstanding shares of capital stock of National Healthcare Resources, Inc. ("NHR"), a privately held company located in New York City, in a transaction valued at $141.8 million. NHR, founded in 1992, provides care management and network services to the workers' compensation and auto insurance industries on a national level. NHR's businesses are complementary in nature to and significantly expand our Care Management Services and Network Services businesses. Concentra Holding issued $84.0 million of consideration to NHR's equity and option holders through cash payments totaling $1.0 million and an exchange of approximately 3.8 million shares of its common stock for all of the outstanding shares and share equivalents of NHR. Concurrently with the closing of the acquisition, Concentra Holding contributed the capital stock and share equivalents of NHR to our capital and NHR repaid $57.8 million of its indebtedness. Of this $57.8 million, (i) $19.5 million was financed through Concentra Holdings' sale of new common stock and warrants, which were subsequently contributed to our capital; and (ii) the remainder was financed through the use of cash on hand and by drawing down our existing revolving credit line. Because we are controlled by our primary shareholder, WCAS, and because WCAS owned approximately a 48% portion of the common voting equity in NHR, the acquisition was accounted for as a reorganization of entities under common control. Accordingly, the historical costs of NHR's assets and liabilities have been utilized to the extent of WCAS' proportionate ownership interest in NHR and the remainder of the acquisition has been accounted for under the purchase method of accounting, whereby assets and liabilities are "stepped-up" to fair value with the remainder allocated to goodwill. We have recognized NHR's historical net income and loss as a non-operating item in proportion to WCAS' investment in NHR utilizing the equity method of accounting from August 17, 1999 through October 31, 2001. NHR's full results of operations are consolidated after November 1, 2001, the effective date of the acquisition. In connection with the NHR acquisition, we recorded $6.0 million in asset write-downs and $6.8 million in restructuring costs, which are primarily associated with employee severance and facilities consolidation costs. Of this $12.8 million, $5.5 million is recognized as a charge for the acquisition of affiliate and reflects WCAS' proportionate ownership percentage in NHR as applied to the total amount of asset write-downs and restructuring liabilities which occurred in connection with the acquisition. Non-recurring charges of $546,000 have been recorded to reflect employee severance and facility consolidation costs associated with the Company's facilities. The remaining $6.8 million, which is reflective of the remaining non-WCAS proportionate ownership percentage in NHR as applied to the total amount of asset write-downs and restructuring liabilities that occurred in connection with the acquisition, was recorded under the purchase method of accounting. During 2002, and in subsequent years, we intend to integrate the operations and information systems of NHR with our Network Services and Care Management Services segments. We intend for this integration to involve both the primary operational activities and systems associated with the provision of NHR's network and care management services, as well as the general and administrative processes of this acquired company, including its billing and accounts receivable systems. While the Company believes this will result in reductions in the overall combined costs of its services and in its general and administrative expenses, the ultimate amount of that benefit is 33 difficult to estimate, after considering potentially unforeseen delays and difficulties that could arise in the integration process. On November 12, 2001, we acquired all of the outstanding capital stock of HealthNetwork Systems, LLC ("HNS"), a privately held company located in Naperville, Illinois, in a transaction valued at approximately $30.9 million. HNS, founded in 1999, provides network services such as provider bill repricing and provider data management for health plans and other payors working with multiple preferred provider organization networks. These services are complementary to our existing services. Concentra Holding financed this acquisition primarily through the sale of its equity. This cash and other consideration were exchanged for all of HNS' capital stock. Concurrent with the closing of the acquisition, Concentra Holding contributed the capital stock of HNS and $0.8 million of cash to us, and we repaid approximately $0.8 million of HNS' indebtedness. Steven E. Nelson, a Director of the Company and of Concentra Holding, was the President and Chief Executive Officer of HNS. Mr. Nelson and certain other Board members and members of management of the Company owned approximately 46.1% of the equity in HNS. All of HNS's assets, including its contracts, equipment, intangibles and goodwill, as well as all of its liabilities, have become those of the Company and were recorded at fair value utilizing the purchase method of accounting. Results of Operations for the Years Ended December 31, 2001 and 2000 Total revenue increased 12.1% in 2001 to $842.9 million from $752.2 million in 2000. The largest portion of this growth came from Care Management Services, which increased 20.2% in 2001 to $228.3 million from $189.9 million in 2000. Network Services also contributed a 13.9% increase in 2001 to $185.3 million from $162.6 million in 2000. Additional revenue growth was provided by an increase of 7.4% in Health Services' revenue in 2001 to $429.3 million from $399.7 million in 2000. Health Services' revenue growth resulted primarily from the acquisition of healthcare centers and an increase in average revenue per visit. Increased revenue from new center growth was a result of 15 new occupational health centers acquired in 2001 and a full year impact of the eight centers acquired in 2000. The number of patient visits to Health Services centers increased 1.1% to 5.0 million in 2001 as compared to 2000. On a same market basis, which represents all markets in which Health Services has operated healthcare centers for the previous two full years, revenue increased 0.9% in 2001 as compared to 2000. This increase was the result of a 4.3% increase in the average revenue per same market visit and a 3.2% decrease in the number of same market visits compared to 2000. During 2001, we experienced a decline in the rate of growth of non-injury related visits as compared to prior years, primarily due to the decrease in the number of new-hires being made by our clients and secondarily due to a decline in the number of injuries occurring in our clients' workplaces. This lower level of new-hire activity has reduced the number of pre-employment drug screens and physical exams from the levels we experienced when the economy was stronger. We believe our growth in non-injury services will return once the nationwide economy improves and new-hire activity increases. We additionally believe that increases in our same market injury visits will resume once nationwide employment and economic output increases to more traditional rates of growth. With respect to the 4.3% increase in the Company's average revenue per same market visit, in addition to increases in the average prices charged for our services, a higher relative mix of injury-related visits as compared to non-injury related visits contributed to this improvement. The average fees charged for injury visits are generally higher than those charged for non-injury related visits. Injury-related visits constituted 50.0% of total visits in 2001 as compared to 48.5% in 2000. During the next several quarters, we currently anticipate that the percentage of injury visits will generally move back towards the percentage relationship we experienced in 2001. The increase in Network Services' revenue is attributable to growth in existing services, as well as revenue from the NHR acquisition. The Company's growth from existing services related primarily to our out-of-network review business. Growth in existing out-of-network group health medical bill review revenue was 16.0% in 2001 over 2000. This growth was primarily due to an increase in the amount of gross charges we reviewed as compared to the prior year and the rate of savings achieved through our review of medical charges. Also contributing to this growth was an increase in revenue from our existing retrospective medical bill review services. The acquisition of NHR in November 2001 increased Network Services revenue by 5.3% in 2001 over 2000. Revenue growth for Care Management Services was primarily due to increases in referral volume for our existing case management business and, to a lesser extent, increases in our existing independent medical examinations services. Higher referral rates and average hourly prices in 2001 as compared to the same periods in 2000 were the primary factors that contributed to our case management growth. The NHR acquisition in November 34 2001 also contributed an 8.7% increase in our Care Management Services revenue. At this time, we anticipate continuing moderate growth in this business segment. Total contractual provisions offset against revenue during the years ended December 31, 2001 and 2000 were $20.9 million and $31.5 million, respectively. Cost of Services Total cost of services increased 11.1% in 2001 to $659.1 million from $593.4 million in 2000. The largest portion of this increase came from Care Management Services, which increased 17.1% in 2001 to $200.2 million from $170.9 million in 2000. Our Network Services cost of services increase of 9.4% to $110.2 million in 2001 from $100.7 million in 2000 also contributed to the overall increase. Cost of services for Health Services also increased by 8.4% to $348.8 million in 2001 from $321.8 million in 2000. Total gross profit increased 15.8% to $183.8 million in 2001 from $158.7 million in 2000. As a percentage of revenue, gross profit increased to 21.8% in 2001 compared to 21.1% in 2000. Health Services' gross profit increased 3.4% to $80.6 million in 2001 from $77.9 million in 2000, while the gross profit margin decreased by 0.7% to 18.8% from 19.5% for the same respective periods. This division has been impacted by economic and hiring trends, resulting in a slight decrease in its gross profit margin in 2001 as compared to 2000. This division's costs were also affected by increases in insurance and information technology costs. Efforts to improve the management of expenses associated with physician costs and medical supplies did not fully offset the gross profit margin impact of the lower than anticipated volumes. The Company currently believes these trends will improve once the growth in nationwide employment levels resumes. Network Services' gross profit also increased by 21.4% in 2001 to $75.1 million from $61.9 million in 2000, and its gross profit margin increased by 2.5% to 40.5% in 2001 from 38.0% in 2000. This increase in gross profit primarily relates to increased revenue from our existing out-of-network bill review services. The costs of providing these services are relatively stable irrespective of short-term revenue changes, which resulted in an increase in the relative gross profit achieved during the year. The acquisition of NHR in 2001 also contributed 3.6% to the Network Services' gross profit increase in 2001. Care Management Services gross profit margin of 12.3% in 2001 increased 2.3% from 10.0% in 2000, and the gross profit increased by 48.1% to $28.1 million in 2001 from $19.0 million in 2000. The increases in gross profit and the gross profit margin were primarily due to increases in revenue from our existing case management services and independent medical exams. The 2001 acquisition of NHR supplied 13.9% of the 2001 gross profit increase. At this time, we anticipate that the margin percentage will continue to remain consistent with historical levels. General and Administrative Expenses General and administrative expenses increased 22.0% in 2001 to $81.1 million from $66.5 million in 2000, or 9.6% and 8.8% as a percentage of revenue for 2001 and 2000, respectively. The increase in general and administrative expenses in 2001 was primarily due to our continued additions of personnel and information technology in order to support recent and planned growth. Amortization of Intangibles Amortization of intangibles increased 7.6% in 2001 to $15.7 million from $14.6 million in 2000, or 1.9% as a percentage of revenue for 2001 and 2000. The increase is the result of the amortization of additional intangible assets such as customer contracts, and covenants not to compete, and goodwill recorded prior to June 30, 2001 primarily associated with 2001 acquisition of 15 healthcare centers by Health Services and our acquisition of NHR. As of December 31, 2001, net intangible assets of $475.5 million consisted primarily of goodwill. Due to the Company's implementation of Statement of Financial Accounting Standards No. ("SFAS") 142 "Goodwill and Other Intangible Assets" ("SFAS 142"), we currently believe that amortization expense will decline by approximately $14.8 million during 2002. 35 Non-Recurring Charges and Charges for Acquisition of Affiliate In connection with our NHR acquisition in the fourth quarter of 2001, we recorded $6.0 million in asset write-downs and $6.8 million in restructuring costs, which are primarily associated with employee severance and facilities consolidation costs. Of this $12.8 million, $5.5 million is recognized as a charge for the acquisition of affiliate and is reflective of WCAS' proportionate ownership percentage in NHR as applied to the total amount of asset write-downs and restructuring liabilities which occurred in connection with the acquisition. Non-recurring charges of $546,000 have been recorded to reflect employee severance and facility consolidation costs associated with the Company's facilities. See a further discussion of our non-recurring charges and their usage below and also at Note 4, Recent Acquisitions and Non-Recurring Charges, in our audited consolidated financial statements. Interest Expense, net Interest expense decreased $1.5 million in 2001 to $66.7 million from $68.1 million in 2000 due primarily to lower interest rates in 2001 and reduced borrowings on our revolving credit facility. As of December 31, 2001, approximately 66.1% of our debt contained floating rates. Although we utilize interest rate hedges to manage a significant portion of this market exposure, rising interest rates would negatively impact our results. See "Liquidity and Capital Resources" and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk." Interest Rate Hedging Arrangements We utilize interest rate collars to reduce our exposure to variable interest rates and, in part, because such arrangements are required under our current senior secured credit agreement. These collars generally provide for certain ceilings and floors on interest payments as the three-month LIBOR rate increases and decreases, respectively. The changes in fair value of this combination of ceilings and floors are recognized each period in earnings. We recorded losses of $13.6 million and $9.6 million in 2001 and 2000, respectively, based upon the change in the fair value of our interest rate collar agreements. This earnings impact and any subsequent changes in our earnings as a result of the changes in the fair values of the interest rate collars are non-cash charges or credits and do not impact cash flows from operations or operating income. There have been, and may continue to be, periods with significant non-cash increases or decreases to our earnings relating to the change in the fair value of the interest rate collars. Further, if we hold these collars to maturity (2004 and 2005), the earnings adjustments will offset each other on a cumulative basis and will ultimately equal zero. Loss of Acquired Affiliate Because the accounting for the NHR acquisition is considered a reorganization of entities under common control, we have recognized NHR's historical net income and loss as a non-operating item in proportion to WCAS' investment in NHR utilizing the equity method of accounting. This inclusion of historical earnings from NHR resulted in an after tax charge of $5.8 million in 2001, which reflected the proportion of NHR's loss through October 2001 as if we held WCAS' investment in NHR. This loss increased over the 2000 loss of $0.3 million due primarily to compensation charges in 2001 related to NHR's share award plan, which granted $9.4 million of NHR's common stock to certain stock option holders. Provision for Income Taxes We recorded a tax provision of $3.8 million in 2001 versus $4.4 million in 2000. The effective tax rates were (63.0%) and 1,191.9% in 2001 and 2000, respectively. The effective rate differs from the statutory rate due to the non-deductibility of goodwill, the tax provision from the income/loss of acquired affiliate, and certain fees and expenses associated with acquisition costs, and to a lesser extent, the impact of state income taxes. Due to the Company's current relationship of taxable book income as compared to net income, its effective tax rate can vary significantly from one period to the next depending on relative changes in net income. As such, the Company currently expects further variation in its effective tax rate in 2002. Results of Operations for the Years Ended December 31, 2000 and 1999 Revenue Total revenue increased 10.4% in 2000 to $752.2 million from $681.4 million in 1999. The largest portion of this growth came from Health Services, which increased 21.1% in 2000 to $399.7 million from $330.1 million in 36 1999. To a lesser extent, our Network Services revenue increase of 2.9% in 2000 to $162.6 million from $158.0 million in 1999 also contributed to our revenue growth. However, Care Management Services' revenue decreased 1.8% in 2000 to $189.9 million from $193.3 million in 1999. Health Services' revenue growth resulted primarily from the acquisition of new centers and an increase in patient visits within existing markets. The increased revenue from the new center growth was primarily a result of the 53 new centers acquired in 1999, and to a lesser extent, the eight centers acquired in 2000. The number of visits to Health Services' centers in 2000 increased 20.0% in total compared to 1999 and 9.6% on a same-market basis. Average revenue per visit decreased 0.2% as compared to the prior year. This decrease is primarily due to increasing non-injury related visits. The average fees charged for non-injury visits are generally lower than those charged for injury-related visits. Non-injury related visits constituted 51.5% of total visits in 2000 as compared to 50.1% in 1999. The increase of Network Service's revenue for 2000 was primarily related to an increase in revenue from our first report of injury services business as compared to 1999. Further, our out-of-network group health medical bill review revenue increased over 1999, primarily due to increased bill volumes. However, the average size of each reviewed bill decreased. Revenue declines for Care Management Services were primarily due to decreases in case management business volume resulting mainly from customer uncertainty concerning our 1998 fourth quarter reorganization of this line of business, our competitors' related marketing efforts and, to a lesser extent, the "task-based" approach to service delivery. These had a reduced impact during 2000 as compared to 1999. Reduced case volume in our telephonic case management service business also contributed to the revenue decline in 2000 from 1999. These decreases were partially offset by an increase in revenue from our independent medical examination services. Total contractual provisions offset against revenue during the years ended December 31, 2000 and 1999 were $31.5 million and $27.8 million, respectively. Cost of Services Total cost of services increased 11.0 % in 2000 to $593.4 million from $534.5 million in 1999. The largest portion of this increase came from Health Services, which increased 21.4% in 2000 to $321.8 million from $265.1 million in 1999. To a lesser extent, our Network Services cost of services increase of 5.2% in 2000 to $100.7 million from $95.7 million in 1999 also contributed to the overall increase. However, Care Management Services cost of services decreased 1.6 % in 2000 to $170.9 million from $173.7 million in 1999. Total gross profit increased 8.0% to $158.7 million in 2000 from $146.9 million in 1999. However, as a percentage of revenue, gross profit decreased to 21.1% in 2000 compared to 21.6% in 1999. This percentage decline was primarily due to Network Services' gross profit margin decline to 38.0% in 2000 as compared to 39.4% in 1999. Also, Health Services' gross profit margin decreased slightly to 19.5% in 2000 compared to 19.7% in 1999, and Care Management Services' gross profit margin was 10.0% in 2000 compared to 10.2% in 1999. Health Services' gross profit margin decrease relates primarily to the impact of lower margins from practices acquired and developed. Health Services acquired 53 clinics in 1999 and eight centers in 2000. Historically, consolidated gross profit margins are initially negatively impacted due to lower margins from centers recently acquired. However, as we have consolidated certain functions, made other staff-related changes and increased patient volume, the margins of our acquired centers have demonstrated improvements. The decrease in Network Services' gross profit margin in 2000 from 1999 primarily relates to increased costs within our out-of-network group health medical bill review business associated with processing higher bill volumes with a lower average price per bill. Further, our provider bill repricing and review services margins improved due to efficiencies realized from our fourth quarter 1998 and 1999 office consolidations as well as the implementation of a new bill review system. The gross profit margin for Care Management Services declined in 2000 as compared to 1999 primarily due to lower revenue for case management services, offset by lower expenses. The lower margins were partially offset by improved profit margins in our independent medical examinations business. 37 General and Administrative Expenses General and administrative expenses increased 1.8% in 2000 to $66.5 million from $65.3 million in 1999, or 8.8% and 9.6% as a percentage of revenue for 2000 and 1999, respectively. The increase in general and administrative expenses in 2000 was primarily due to our continued investment in support personnel and information technology in order to support recent and planned growth, partially offset by Y2K expenditures made in 1999 that were not incurred in 2000, as well as the realization of certain cost reduction initiatives. Amortization of Intangibles Amortization of intangibles increased 12.9% in 2000 to $14.6 million from $13.0 million in 1999, or 1.9% as a percentage of revenue for 2000 and 1999. The increase is the result of the amortization of additional intangible assets such as goodwill, customer lists and assembled workforces, primarily associated with recent acquisitions by Health Services. As of December 31, 2000, net intangible assets of $323.2 million consisted primarily of goodwill. Non-Recurring Charges There were no non-recurring charges recorded in 2000 as compared to a $54.4 million charge recorded in 1999, which primarily related to the 1999 Merger. At December 31, 2000, approximately $3.8 million of non-recurring charges remained. See a further discussion of our non-recurring charges and their usage below and also at Note 4, Recent Acquisitions and Non-Recurring Charges, in our audited consolidated financial statements. Interest Expense Interest expense increased $35.3 million in 2000 to $68.1 million from $32.9 million in 1999 due primarily to increased outstanding borrowings from the issuance of $565.0 million in merger-related financing incurred in the third quarter of 1999 and, to a lesser extent, additional interest related to the amendment of our credit facility in the first quarter of 2000. This increase was partially offset by the retirement of substantially all of the $327.7 million of 6.0% and 4.5% convertible subordinated notes during the 1999 Merger. As of December 31, 2000, approximately 65.9% of our debt contained floating rates. Provision for Income Taxes We recorded a tax provision of $4.4 million in 2000 versus a tax provision of $8.3 million in 1999. The effective tax rate was 1,191.9% and (47.2%) in 2000 and 1999, respectively. Excluding the tax effects of the non-recurring charges, the effective tax rate would have been 46.2% for 1999. The effective tax rate is in excess of the statutory rate due to the non-deductibility of goodwill and certain fees and expenses associates with acquisition costs and, to a lesser extent, the impact of state income taxes. Cumulative Effect of Accounting Change In December 1999, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements." SAB 101 provides additional guidance in applying generally accepted accounting principles for revenue recognition in financial statements. New implementation guidance issued by the SEC in the fourth quarter of 2000 required the Company to recognize revenue from its post payment bill review services effectively on a cash basis. Prior to adoption of this standard, the Company recognized this revenue as savings were identified for our clients. The cumulative charge recognized in 2000 from this change in accounting principle was $2.8 million, net of tax effect. Non-Recurring Charges In the third quarter of 1999, we recorded a non-recurring charge of $54.4 million for fees, expenses and other non-recurring charges associated with the 1999 Merger. Through December 31, 2001, we had paid approximately $29.4 million for professional fees and services, including investment banking, legal, accounting and regulatory fees, $21.7 million for payments primarily to certain equity holders and other personnel costs, $1.1 million in facility consolidations and closings and $1.9 million of other non-recurring charges. At December 31, 2001, approximately $0.3 million of the non-recurring charge remained accrued for professional fees and services and other non-recurring charges. We anticipate that the majority of this remaining liability will be used over the next 12 months. 38 In connection with the NHR acquisition in November 2001, we recorded $6.0 million in asset write-downs and $6.8 million in restructuring costs, which are primarily associated with employee severance and facilities consolidation costs. Of this $12.8 million, $5.5 million is recognized as a charge for the acquisition of affiliate and is reflective of WCAS' proportionate ownership percentage in NHR as applied to the total amount of asset write-downs and restructuring liabilities which occurred in connection with the acquisition. Non-recurring charges of $0.5 million have been recorded to reflect employee severance and facility consolidation costs associated with the Company's facilities. The remaining $6.1 million, which is reflective of the remaining proportionate ownership percentage in NHR as applied to the total amount of asset write-downs and restructuring liabilities that occurred in connection with the acquisition, were recorded under the purchase method of accounting. Of the $12.8 million in restructuring and other acquisition costs, through December 31, 2001, we had utilized $6.0 million associated with asset write-downs and we had paid approximately $0.7 million for professional fees and services, including investment banking, legal, accounting and regulatory fees, $0.2 million in facility consolidations, $0.1 million in costs related to personnel reductions and $0.1 million for other non-recurring costs. At December 31, 2001, approximately $5.7 million of the non-recurring cost accrual remained for facility obligations with terms expiring through 2006, costs related to personnel reductions and other non-recurring charges. We anticipate that the majority of the liability will be paid over the next 12 months. Critical Accounting Policies In December 2001, the SEC requested that all registrants list their most "critical accounting policies" in "Management's Discussion and Analysis of Financial Condition and Results of Operations." The SEC indicated that a "critical accounting policy" is one that is both important to the portrayal of the company's financial condition and results and requires management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The process of preparing financial statements in conformity with accounting principles generally accepted in the United States requires us to use estimates and assumptions to determine certain of our assets, liabilities, revenues and expenses. We base these determinations upon the best information available to us during the period in which we are accounting for our results. Our estimates and assumptions could change materially as conditions within and beyond our control change or as further information becomes available. Accordingly, our actual results could differ from our estimates. The most significant estimates made by our management include our: . sales allowances . valuation of long-lived and intangible assets and goodwill . valuation of hedging arrangements . valuation of acquired assets and liabilities The following is a discussion of our critical accounting policies and the related management estimates and assumptions necessary in determining the value of related assets or liabilities. A full description of all of our significant accounting policies is included in Note 2 to our Consolidated Financial Statements included in this Form 10-K. Sales Allowances Our management must make estimates of potential sales allowances related to current period service revenue. Management analyzes historical collection adjustment experience when evaluating the adequacy of the sales allowances. Significant management judgments and estimates must be made and used in connection with establishing the sales allowances in any accounting period. Material differences could result in the amount and timing of our revenue for any period if management made different judgments or utilized different estimates. The provision for sales allowances amounted to $27.3 million in 2001. Our accounts receivable balance was $181.0 million, net of sales allowances of $24.1 million as of December 31, 2001. Valuation of Long-Lived and Intangible Assets and Goodwill We assess the impairment of long-lived and intangible assets and goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important which could trigger an impairment review include the following: . significant underperformance relative to expected historical or projected future operating results; 39 . significant changes in the manner of our use of the acquired assets or the strategy for our overall business; . significant negative industry or economic trends; . significant decline in our public bond price for a sustained period; and . significant decline in our estimated market capitalization relative to net book value. Under generally accepted accounting principles, we are required to write down our long-lived assets if such assets are determined to be impaired. Under current accounting standards, an impairment of a long-lived asset is considered to have occurred when the estimated undiscounted future cash flows related to the assets are less than the carrying value of the asset. Estimates of future cash flows involve consideration of numerous factors, depending upon the specific asset being assessed. Relevant factors in this assessment include estimates of future market growth rates, product acceptance and lifecycles, selling prices and volumes, responses by competitors, service delivery costs and assumptions as to other operating expenses. When we determine that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, we measure any impairment based on a projected discounted cash flow method using a discount rate determined by our management to be commensurate with the risk inherent in our current business model. Net identifiable intangible assets and goodwill amounted to $475.5 million as of December 31, 2001. The value of these projected discounted cash flows could be subject to change based on differences in the assumptions noted above. In 2002, SFAS 142, "Goodwill and Other Intangible Assets" became effective and as a result, we will cease to amortize our goodwill. We recorded approximately $14.8 million of amortization on these amounts during 2001. In lieu of amortization, we are required to perform an initial impairment review of our goodwill in 2002 and an annual impairment review thereafter. We expect to complete our initial review during the second quarter of 2002. We currently do not expect to record an impairment charge upon completion of the initial impairment review. However, there can be no assurance that at the time the review is completed a material impairment charge will not be recorded. Valuation of Hedging Arrangements We have entered into certain arrangements that hedge a portion of our exposure to variable interest rates under our current debt agreements. When accounting for our current hedging arrangements, we are required by accounting standards to: . recognize the fair value of hedging arrangements as assets or liabilities in the financial statements, and . recognize changes in the fair value of these derivatives in our statements of operations. The fair value estimates of our hedging arrangements are provided to us by third parties, including major banking institutions and reflect their estimate of several factors, including: relevant future market conditions, current bid-offer spreads and other market conditions. Valuations based on other models or different assumptions, including yield curve shifts, may result in significantly different valuation estimates and could cause significant non-cash changes to our earnings relating to the change in the fair value of the interest rate hedges that we utilize. The fair value of these hedges at December 31, 2001 was a negative $25.9 million. Valuation of Acquired Assets and Liabilities Our business has grown through several strategic acquisitions over the last few years. During 2000 and 2001, our Health Services segment acquired a total of 23 occupational healthcare centers. On November 12, 2001, our Network Services segment acquired the capital stock of HNS in a transaction valued at $30.9 million. On November 20, 2001, we acquired all of the capital stock of NHR, in a transaction valued at $141.8 million. The individual assets and liabilities of each acquired company must be recorded at fair value, reflecting amounts for (i) tangible assets and liabilities and (ii) intangible assets. In many cases, we are able to utilize our in-house expertise to prepare internal purchase price allocations and determine the lives of the acquired assets. However, we may also utilize independent appraisers to assist us in these efforts for our larger or more complex acquisitions. We utilize several valuation techniques in order to facilitate our estimates of these fair values, including: discounted cash flow analysis, replacement cost analysis and market comparables. These methods require significant assumptions regarding market conditions, operational integration issues, and the utilization of the underlying assets, which could change in the future and result in a significant impact on our earnings. Additionally, we are required to make estimates of restructuring liabilities incurred in connection with these assets. These estimates involve assumptions relating to the timing and cost of personnel reductions, 40 facility lease charges and other related exit costs. Because of the inherent nature of these assumptions and techniques, it is reasonably possible that we could experience changes in estimated values, which could be material to our earnings. Recent Accounting Pronouncements In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS 141, "Business Combinations" ("SFAS 141") and SFAS 142, "Goodwill and Other Intangible Assets." SFAS 141 addresses the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination. SFAS 142 addresses the initial recognition and measurement of intangible assets acquired outside of a business combination, whether acquired individually or with a group of other assets, and the accounting and reporting for goodwill and other intangibles subsequent to their acquisition. These standards require all business combinations subsequent to June 30, 2001 to be accounted for using the purchase method of accounting. Goodwill and intangible assets with indefinite lives will no longer be amortized, but instead will be subject to impairment tests at least annually. The Company is required to adopt SFAS 141 and SFAS 142 on a prospective basis as of January 1, 2002; however, certain provisions of these new standards also apply to any acquisitions concluded subsequent to June 30, 2001. Accordingly, we accounted for the acquisitions of NHR and HNS under the provisions of these new standards. As a result of implementing SFAS 141 and SFAS 142, the Company will discontinue amortization of goodwill after December 31, 2001 and assembled workforce will not be recognized as an intangible asset apart from goodwill. The Company is currently assessing the impact of SFAS 142 and has not yet determined the full effect this statement will have on its consolidated financial position or results of operations. However, had SFAS 141 been utilized beginning January 1, 2001, the Company's pre-tax income would have increased by $14.8 million which was the 2001 goodwill amortization expense charged to earnings under accounting standards in effect at the time. Additionally, the Company's future earnings may periodically be affected in a materially adverse manner should particular segments of its goodwill balances become impaired pursuant to the valuation methodology. In July 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement Obligations" ("SFAS 143"). SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred and capitalized as part of the carrying amount of the long-lived asset. The statement will be effective for fiscal years beginning after June 15, 2002. The Company has not yet determined the effect on its consolidated financial statements of this standard when adopted. In October, 2001, the FASB issued SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" which supersedes SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of." The statement provides a single accounting model for long-lived assets to be disposed of. The Company has not yet determined the effect on its consolidated financial statements of implementing this statement, which is effective for fiscal years beginning after December 15, 2001. Seasonality Our business is seasonal in nature. Patient visits at our Health Services' medical centers are generally lower in the first and fourth quarters primarily because of fewer occupational injuries and illnesses during those time periods due to plant closings, vacations, weather and holidays. In addition, since employers generally hire fewer employees in the fourth quarter, the number of pre-placement physical examinations and drug and alcohol tests conducted at the medical centers during that quarter is further reduced. Additionally, Care Management Services' revenue is usually lower in the fourth quarter compared to the third quarter due to the impact of vacations and holidays. In a manner somewhat similar, although less pronounced, the first and fourth quarters generally reflect lower revenue when compared to our second and third quarters. Liquidity and Capital Resources We provided cash from operating activities of $89.3 million, $38.8 million and $28.3 million for the years ended December 31, 2001, 2000 and 1999, respectively. The increase in cash from operating activities in 2001 as compared to 2000 was primarily a result of increased operating income, improved working capital management and better collections on accounts receivable. During 2001, working capital provided $34.8 million of cash primarily due to an increase in accounts payable and accrued expenses of $31.0 million, and decreases in accounts receivable of 41 $2.5 million and prepaid expenses and other assets of $1.2 million. Accounts payable and accrued expenses increased primarily due to the timing of certain payments, including payment of accrued interest on the Company's debt and payroll-related items, while accounts receivable decreased due to improved collections. During 2000, working capital used $7.4 million of cash primarily due to increases in accounts receivable of $6.3 million and prepaid expenses and other assets of $1.4 million. Accounts receivable increased primarily due to continued revenue growth, and prepaid expenses and other assets increased primarily due to the timing of payments. During 1999, working capital used $3.9 million of cash primarily due to an increase in accounts receivable of $19.2 million, offset by a decrease in prepaid expenses and other assets of $10.0 million and an increase in accounts payable and accrued expenses of $13.0 million. In 2001, the Company paid approximately $2.7 million related to the non-recurring charges that occurred in the third quarter of 1998, fourth quarter of 1998, third quarter of 1999 and the fourth quarter of 2001. At December 31, 2001, approximately $8.0 million of the accrual for these non-recurring charges remained for facility lease obligations, personnel reduction costs and other payments. The Company anticipates that the majority of this liability will be paid over the next 12 months. In 2001, we used net cash of $107.2 million in connection with acquisitions and $33.1 million of cash to purchase property and equipment, the majority of which was spent on new computer hardware and software technology, as well as leasehold improvements. Cash flows from investing activities also included $1.1 million of cash received from the sale of internally-developed software. As required by accounting pronouncements, the proceeds were offset against the amount capitalized on the consolidated balance sheet and were not recognized as revenue. We used net cash of $9.7 million in connection with acquisitions and $30.9 million of cash to purchase property and equipment during 2000, the majority of which was spent on acquiring new computer hardware and software technology, as well as leasehold improvements. We used net cash of $55.2 million in connection with acquisitions and $36.0 million of cash to purchase property and equipment during 1999, the majority of which was spent on new computer hardware and software technology, partially offset by $15.5 million provided by the sale of marketable securities. Cash flows provided by financing activities in 2001 of $50.6 million was primarily due to $49.7 in net proceeds from issuance of common stock by Concentra Holding and increased borrowing on our revolving credit facility of $6.0 million, reduced by debt repayments of $5.1 million. The proceeds from Concentra Holding's additional issuance of equity were used as a part of the financing for the Company's fourth quarter acquisitions of NHR and HNS. Cash flows used by financing activities of $8.1 million in 2000 was due primarily to $4.0 million in payments on the revolving credit facility, $3.1 million in debt repayments and the payment of $1.7 million of deferred financing costs related to the March 2000 credit facility amendment. Cash flows used by financing activities of $39.4 million in 1999 was due primarily to the payment of fees and expenses related to the merger and deferred finance fees related to the merger financing. The following table sets forth our schedule of contractual obligations including current maturities of our long-term debt at December 31, 2001, and future minimum lease payments due under noncancelable operating leases (in thousands): After Total 2002 2003-04 2005-06 2006 -------- ------- ------- -------- -------- Operating Leases $139,436 $40,896 $58,793 $ 24,774 $ 14,973 Revolving Credit Facility 6,000 6,000 -- -- -- Long-term Debt 556,481 4,211 7,895 267,188 277,187 -------- ------- ------- -------- -------- Total $701,917 $51,107 $66,688 $291,962 $292,160 ======== ======= ======= ======== ======== We were in compliance with our covenants, including our financial covenant ratio tests, in 2001. The leverage ratio and interest coverage ratio requirements for the quarter ended December 31, 2001, were 4.75 to 1.00 and 1.75 to 1.00, respectively. These ratio tests become more restrictive in 2002 and in subsequent future periods. Pursuant to our senior credit agreement, we are required to obtain a leverage ratio of less than 3.75 to 1.00 and an interest coverage ratio of at least 2.25 to 1.00 as of the fiscal quarter ending December 31, 2002. Our ability to be in compliance with these more restrictive ratios will be dependent on our ability to increase cash flows over current levels. We currently believe our growth strategy will enable us to meet these cash flow requirements. For further discussion of our growth strategy, see "Item 1. Business, C. Our Business Strategy." At December 31, 2001, we had $6.0 million in borrowings outstanding under our $100 million revolving credit facility. 42 We currently believe that our cash balances, the cash flow generated from operations and our borrowing capacity under our revolving credit facility will be sufficient to fund our working capital, occupational healthcare center acquisitions and capital expenditure requirements for the foreseeable future. Our long-term liquidity needs will consist of working capital and capital expenditure requirements, the funding of any future acquisitions, and repayment of borrowings under our revolving credit facility and the repayment of outstanding indebtedness. We intend to fund these long-term liquidity needs from the cash generated from operations, available borrowings under our revolving credit facility and, if necessary, future debt or equity financing. However, our ability to generate cash is subject to general economic and industry conditions that are beyond our control. Therefore, it is possible that our business will not generate sufficient cash flow from operations. Additionally, we cannot be certain that any future debt or equity financing will be available on terms favorable to us, or that our long-term cash generated from operations will be sufficient to meet our long-term obligations. Legal Proceedings We are party to certain claims and litigation in the ordinary course of business. We are not involved in any legal proceeding that we believe will result, individually or in the aggregate, in a material adverse effect upon our financial condition or results of operations. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We have fixed rate and variable rate debt instruments. Our variable rate debt instruments are subject to market risk from changes in the level or volatility of interest rates. In order to hedge a portion of this risk under our current credit agreements, we have utilized interest rate collars. We have performed sensitivity analysis to assess the impact of changes in the interest rates on the value of our market-risk sensitive financial instruments. A hypothetical 10% movement in interest rates would not have a material impact on our future earnings, fair value or cash flows relative to our debt instruments. However, the same hypothetical 10% movement in interest rates would change the fair value of our hedging arrangements and pretax earnings by $1.3 million as of December 31, 2001. Market rate volatility is dependent on many factors that are impossible to forecast and actual interest rate increases could be more or less severe than this 10% increase. For more information on the interest rate collars, see Note 5 to our audited Consolidated Financial Statements of the Company included in this Form 10-K. We do not hold or issue derivative financial instruments for trading or speculation purposes and are not a party to any leveraged derivative transactions ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Consolidated Financial Statements of the Company and other information required by this Item 8 are included in this Form 10-K beginning on page F-1. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. 43 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Directors and Executive Officers Concentra Operating The directors and executive officers of Concentra Operating are identical to and hold identical positions as the persons identified below as directors and executive officers of Concentra Holding. Since August 17, 1999, they have served in these positions with Concentra Operating during the same periods they served in these positions with Concentra Holding. Concentra Holding Executive officers of Concentra Operating and Concentra Holding are elected annually by the board of directors and serve until their successors are duly elected and have qualified. Directors of Concentra Operating and Concentra Holding are elected annually by the stockholders and serve until their successors are duly elected and have qualified. There are no arrangements or understandings between any officer or director and any other person pursuant to which any officer or director was, or is to be, selected as an officer, director, or nominee for officer or director. There are no family relationships between any of our executive officers or directors. The names, ages and positions of the executive officers and directors of Concentra Operating and Concentra Holding are listed below along with their business experience during at least the past 5 years.

Daniel J. Thomas has served as a Director of Concentra Holding since January 1998 and of Concentra Operating since August 17, 1999. He has served as President and Chief Executive Officer of Concentra Holding since September 1998, and he served as President and Chief Operating Officer of Concentra Holding from January 1998 until September 1998. He served as Executive Vice President of Concentra Holding and President of Concentra Health Services, Inc. from August 1997 until January 1998. He served as a director of OccuSystems, Inc. ("OccuSystems"), one of our predecessor companies, and as its President and Chief Operating Officer from January 1997 to August 1997. From April 1993 through December 1996, Mr. Thomas served as OccuSystems' Executive Vice President and Chief Operating Officer. Prior to joining OccuSystems in 1993, Mr. Thomas served in various capacities with Medical Care International, Inc., a national outpatient surgery center company, most recently as its Senior Vice President and Divisional Director. Mr. Thomas is a certified public accountant. William H. Comte has served as Executive Vice President and Chief Operating Officer of Concentra Holding since December 4, 2000. Prior to joining Concentra Holding, Mr. Comte served as President and Chief Executive Officer for Premier Practice Management, an operator of physician practices, in San Diego, California from 1995 until December 2000. From 1992 until 1994, Mr. Comte served as Senior Vice President Medical Center Division of HealthSouth Corporation, a national healthcare services company, in Birmingham, Alabama. Mr. Comte served as President and Chief Executive Officer for Dr. John T. McDonald Health Systems, Inc., a hospital system, in Miami, Florida from 1985 until 1992. Mr. Comte received his Master of Business Administration - Health Administration from the University of Miami and a Bachelor of Science in Business Administration from Villanova University in Villanova, Pennsylvania. 44 Thomas E. Kiraly has served as Executive Vice President, Chief Financial Officer and Treasurer of Concentra Holding since May 25, 1999. Prior to that time, Mr. Kiraly served as the principal accounting and financial officer of BRC Holdings, Inc. from December 1988 to May 1999. BRC Holdings, Inc., based in Dallas, Texas, was a diversified provider of specialized information systems and services to healthcare institutions and local governments and was acquired in February 1999 by Affiliated Computer Services, Inc., another Dallas, Texas based provider of information services. During his tenure at BRC Holdings, Inc., Mr. Kiraly held the titles of Executive Vice President and Chief Financial Officer from March 1994 through May 1999 and Vice President of Finance from December 1988 through March 1994. Prior to that time, Mr. Kiraly was a Senior Management Consultant with Touche Ross & Co., a predecessor to Deloitte & Touche L.L.P., a national accounting firm, from May 1985 until December 1988. James M. Greenwood has served as Executive Vice President of Corporate Development of Concentra Holding since February 1998 and as Senior Vice President of Corporate Development of Concentra Holding from August 1997 to February 1998. He served as OccuSystems' Chief Financial Officer from 1993, when he joined OccuSystems as a Vice President, until August 1997. Mr. Greenwood served as a Senior Vice President of OccuSystems from May 1994 to August 1997. From 1988 until he joined OccuSystems in 1993, Mr. Greenwood served in numerous positions with Bank One, Texas, N.A., and its predecessors, most recently as Senior Vice President and Manager of Mergers and Acquisitions. Richard A. Parr II has served as Executive Vice President, General Counsel and Secretary of Concentra Holding since August 1997. He served as OccuSystems' Executive Vice President, General Counsel and Secretary from August 1996 to August 1997. Prior to joining OccuSystems, Mr. Parr served as Vice President and Assistant General Counsel of OrNda HealthCorp, a national hospital management company, from April 1993 through August 1996 and as Associate General Counsel of OrNda HealthCorp from September 1991 through March 1993. Mr. Parr serves on the Board of Directors of the American Society of Corporate Secretaries. W. Tom Fogarty, M.D. has served as Senior Vice President and Chief Medical Officer of Concentra Holding since August 1997. He served as OccuSystems' Senior Vice President and Chief Medical Officer from September 1995 to August 1997. From 1993 to September 1995, Dr. Fogarty served as Vice President and Medical Director of OccuSystems. From 1992 to 1993, he served as a Regional Medical Director of OccuSystems and, from 1985 until 1992, as a medical director of one of OccuSystems' centers. Paul B. Queally has served as a director and the Chairman of Concentra Holding and Concentra Operating since August 17, 1999. He has served as a managing member or general partner of the respective sole general partner of Welsh, Carson, Anderson & Stowe VIII, L.P. ("WCAS") and other associated investment partnerships since February 1996. Prior to joining WCAS in February 1996, Mr. Queally held various positions, including, most recently, General Partner at The Sprout Group, a private equity affiliate of Donaldson, Lufkin & Jenrette, since 1987. He is a director of United Surgical Partners, Inc., an international acute care hospital and domestic surgery center company, of MedCath, Inc., a cardiac care management and cardiac specialty hospital company, and of several private companies. John K. Carlyle has served as a Director of Concentra Holding since August 1997 and as a director of Concentra Operating since August 17, 1999. He served as Chairman of Concentra Holding from August 1997 to January 1998 and from September 1998 until August 17, 1999. Mr. Carlyle served as Chief Executive Officer of MAGELLA Healthcare Corporation, a private physician practice management company devoted to the area of neonatology and perinatology, from July 2000 until its sale to Pediatrix Medical Group, Inc., on May 15, 2001, and as President and Chief Executive Officer of MAGELLA from February 1998 through June 2000. Prior to joining MAGELLA, Mr. Carlyle served as OccuSystems' Chairman and Chief Executive Officer from January 1997 until August 1997 and as the Chief Executive Officer and a director of OccuSystems from 1991 until August 1997. He joined OccuSystems in 1990 as its President and served in that capacity until December 1996. Mr. Carlyle also serves as a director of Pediatrix Medical Group, Inc., a neonatology and perinatology physician practice management company, and of Odyssey Healthcare, Inc., a national hospice services provider. Carlos A. Ferrer has served as a director of Concentra Holding and Concentra Operating since August 17, 1999. He has served as a member of the general partner of Ferrer Freeman Thompson & Co. a private healthcare equity firm, since 1995. Prior to 1995, he was employed by Credit Suisse First Boston Corporation, as a Managing Director. He is a director of AMERIGROUP Corporation, a Medicaid HMO company, and several private companies and is Vice Chairman of the Board of Trustees of the Cancer Research Institute. 45 James T. Kelly has served as a director of Concentra Holding and Concentra Operating since December 11, 2001. From August 1998 to November 2001, he served as Chairman of National Healthcare Resources, Inc., a private network services and care management company that we acquired in November 2001. Previously, he served as Chairman of Lincare Holdings, Inc., a national infusion therapy services company, from April 1994 through May 2000 and as President and Chief Executive Officer of Lincare Holdings, Inc. from June 1986 through December 1996. Mr. Kelly is a director of American Dental Partners, Inc., a provider of business services to multi-disciplinary dental groups, Ameripath, Inc., a national provider of cancer diagnostics and related services, and Health Management Systems, a national healthcare information technology company. D. Scott Mackesy has served as a director of Concentra Holding and Concentra Operating since August 17, 1999. He has served as a principal of WCA Management Corporation, an affiliate of WCAS, since 1998. Prior to joining WCAS in 1998, Mr. Mackesy was employed from 1992 to 1998 by Morgan Stanley Dean Witter & Co., an investment banking concern, most recently as a Vice President in its investment research department. Mr. Mackesy is a director of several private companies. Steven E. Nelson has served as a director of Concentra Holding and Concentra Operating since August 17, 1999. From October 1999 to November 2001, he served as President of HealthNetwork Systems, LLC, a private provider of PPO network management services to the payor and PPO industries. Mr. Nelson served as President of Concentra Preferred Systems, an affiliate of Concentra Operating engaged in bill review services, from March 1997 to June 2000. Prior to March 1997, he served as President and Chief Executive Officer of Preferred Payment Systems, Inc., a provider of bill review services, from 1990 until its acquisition by Concentra Holding in 1998. Section 16(a) Beneficial Ownership Reporting Compliance Neither Concentra Operating nor Concentra Holding has any class of equity securities registered pursuant to Section 12 of the Exchange Act. Consequently, Section 16(a) of the Exchange Act does not require Concentra Operating's or Concentra Holdings' Directors, executive officers and persons who own more than 10% of Concentra Holdings' common stock to file reports of holdings and transactions in common stock with the SEC. 46 ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The following table summarizes the compensation paid during fiscal year 2001, 2000, and 1999 to Concentra Holding's and Concentra Operating's Chief Executive Officer and the four most highly compensated executive officers of Concentra Holding and Concentra Operating other than the Chief Executive Officer who were serving as executive officers at the end of fiscal year 2001. These executive officers are referred to as the named executive officers.

- ---------- (1) Salaries for the named executives officers, effective January 1, 2002, are $500,000 for Mr. Thomas, $375,000 for Mr. Comte, $295,000 for Mr. Greenwood, $320,000 for Mr. Kiraly, and $287,500 for Dr. Fogarty. (2) Bonuses paid during August 1999 were related to activities performed by the individual in connection with the merger. (3) Amounts shown represent, to the extent that the named executive officer participated in Concentra Holding's employee stock purchase and the 401(k) plans, (a) the purchase discount on shares of Concentra Holding common stock purchased pursuant to the employee stock purchase plan, (b) Concentra Holding's matching provision under its 401(k) plan and (c) premiums paid by Concentra Holding for group term life insurance that is taxable compensation to the named executive officers. (4) Excludes relocation-related costs and benefits totaling $203,355 paid to Mr. Thomas in 2000 associated with his relocation from Boston, Massachusetts to Dallas, Texas. (5) Amount includes payment of $191,285 for cancellation of 477,000 options at an option price of $19.50 to $33.88. (6) Excludes relocation related costs and benefits totaling $19,130 paid to Mr. Comte in 2001 associated with his relocation from San Diego, California to Dallas, Texas. (7) Amount includes payments of $164,575 for cancellation of 352,000 options at an option price of $19.50 to $32.63. (8) Amount includes payment of $83,975 for cancellation of 112,000 options at an option price of $19.50 to $32.63. 47 Option Grants in 2001 The following tables set forth certain information concerning grants by Concentra Holding of stock options to each of the named executive officers during 2001. In accordance with the rules of the Securities and Exchange Commission, the potential realizable values under such options are shown based on assumed rates of annual compound stock price appreciation of 5% and 10% over the full option term from the date the option was granted. Option Grants in Last Fiscal Year Individual Grants -----------------

- ---------- (1) The vesting of each option is cumulative, and no vested portion will expire until the expiration of the option. The options vest over a five-year period, with 20% of the options vesting and becoming exercisable on January 1 in each of 2003, 2004, 2005, 2006, and 2007. (2) These amounts represent certain assumed rates of appreciation only and are based on an original fair market value of $22.06 per share, which is based on the most recent third-party sale of Concentra Holdings common stock. Actual gains, if any, on stock option exercises will depend upon the future market for Concentra Holding common stock and the price at which it can be sold. Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-end Option and Restricted Stock Values The following table provides information about option exercises by the named executive officers during 2001 and the value realized by them. The table also provides information about the number and value of options held by the named executive officers at December 31, 2001.

- ---------- (1) Fair market value of securities underlying in-the-money options based on the most recent third-party sale of Concentra Holding's common stock at $22.06 per share. Neither Concentra Holding nor Concentra Operating has any class of equity securities registered pursuant to Section 12 of the Exchange Act. Compensation of Directors None of the directors of Concentra Holding or Concentra Operating received any remuneration from Concentra Operating for their attendance at board and committee meetings during 2001. 48 Other Compensation Arrangements Employment Agreements Each of the named executive officers has entered into an employment agreement with Concentra Holding. The employment agreements were entered into as of August 17, 1999, for Messrs. Thomas, Kiraly, Greenwood and Fogarty, and as of December 4, 2000 for Mr. Comte. The principal terms of these employment agreements are as follows: . each agreement has a term of 2 years, subject to automatic renewal for additional one-year terms, unless terminated in accordance with the agreement's terms; . each agreement provides for compensation consisting of base salary amounts, bonuses at the discretion of the board of directors of Concentra Holding and participation in any employee benefit plan adopted by us for our employees; . each agreement provides for a severance payment in the event of (1) termination by Concentra Holding without cause, or (2) resignation by the employee for good reason; consisting of two years' base salary for Mr. Thomas and 1 year's base salary for Messrs. Comte, Greenwood, Kiraly, and Fogarty. . effective January 1, 2002, base salaries under the employment agreements are as follows: $500,000 for Mr. Thomas, $375,000 for Mr. Comte, $295,000 for Mr. Greenwood, $320,000 for Mr. Kiraly, and $287,500 for Dr. Fogarty. Officer Loan Program Pursuant to an Officer Loan Program adopted by the compensation committee of Concentra Holding's Board of Directors (the "Compensation Committee"), Concentra Holding may from time to time make loans to certain officers of Concentra Holding and its subsidiaries designated by the Compensation Committee to purchase stock of Concentra Holding. All loans are secured by a pledge of the shares being purchased. Each loan bears interest, payable monthly, at the Applicable Federal Rate published by the Internal Revenue Service. As of March 15, 2002, there is outstanding under the Officer Loan Program a total of $3,380,000 from all participants, including the following amounts from the named executive officers: Mr. Thomas, $400,000; Mr. Comte, $200,000; Mr. Kiraly, $300,000; and Dr. Fogarty, $400,000; and from Mr. Nelson, who also participates in the Officer Loan Program, $200,000. Relocation Loan Concentra Holding has loaned Mr. Comte $200,000 to assist him with the purchase of a home in connection with his relocation to Dallas, Texas. The loan does not bear interest, is due on December 31, 2002, and is secured by any bonus or incentive compensation payable to Mr. Comte and any gains he may realize on exercise of Concentra Holding stock options. Life Insurance Concentra Holding pays the premiums for second-to-die life insurance policies on the lives of Messrs. Thomas, Greenwood, Kiraly and Fogarty and their respective spouses in the following face amounts: Mr. Thomas, $2,000,000; Mr. Greenwood, $1,000,000; Mr. Kiraly, $1,000,000, and Dr. Fogarty, $1,000,000. Upon the death of both insureds under each second-to-die policy, an amount equal to the premiums paid by Concentra Holding will be paid to Concentra Holding, with the remaining proceeds going to the second-to-die decedent's estate. Concentra Holding pays the premiums for a life insurance policy in the face amount of $1,000,000 on the life of Mr. Comte. Upon the death of Mr. Comte, an amount equal to the premiums paid by Concentra Holding will be paid to Concentra Holding, with the remaining proceeds going to Mr. Comte's estate. Compensation Plans 1999 Long-Term Incentive Plan General Concentra Holding's board and stockholders approved its 1999 Stock Option and Restricted Stock Purchase Plan (the "1999 Stock Plan") in August 1999 for the purpose of promoting the interests of Concentra Holding and its 49 subsidiaries and the interests of our stockholders. The 1999 Stock Plan provides an opportunity to selected employees and officers of Concentra Holding and its subsidiaries and to other persons providing services to Concentra Holding and its subsidiaries to purchase Concentra Holding common stock. By encouraging such stock ownership, we seek to attract, retain and motivate such employees and other persons and to encourage such employees and other persons to devote their best efforts to our business and financial success. Under the 1999 Stock Plan, we may grant incentive stock options and non-qualified stock options and restricted stock purchase awards to purchase an aggregate of up to 3,750,000 shares of Concentra Holding common stock. The following summary describes the principal features of the 1999 Stock Plan and is qualified in its entirety by reference to the specific provisions of the 1999 Stock Plan, which is filed as an exhibit to this Report. Description of 1999 Stock Plan Shares and Options Subject to Plan. The 1999 Stock Plan provides for the grant of options or awards to purchase an aggregate 3,750,000 shares of common stock, either in the form of incentive stock options intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986 (the "Code") or nonqualified stock options or restricted stock purchase awards. The 1999 Stock Plan includes provisions for adjustment of the number of shares of common stock available for grant of award thereunder and in the number of shares of common stock underlying outstanding options in the event of any stock splits, stock dividends or other relevant changes in the capitalization of Concentra Holding. Eligibility. Under the 1999 Stock Plan, employees, including officers, are eligible to receive grants of either incentive stock options structured to qualify under Section 422 of the Code, or nonqualified stock options and restricted stock purchase awards, both of which are not intended to meet the requirements of Code Section 422. Non-employee directors are eligible to receive only nonqualified stock options and restricted stock purchase awards. Administration. Administration of the 1999 Stock Plan has been delegated to the Compensation Committee, which consists entirely of "Non-Employee Directors" within the meaning of the Exchange Act and "outside directors" within the meaning of the Code. The Compensation Committee, within the parameters of the 1999 Stock Plan, has authority to determine to whom options and awards are granted. All questions of interpretation or application of the 1999 Stock Plan are determined by the Compensation Committee, whose decisions are final and binding upon all participants. Terms of Options and Awards. Each option or award granted under the 1999 Stock Plan is evidenced by a stock option or restricted stock purchase agreement. The Compensation Committee determines the terms and vesting provisions of all stock options granted pursuant to the 1999 Stock Plan. The exercise price of incentive stock options may not be less than 100% of the fair market value of the shares of Concentra Holding common stock, as determined by the board or the Compensation Committee, as the case may be, on the date that the option is granted. The exercise price of non-qualified stock options may not be less than 100% of the fair market value of the shares of Concentra Holding common stock on the date the option is granted. In addition, the aggregate fair market value of the shares of Concentra Holding common stock with respect to which incentive stock options are exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. In addition, no incentive stock option shall be granted to an optionee who owns more than 10% of the total combined voting power for all classes of stock of Concentra Holding, unless the exercise price is at least 110% of the fair market value of the shares of Concentra Holding common stock and the exercise period does not exceed 5 years. Restricted stock purchase awards granted under the 1999 Stock Plan will be in such amounts and at such times as determined by the Compensation Committee. The purchase price, as well as the vesting provisions, of such awards shall be determined by the Compensation Committee and the purchase price may be equal to, less than or more than the fair market value of the shares of Concentra Holdings common stock to be awarded. Term of the 1999 Stock Plan. The 1999 Stock Plan will continue in effect until August 17, 2009 unless terminated prior to such date by the board. 50 Other Outstanding Options and Share Awards In addition to the options and awards granted under the 1999 Stock Plan, Concentra Holding had, as of December 31, 2001, issued or assumed from its predecessors or acquired companies options to purchase an aggregate of 539,029 shares of common stock pursuant to separate agreements between Concentra Holding and the holders thereof. The aggregate 4,090,134 options that were outstanding as of December 31, 2001, under the 1999 Stock Plan and all predecessor plans and assumed from acquired companies, had an average exercise price of approximately $13.07 per share, and remain subject to various vesting provisions. Unexercised options and their exercise price, are subject to adjustment if there is a subdivision or consolidation of Concentra Holding's common stock, the payment of a stock dividend or other increase or decrease in the number of shares of Concentra Holding's common stock outstanding, and Concentra Holding does not receive compensation therefor. In addition, the number (and type) of securities subject to an option are subject to adjustment if Concentra Holding is party to a merger or consolidation. Certain Federal Income Tax Consequences of the 1999 Stock Plan The tax consequences of incentive stock options, non-qualified stock options and restricted stock purchase awards are quite complex. Therefore, the description of tax consequences set forth below is necessarily general in nature and does not purport to be complete. Moreover, statutory provisions are subject to change, as are their interpretations, and their application may vary in individual circumstances. Finally, the tax consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws. Incentive stock options granted pursuant to the 1999 Stock Plan are intended to qualify as "incentive stock options" within the meaning of Section 422 of the Code. If an optionee does not dispose of the shares acquired pursuant to exercise of an incentive stock option within one year after the transfer of such shares to the optionee and within 2 years from grant of the option such, such optionee will recognize no taxable income as a result of the grant or exercise of such option. However, for alternative minimum tax purposes the optionee will recognize as an item of tax preference the difference between the fair market value of the shares received upon exercise and the exercise price. Any gain or loss that is subsequently recognized upon a sale or exchange of the shares may be treated by the optionee as long-term capital gain or loss, as the case may be. Concentra Holding will not be entitled to a deduction for federal income tax purposes with respect to the issuance of an incentive stock option, the transfer of shares upon exercise of the option or the ultimate disposition of such shares provided the holding period requirements are satisfied. If shares received upon exercise of an incentive stock option are disposed of prior to satisfaction of the holding period requirements, the optionee generally will recognize taxable ordinary income, in the year in which such disqualifying disposition occurs, in an amount equal to the lesser of (1) the excess of the fair market value of the shares on the date of exercise over the exercise price, and (2) the gain recognized on such disposition. Such amount will ordinarily be deductible by Concentra Holding for federal income tax purposes in the same year, provided that the company satisfies certain federal income tax information reporting requirements. In addition, the excess, if any, of the amount realized by the exercise of the incentive stock option will be treated as capital gain, long-term or short-term, depending on whether, after exercise of the option, the shares were held for more than one year. Non-qualified stock options may be granted under the 1999 Stock Plan. An optionee generally will not recognize any taxable income upon grant of a non-qualified stock option. The optionee will recognize taxable ordinary income, at the time of exercise of such option, in an amount equal to the excess of the fair market value of the shares on the date of exercise over the exercise price. Such amount will ordinarily be deductible by Concentra Holding in the same year, provided that Concentra Holding satisfies certain federal income tax information reporting requirements. Any gain or loss that is subsequently recognized by the optionee upon a sale or exchange of the shares will be capital gain or loss, long-term or short-term, depending on whether, after the exercise of the option, the shares were held for more than one year prior to such sale or exchange. Restricted stock purchase awards may also be granted under the 1999 Stock Plan. A recipient of a restricted stock purchase award generally will not recognize taxable income upon the purchase of shares of restricted stock, unless he or she makes a timely election under Section 83(b) of the Code. Such a recipient, however, would recognize taxable ordinary income and the holding period for such shares would commence at the time that such 51 shares become vested, in an amount equal to the excess of the fair market value of the shares at the time over the purchase price paid for such shares. If, on the other hand, the recipient makes a timely election under Section 83(b), he or she would recognize taxable ordinary income and the holding period for such shares would commence at the time of purchase, in an amount equal to the excess of the fair market value of the shares at that time, determined without regard to any transfer restrictions imposed on the shares, vesting provisions or any restrictions imposed by the securities laws, over the purchase price paid for such shares. In either case, Concentra Holding should be entitled to a deduction in an amount equal to the ordinary income recognized by the recipient in the same year that the recipient recognized such income, provided that it satisfies certain federal income tax information reporting requirements. Any gain or loss that is subsequently recognized by the recipient upon a sale or exchange of the shares will be recorded as capital gain or loss, long-term or short-term, depending on whether the shares were held for more than one year prior to such sale or exchange. 401(k) Plan Concentra Holding has a defined contribution retirement plan that complies with Section 401(k) of the Code (the "401(k) Plan"). Substantially all employees of Concentra Holding and its subsidiaries, including certain officers and directors of Concentra Operating, are eligible to participate in the 401(k) Plan once they have attained age 21 and completed 1,000 hours of service within a 12-consecutive-month period of service. This period of service is measured from either (1) the employee's employment commencement date or (2) an anniversary date of the employee's employment commencement date. Generally, employees may contribute amounts up to a maximum of 25% of the employee's compensation. Under the 401(k) Plan, Concentra Holding has the option of matching a portion of the participants' pretax contributions. For each of 2001 and 2000, Concentra Holding elected to match the lesser of the following (1) 50% of participants' pretax contributions during the plan year or (2) 2% of eligible compensation as defined in the 401(k) Plan document. Compensation Committee Interlocks and Insider Participation The Compensation Committee of Concentra Holdings is composed of Messrs, Queally, Carlyle, and Mackesy. Mr. Carlyle, who served as the non-employee Chairman of Concentra Holding until August 17, 1999, has served as a member of the Compensation Committee since December 1998. Mr. Queally serves as the non-employee Chairman of Concentra Holding. Mr. Queally is a managing member and Mr. Mackesy is a principal of the sole general partner of WCAS. Because of these affiliations, Messrs. Queally and Mackesy may be deemed to have a material interest in the matters described under Item 13 "Certain Relationships and Related Transactions--Equity Investor Agreements." Compensation Committee Report on Executive Compensation Executive Compensation Philosophy The Compensation Committee is composed entirely of outside directors. The Compensation Committee is responsible for setting and administering the policies and programs that govern both annual compensation and stock ownership programs for the executive officers of the Concentra Holding and Concentra Operating. The Company's executive compensation policy is based on principles designed to ensure that an appropriate relationship exists between executive pay and corporate performance, while at the same time motivating and retaining executive officers. Executive Compensation Components The key components of the Company's compensation program are base salary, incentive awards and equity participation. These components are administered with the goal of providing total compensation that is competitive in the marketplace, rewards successful financial performance and aligns executive officers' interests with those of stockholders. The Compensation Committee reviews each component of executive compensation on an annual basis. Base Salary Base salaries for executive officers are set at levels the Compensation Committee believes to be sufficient to attract and retain qualified executive officers. Base pay increases are provided to executive officers based on an valuation of each executive's performance, as well as the performance of the Company as a whole. Although the 52 Compensation Committee does not establish a specific formula or target to determine base salaries, the Compensation Committee considers the financial performance of the Company as compared to service industry companies with similar earnings. In this regard, the Compensation Committee primarily considers growth in Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") and to a lesser degree revenue growth in determining appropriate base salaries for the Company's executive officers. The Compensation Committee also considers the success of the executive officers in developing and executing the Company's strategic plans, developing management employees and exercising leadership. The Compensation Committee does not currently intend to award compensation that would result in a limitation on the deductibility of a portion of such compensation pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended; however, the Compensation Committee may in the future decide to authorize compensation in excess of the limits of Section 162(m) if it determines that such compensation is in the best interests of the Company. Annual Bonus The Compensation Committee believes that a significant proportion of total cash compensation for executive officers should be subject to attainment of specific Company financial performance criteria. This approach creates a direct incentive for executive officers to achieve desired performance goals and places a significant percentage of each executive officer's compensation at risk. Consequently, at the beginning of each year, the Compensation Committee establishes potential bonuses for executive officers based on the Company's achievement of certain EBITDA goals. The Compensation Committee established annual bonus potential for 2001 of up to 50% of base salaries, which is based upon the Company's achievement of predetermined EBITDA criteria and includes a discretionary component. The Compensation Committee established the potential bonuses and EBITDA criteria based on the Compensation Committee's judgment as to desirable financial results for the Company and the appropriate percentage of compensation that should be based on the attainment of such results. As reflected in the Summary Compensation Table under "Executive Compensation," bonus compensation of $20,000 was paid to each of Messr. Thomas, Greenwood, Kiraly and Fogarty during 2001. Stock Options and Other Equity Participation The Compensation Committee believes that equity participation is a key component of the Company's executive compensation program. Stock options and other equity participation are granted to executive officers primarily based on the officer's actual and potential contribution to the Company's growth and profitability and the practices of service industry companies with similar earnings. Option grants are designed to retain executive officers and motivate them to enhance stockholder value by aligning the financial interests of executive officers with those of stockholders. Stock options also provide an effective incentive for management to create shareholder value over the long term, because the full benefit of the compensation package cannot be realized unless an appreciation in the price of the Company's common stock occurs over a number of years. Options to purchase common stock of Concentra Holding were granted to certain of the named executive officers in 2001 and are reflected in the information provided under "Compensation of Executive Officers." The options were granted at an exercise price of $22.06 per share and vest over a five-year period, with 20% of the options vesting and becoming exercisable on January 1 in each of 2003, 2004, 2005, 2006, and 2007. The Compensation Committee granted options based on its judgment that the amount was appropriate and desirable considering the individual executive officer's potential contribution to the Company, as well as the number of options outstanding and granted in previous years. The assessment of potential contribution was based on the Compensation Committee's subjective evaluation of such executive officer's ability, skills, efforts, and leadership. Compensation of Chief Executive Officer Consistent with the executive compensation policy and components described above, the Compensation Committee determined the salary, bonus and stock options received by Daniel J. Thomas, President and Chief Executive Officer of the Company, for services rendered in 2001. Mr. Thomas received a base salary of $400,000 for 2001. Although the Compensation Committee did not establish a specific target or formula to determine Mr. Thomas's base salary, the Compensation Committee considered factors such as compensation to Chief Executive Officers 53 of companies of similar size and profitability engaged in the same or similar businesses as the Company, the overall financial performance and prospects of the Company, the Chief Executive Officer's total cash and equity compensation package, and the complexity and geographic scope of the Company's operations. The Compensation Committee also awarded Mr. Thomas options to purchase 175,000 shares of Concentra Holding common stock. The Compensation Committee determined the compensation granted to Mr. Thomas based on its judgment that the amounts were appropriate and desirable in light of his actual and potential contribution to the Company. The assessment of actual and potential contribution was based on the Compensation Committee's subjective evaluation of Mr. Thomas's abilities, skills, efforts, and leadership. Summary The Compensation Committee believes that the executive compensation policies and programs described in this Report serve the interests of the stockholders and the Company. Pay delivered to executives is intended to be linked to, and to be commensurate with, Company performance and stockholder expectations. The Compensation Committee will continue to monitor the effectiveness and appropriateness of each of the compensation components to reflect changes in the business environment. The Compensation Committee Paul B. Queally, Chairman John K. Carlyle Carlos A. Ferrer 54 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT All of the issued and outstanding capital stock of Concentra Operating is owned by Concentra Holding. As of March 15, 2002, Concentra Holding had 31,604,777 shares of common stock outstanding. The table below contains information regarding the beneficial ownership of Concentra Holding's common stock as of March 15, 2002, by: . each stockholder who owns beneficially 5% or more of Concentra Holding's common stock, . each director of Concentra Holding, . each executive officer, and . all directors and executive officers as a group. We have determined beneficial ownership according to the rules of the Securities and Exchange Commission. Unless otherwise noted in the footnotes to this table, each of the stockholders named in this table has sole voting and investment power with respect to the Concentra Holding common shares shown as beneficially owned, subject to applicable community property laws. The number of shares beneficially owned by a person includes shares of common stock that are subject to stock options or warrants that are either currently exercisable or exercisable within 60 days after March 15, 2002. These shares are also deemed outstanding for the purpose of computing the percentage of outstanding shares owned by the person. These shares are not deemed outstanding, however, for the purpose of computing the percentage ownership of any other person.

- -------------------- * Less than one percent. (1) Includes 1,168,307 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days. Certain of the shares reflected as owned by Welsh, Carson, Anderson & Stowe VIII, L.P. are owned of record by Welsh, Carson, Anderson & Stowe VI, L.P. (1,617,631), WCAS Healthcare 55 Partners, L.P. (112,137), WCAS Capital Partners III, L.P. (619,356), and WCAS Management Corp. (243). An aggregate of 692,581 shares reflected as owned by Welsh, Carson, Anderson & Stowe VIII, L.P. are owned beneficially and of record by certain individuals, including Messrs. Mackesy and Queally, who are members of the limited liability company that serves as its sole general partner, or who are employed by its investment adviser. However, all such individuals disclaim beneficial ownership of such shares. (2) Includes 60,560 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days. Certain of the shares reflected as owned by FFT Partners I, L.P. are owned beneficially and of record by FFT Partners II, L.P. (238,529) and FFT Executive Partners L.P. (73,675). Carlos A. Ferrer, David A. Freeman and Robert T. Thompson are the only members of the limited liability company that serves as the sole general partner of FFT Partners I, L.P., FFT Partners II, L.P. and FFT Executive Partners, L.P. These individuals may be deemed to share beneficial ownership of the shares owned of record by these entities. However, such individuals disclaim beneficial ownership of any such shares. (3) Includes 1,143,268 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days. Certain of the shares reflected as owned by Mr. Queally are owned of record by Welsh, Carson, Anderson & Stowe VIII, L.P. (18,369,388), Welsh, Carson, Anderson & Stowe VI, L.P. (1,617,631), WCAS Healthcare, L.P. (112,137), WCAS Capital Partners III, L.P. (619,356), and WCAS Management Corp. (243). Mr. Queally disclaims beneficial ownership of such shares. (4) Includes 60,560 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days. The shares reflected as owned by Mr. Ferrer are owned of record by FFT Partners I, L.P. (1,780,870), FFT Partners II, L.P. (238,529) and FFT Executive Partners L.P. (73,675). Mr. Ferrer disclaims beneficial ownership of such shares. (5) Includes 1,142,734 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days. Certain of the shares reflected as owned by Mr. Mackesy are owned of record by Welsh, Carson, Anderson & Stowe VIII, L.P. (18,369,388), Welsh, Carson, Anderson & Stowe VI, L.P. (1,617,631), WCAS Healthcare Partners, L.P. (112,137), WCAS Capital Partners III, L.P. (619,356), and WCAS Management Corp. (243). Mr. Mackesy disclaims beneficial ownership of such shares. (6) Includes 29,167 shares that may be acquired pursuant to stock options awarded under incentive compensation plans that are presently exercisable or exercisable within 60 days. (7) Includes 154,667 shares that may be acquired pursuant to stock options awarded under incentive compensation plans that are presently exercisable or exercisable within 60 days, and 3,082 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days. (8) Includes 26,667 shares that may be acquired pursuant to stock options awarded under incentive compensation plans that are presently exercisable or exercisable within 60 days, and 390 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days. (9) Includes 53,334 shares that may be acquired pursuant to stock options awarded under incentive compensation plans that are presently exercisable or exercisable within 60 days, and 585 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days. (10) Includes 90,667 shares that may be acquired pursuant to stock options awarded under incentive compensation plans that are presently exercisable or exercisable within 60 days. (11) Includes 20,367 shares that may be acquired pursuant to stock options awarded under incentive compensation plans that are presently exercisable or exercisable within 60 days, and 1,264 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days. (12) Includes 27,300 shares that may be acquired pursuant to stock options awarded under incentive compensation plans that are presently exercisable or exercisable within 60 days, and 3,082 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days. (13) Includes 3,082 shares that may be acquired pursuant to warrants that are presently exercisable or exercisable within 60 days. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS This Item 13 describes certain relationships and transactions involving us and certain of our directors, executive officers, and other related parties. We believe that all of our transactions described in this Item 13 of this annual report are upon fair and reasonable terms no less favorable than could be obtained in comparable arm's length transactions with unrelated parties. 56 Equity Investor Agreements Stockholders Agreement Concentra Holding, WCAS, investors affiliated with WCAS (the "WCAS Investors"), certain management investors (including the executive officers of Concentra Holding and Concentra Operating), and affiliates of FFT, are parties to a stockholders agreement. The stockholders agreement provides: . for limitations on the transfer of shares owned by the investors; . for tag-along rights for FFT, the management investors, and the WCAS Investors, other than WCAS, to participate in proposed dispositions of Concentra Holding common stock by WCAS; . that in the event that WCAS receives a third-party offer to purchase a significant portion of the outstanding Concentra Holding common stock, WCAS may require FFT, the WCAS Investors and the management investors to accept the offer and sell their shares of Concentra Holding to the third party; and . for preemptive rights to the investors to participate, on a pro rata basis according to their ownership of Concentra Holding capital stock, in equity offerings of Concentra Holding with certain customary exceptions. The stockholders agreement does not provide for any agreements among the WCAS Investors, the management investors, and FFT with respect to voting of shares or management of Concentra Holding. Registration Rights Agreement At the same time, they entered into the stockholders agreement, Concentra Holding, the WCAS Investors, the management investors, and FFT also entered into a registration rights agreement. The registration rights agreement gives the investors certain rights to require Concentra Holding to register their shares of Concentra Holding capital stock under the Securities Act and to include, upon request, their shares in any other registration of shares by Concentra Holding. Class A Common Stock Certain shares of Concentra Holding common stock held by affiliates of FFT are designated Class A common stock. The Amended and Restated Certificate of Incorporation of Concentra Holding provides that the Class A common stock is identical in all respects to Concentra Holding common stock, except that, so long as any Class A common stock is outstanding, the holders of Class A common stock, voting as a class, have the right to elect one member of the Concentra Holding board of directors. All shares of Class A common stock automatically convert into shares of common stock upon the occurrence of certain events, including the completion of a firm commitment underwritten public offering of the common stock of Concentra Holding resulting in gross proceeds to Concentra Holding of at least $30,000,000. Concentra Holding Debt and Equity Instruments WCAS Capital Partners III, L.P., an investment partnership affiliated with WCAS, owns $83.9 million face amount of 14% senior discount debentures due 2010 of Concentra Holding and also holds warrants to acquire 619,356 shares of Concentra Holding common stock for $42.7 million. Messrs. Queally and Mackesy, who are members of WCAS, may be deemed to control WCAS Capital Partners III, L.P. In November 2001, Welsh, Carson, Anderson & Stowe VIII, L.P., WCAS Health Care Partners, L.P., and WCAS Management Corp., entities affiliated with WCAS, as well as a number of individuals affiliated with WCAS, purchased a total of 1,613,160 shares of Concentra Holding common stock at a price of $22.06 per share, together with warrants to purchase an additional 548,951 shares of Concentra Holding common stock for $.01 per share, for an aggregate purchase price of $35,586,311. Messrs. Queally and Mackesy, who are members of WCAS, may be deemed to control the WCAS entities participating in this purchase. In November 2001, FFT Partners II, L.P., an entity affiliated with FFT, purchased 177,969 shares of Concentra Holding common stock at a price of $22.06 per share, together with warrants to purchase an additional 60,560 shares of Concentra Holding common stock for $.01 per share, for an aggregate purchase price of $3,925,996. Mr. Ferrer, who is a member of FFT, may be deemed to control FFT Partners II, L.P. 57 In November 2001, the following directors and executive officers of Concentra Holding and Concentra Operating purchased shares of Concentra Holding common stock and warrants to purchase shares of Concentra Holding common stock, as follows: Mr. Nelson, 9,066 shares and warrants to purchase 3,082 shares for $.01 per share, for an aggregate purchase price of $199,996; Mr. Thomas, 9,066 shares and warrants to purchase 3,082 shares for $.01 per share, for an aggregate purchase price of $199,996; Mr. Comte, 1,147 shares and warrants to purchase 390 shares for $.01 per share, for an aggregate purchase price of $25,303; Mr. Kiraly, 1,721 shares and warrants to purchase 585 shares for $.01 per share, for an aggregate purchase price of $37,965; Mr. Parr, 3,713 shares and warrants to purchase 1,264 shares for $.01 per share, for an aggregate purchase price of $81,909; and Dr. Fogarty, 9,066 shares and warrants to purchase 3,082 shares for $.01 per share, for an aggregate purchase price of $199,996. Other Related-Party Transactions Agreements with the Physician Groups Dr. Fogarty, an executive officer of Concentra Holding and Concentra Operating, is the President, a director and a shareholder of Occupational Health Centers of the Southwest, P.A. ("OHCSW"), and a shareholder, officer, and/or director of several other of the physician groups. We have entered into a 40-year management agreement with each of the physician groups. OHCSW paid approximately $184.2 million in management fees to a subsidiary of Concentra Operating in 2001 under its management agreement with that subsidiary. Dr. Fogarty receives no remuneration from any of the physician groups for serving as an officer or director. Agreements With and Indebtedness of Certain Directors and Executive Officers Concentra Holding has entered into employment agreements with the following executive officers of Concentra Holding and Concentra Operating: Messrs. Thomas, Comte, Greenwood, Kiraly, and Parr, and Dr. Fogarty. The following executive officers and directors participate in an Officer Loan Program whereby Concentra Holding has loaned the following amounts to each such person to enable him to purchase the following number of shares of Concentra Holding common stock at a purchase price of $16.50 per share (in each case, representing fair market value on the date of purchase): Mr. Thomas, $400,000 and 24,242 shares; Mr. Comte, $200,000 and 12,121 shares; Mr. Kiraly, $300,000 and 18,182 shares; Mr. Parr $400,000 and 242,242 shares; Dr. Fogarty, $400,000 and 24,242 shares; and Mr. Nelson, $200,000 and 12,121 shares. Each loan is secured by a pledge of the shares purchased. Each loan bears interest, payable monthly, at the Applicable Federal Rate published by the Internal Revenue Service. Concentra Holding has loaned Mr. Comte $200,000 to assist him with the purchase of a home in connection with his relocation to Dallas, Texas. The loan does not bear interest, is due on December 31, 2002, and is secured by any bonus or incentive compensation payable to Mr. Comte and any gains he may realize on exercise of Concentra Holding stock options. Finally, the Company pays the premiums for life insurance policies on the life of Mr. Comte and on the lives of Messrs. Thomas, Greenwood, Kiraly, and Parr, and Dr. Fogarty and their respective spouses. See Item 11 "Executive Compensation--Other Compensation Arrangements" for a discussion of these agreements and arrangements. Acquisition of National Healthcare Resources, Inc. In November 2001, in a transaction valued at $141.8 million (consisting of $83.0 million in Concentra Holding common stock, $1.0 million in cash, and assumption of $57.8 million in NHR indebtedness), we acquired NHR, a provider of care management and network services to the workers' compensation and auto insurance industries on a national level. NHR's businesses are complementary in nature to and significantly expand our care management and network services businesses. See Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Significant Acquisitions." Mr. Mackesy served on NHR's board of directors. Entities and individuals affiliated with WCAS owned approximately 48% of NHR. In the transaction, WCAS entities and individuals as a group received 1,740,803 shares of Concentra Holding common stock, representing 5.5% of total outstanding Concentra Holding common stock. 58 Acquisition of HealthNetwork Systems, L.L.C./Joint Marketing Agreement In November 2001, in a transaction valued at approximately $30.9 million, we acquired HNS, a provider of network services such as provider bill re-pricing and provider data management for health plans and other payors. See Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Significant Acquisitions." HNS's services are complementary to our existing services. Mr. Nelson, a director of Concentra Operating and of Concentra Holding, was the President and Chief Executive Officer of HNS. Messrs. Nelson, Queally and Mackesy, each of whom is a director of Concentra Holding and Concentra Operating, and Mr. Thomas, a director and executive officer of Concentra Holding and Concentra Operating, owned equity interests in HNS. For each, the percentage of total HNS equity ownership and the amount received in the transaction were as follows: Mr. Nelson, 19.84% and $5,389,750 (plus repayment of debt in the amount of $230,447); Mr. Thomas, 1.97% and $603,146; Mr. Queally, 0.55% and $169,419; and Mr. Mackesy, 0.53% and $162,747. Until our acquisition of HNS, we were party to a Joint Marketing Agreement with HNS, pursuant to which HNS performed marketing and sales services for certain of our network services businesses. We paid HNS approximately $0.7 million in 2001 pursuant to the Joint Marketing Agreement. Em3 Corporation We provide certain administrative services to Em3 Corporation ("Em3"), a company engaged in providing a proprietary, information technology and software-based system for the management of work-related injuries. Our administrative services agreement with Em3 is terminable by either party, without cause and without penalty, upon thirty days notice. The administrative services we provide include leasing employees to Em3, providing office space, providing access to certain of our software and systems and related administrative services. During the twelve-month period ending December 31, 2001, Em3 paid us $7.4 million for the administrative services and reimbursable expenses we provided. We have no ownership interest of any kind in Em3, nor do we have any option, right or obligation, directly or indirectly, to acquire any ownership interest of any kind in Em3. Except for our obligation to provide administrative services described in the above paragraph, we have no indebtedness or other obligation of any kind to Em3 nor have we guaranteed any indebtedness or other obligations of Em3. Except for the current, monthly obligation to compensate us for those administrative services, Em3 is not indebted to us in any manner. The stockholders of Em3 are primarily the same as Concentra Holding's principal stockholders. The percentage of total Em3 share ownership by our principal stockholders and by our directors and executive officers are as follows: WCAS-affiliated entities and individuals as a group, 66.2%; FFT entities, 6.7%; Mr. Queally, 0.08%; Mr. Mackesy, 0.04%; Mr. Carlyle, 0.5%; Mr. Thomas, 0.5%; Mr. Comte, 0.05%; Mr. Greenwood, 0.6%; Mr. Parr, 0.07%; and Dr. Fogarty, 1%. Messrs. Greenwood, Carlyle, Queally, Mackesy and Ferrer serve on Em3's board of directors. OccMed Systems, Inc. We provide certain management and administrative services to OccMed Systems, Inc. ("OccMed Systems"), a company engaged in developing new, free-standing, primary care occupational healthcare centers. Our management and administrative services agreement with OccMed Systems continues through October 1, 2005. The services we provide include managing the development and construction of OccMed Systems' occupational healthcare centers, leasing employees to OccMed Systems, recruiting, hiring, and training employees for its occupational healthcare centers, and providing accounting, billing and collection services for its occupational healthcare centers. As of December 31, 2001, OccMed Systems owed us $2.2 million for the management and administrative services and reimbursable expenses we provided for the year then ended. This amount was paid in full in January 2002. We have no ownership interest of any kind in OccMed Systems, nor do we have any option, right or obligation, directly or indirectly, to acquire any ownership interest of any kind in OccMed Systems. Except for our obligation to provide management and administrative services described in the next paragraph, we have no indebtedness or other obligation of any kind to OccMed Systems nor have we guaranteed any indebtedness or other obligations of OccMed Systems. Except for the current, monthly obligation to compensate us for those management and administrative services, OccMed Systems is not indebted to us in any manner. 59 The stockholders of OccMed Systems are primarily the same as Concentra Holding's principal stockholders and include certain of our directors. The percentage of total OccMed Systems share ownership by our principal stockholders and by our directors are as follows: WCAS-affiliated entities and individuals as a group, 69%; FFT entities, 8%; Mr. Queally, 0.09%; and Mr. Mackesy, 0.04%. Messrs. Queally, Mackesy and Ferrer serve on the OccMed Systems board of directors. 60 Part IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K (a) 1. Consolidated Financial Statements The following consolidated financial statements of the Company are included in Item 8. Reports of Independent Accountants F-1 Consolidated Balance Sheets-December 31, 2001 and 2000 F-3 Consolidated Statements of Operations-Years Ended December 31, 2001, 2000 and 1999 F-4 Consolidated Statements of Cash Flows-Years Ended December 31, 2001, 2000 and 1999 F-5 Consolidated Statements of Stockholder's Equity-Years Ended December 31, 1999, 2000 and 2001 F-6 Notes to Consolidated Financial Statements F-7

2. Financial Statement Schedule The financial statement schedule, Supplemental Schedule II--Valuation and Qualifying Accounts, is filed with this report and appears on page S-1. The Report of Independent Public Accountants on Schedule is filed with this report and appears on page S-2. All other schedules for which provision is made in Regulation S-X of the Securities and Exchange Commission are not required under the related instructions or are not applicable and, therefore, have been omitted. 3. Exhibits: The following is a list of exhibits filed as part of the Form 10-K: Exhibit Number Description - ------ ----------- 2.1 Agreement and Plan of Reorganization dated August 29, 1997, by and among CRA Managed Care, Inc., OccuSystems, Inc., and Concentra Inc., formerly known as Concentra Managed Care, Inc. ("Concentra Holding") (incorporated by reference as Exhibit 2.1 to Concentra Holding's Annual Report on Form 10-K for the year ended December 31, 1997). 2.2 Agreement and Plan of Merger dated February 24, 1998, by and among Concentra Holding and Preferred Payment Systems, Inc. (incorporated by reference to Exhibit 2.2 to Concentra Holding's Annual Report on Form 10-K for the year ended December 31, 1997). 2.3 Agreement and Plan of Merger dated March 2, 1999, by and between Yankee Acquisition Corp. and Concentra Holding (incorporated by reference to Exhibit 2.1 to Concentra Holding's Current Report on Form 8-K filed on March 3,1999). 2.4 Amended and Restated Agreement and Plan of Merger dated March 24, 1999, by and between Yankee Acquisition Corp. and Concentra Holding (incorporated by reference to Exhibit 2.1 to Concentra Holding's Current Report on Form 8-K filed on July 14, 1999). **2.5 Agreement and Plan of Merger dated as of November 2, 2001, by and among Concentra Holding, NHR Acquisition Company, Inc., and National Healthcare Resources, Inc. 61 *3.1 Articles of Incorporation of Concentra Operating Corporation ( "Concentra Operating "). *3.2 Amended and Restated By-Laws of Concentra Operating. *4.1 Indenture dated as of August 17, 1999, by and between Concentra Operating and United States Trust Company of New York, as Trustee, relating to the 13% Senior Subordinated Notes due 2009 of Concentra Operating. **4.2 Supplemental Indenture dated as of November 5, 2001, among Concentra Operating, HealthNetwork Systems, LLC, Medical Network Systems, LLC, and The Bank of New York, as Trustee, relating to the 13% Senior Subordinated Notes due 2009 of Concentra Operating. **4.3 Supplemental Indenture dated as of November 20, 2001, among Concentra Operating, National Healthcare Resources, Inc., and The Bank of New York, as Trustee, relating to the 13% Senior Subordinated Notes due 2009 of Concentra Operating. *4.4 Indenture dated as of August 17, 1999, by and between Concentra Holding and United States Trust Company of New York, as Trustee, relating to the 14% Senior Discount Debentures due 2010. *4.5 Warrant Agreement dated as of August 17, 1999, by and among Concentra Holding and the several persons named on Schedule I thereto. **4.6 Amendment No. 1 to Warrant Agreement dated as of November 1, 2001, by and among Concentra Holding and the several warrant holders that are signatories thereto. 4.7 Form of 13% Series B Senior Subordinated Notes due 2009 of Concentra Operating (included as an exhibit to Exhibit 4.1). 4.8 Form of 14% Senior Discount Debentures due 2010 of Concentra Holding (included as an exhibit to Exhibit 4.4). 4.9 Form of Warrant to acquire Concentra Holding common stock (included as an exhibit to Exhibit 4.5). *4.10 Registration Rights Agreement dated as of August 17, 1999 by and among Concentra Operating, the Guarantors set forth on the signature pages thereof, and Donaldson, Lufkin & Jenrette Securities Corporation, Chase Securities, Inc., Credit Suisse First Boston Corporation, Deutsche Bank Securities, Inc. and Fleet Securities, Inc., as initial purchasers. **4.11 Warrant Agreement dated as of November 1, 2001, by and among Concentra Holding and the several persons that are signatories thereto. **4.12 Form of Warrant to acquire Concentra Holding common stock (included as an exhibit to Exhibit 4.11). *4.13 Registration Rights Agreement dated as of August 17, 1999 by and among Concentra Holding, and the persons named in Schedules I and II thereto. 62 **4.14 Amendment No. 1 to Registration Rights Agreement dated as of November 1, 2001, by and among Concentra Holding, and the persons named in Schedules I and II thereto. **4.15 Amendment No. 2 to Registration Rights Agreement dated as of November 5, 2001, by and among Concentra Holding and the several persons that are signatories thereto. *10.1 Purchase Agreement dated August 17, 1999, by and among Concentra Operating, the Guarantors set forth on the signature pages thereof, and Donaldson, Lufkin & Jenrette Securities Corporation, Chase Securities, Inc., Credit Suisse First Boston Corporation, Deutsche Bank Securities, Inc. and Fleet Securities, Inc., as initial purchasers, relating to the issuance and sale of $190,000,000 aggregate principal amount of Concentra Operating's 13% Senior Subordinated Notes due 2009, Series A. **10.2 Securities Purchase Agreement dated November 1, 2001, by and among Concentra Holding and the several purchasers named on Schedule I thereto, relating to the issuance and sale of 2,266,546 shares of Concentra Holding common stock and warrants to purchase 771,277 shares of Concentra Holding common stock. *10.3 Credit Agreement dated as of August 17, 1999, by and among Concentra Holding, Concentra Operating, the Several Lenders from time to time parties thereto, The Chase Manhattan Bank, as Administrative Agent, Credit Suisse First Boston and Fleet National Bank, as Co-Documentation Agents, and DLJ Capital Funding, Inc., as Syndication Agent (the "Credit Agreement"). 10.4 Credit Facility Agreement dated as of August 17, 1999, by and among Concentra Holding, Concentra Operating, the Several Lenders from time to time parties thereto, The Chase Manhattan Bank, as Administrative Agent, Credit Suisse First Boston and Fleet National Bank, as co-Documentation Agents and DLJ Capital Funding, Inc., as Syndication Agent, Amended and Restated as of March 21, 2000 (incorporated by reference to Exhibit 10.3 to Concentra Operating's Annual Report on Form 10-K for the year ended December 31, 1999). **10.5 First Amendment and Waiver dated as of October 18, 2001, by and among Concentra Holding, Concentra Operating, the Several Lenders from time to time parties to the Credit Agreement, The Chase Manhattan Bank, as Administrative Agent, Credit Suisse First Boston and Fleet National Bank, as co-Documentation Agents and Credit Suisse First Boston, successor to DLJ Capital Funding, Inc., as Syndication Agent *10.6 Purchase Agreement dated August 17, 1999, by and among Concentra Holding and the several persons named on Schedule I thereto, relating to the issuance and sale of $110,000,000 aggregate face amount of Concentra Holding's 14% Senior Discount Debentures due 2010 and Warrants to acquire Concentra Holding common stock. +*10.7 Concentra Managed Care, Inc. 1999 Stock Option and Restricted Stock Purchase Plan. +10.8 Concentra Managed Care, Inc. 1997 Long-Term Incentive Plan (incorporated by reference to Appendix G to the Joint Proxy Statement/Prospectus forming a part of Concentra Holding's Registration Statement on Form S-4 filed on July 31, 1997). 63 +*10.9 Employment Agreement dated as of August 17, 1999, between Concentra Holding and W. Tom Fogarty. +*10.10 Employment Agreement dated as of August 17, 1999, between Concentra Holding and James M. Greenwood. +*10.11 Employment Agreement dated as of August 17, 1999, between Concentra Holding and Richard A. Parr II. +*10.12 Employment Agreement dated as of August 17, 1999, between Concentra Holding and Daniel J. Thomas. +*10.13 Employment Agreement dated as of August 17, 1999, between Concentra Holding and Thomas E. Kiraly. +10.14 Employment Agreement dated as of December 4, 2000, between Concentra Holding and William H. Comte (incorporated by reference to Exhibit 10.16 to Concentra Operating's Annual Report on Form 10-K for the year ended December 31, 2000). 10.15 Indemnification Agreement dated as of September 17, 1997, between Concentra Holding and Daniel J. Thomas (identical agreements were executed as of September 17, 1997, between Concentra Holding and each of the following: Joseph F. Pesce, Richard A. Parr II, James M. Greenwood, W. Tom Fogarty, Kenneth Loffredo, Mitchell T. Rabkin, George H. Conrades, Robert A. Ortenzio, Lois E. Silverman, Paul B. Queally, John K. Carlyle) (incorporated by reference to Exhibit 10.17 to Concentra Holding's Annual Report on Form 10-K for the year ended December 31, 1997). 10.16 Indemnification Agreement dated as of May 13, 1998, between Concentra Holding and Hon. Willis D. Gradison, Jr. (identical agreements executed between Concentra Holding and Stephen Read (dated December 16, 1997), Richard D. Rehm, M.D. (dated May 13, 1998), Eliseo Ruiz III (dated May 11, 1998), Scott Henault (dated September 17, 1997), Darla Walls (dated December 16, 1997), Jeffrey R. Luber (dated December 16, 1997) and Martha Kuppens (dated December 16, 1997)) (incorporated by Reference to Exhibit 10.3 to Concentra Holding's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998). 10.17 Occupational Medicine Center Management and Consulting Agreement dated as of December 31, 1993, between Concentra Health Services, Inc. (formerly OccuCenters, Inc.) ("CHS") and Occupational Health Centers of Southwest, P.A., a Texas professional association (incorporated by reference to Exhibit 10.6 to OccuSystems' Annual Report on Form 10-K for the year ended December 31, 1995). 10.18 Occupational Medicine Center Management and Consulting Agreement dated as of December 31, 1993, between CHS and Occupational Health Centers of Southwest, P.A., an Arizona professional association (incorporated by reference to Exhibit 10.7 to OccuSystems' Annual Report on Form 10-K for the year ended December 31, 1995). 10.19 Occupational Medicine Center Management and Consulting Agreement dated as of December 31, 1993, between CHS and Occupational Health Centers of New Jersey, a New Jersey professional association (incorporated by reference to Exhibit 10.8 to OccuSystems' Registration Statement on Form S-1 filed on March 28, 1996). 64 **10.20 Interim Administrative Services Agreement dated September 28, 2000, by and between CHS and Em3 Corporation, formerly known as DevCorp Systems, Inc. ("Em3"). **10.21 Amendment No. 1 to Interim Administrative Services Agreement dated as of July 1, 2001, by and between CHS and Em3. **10.22 Interim Software License Agreement dated October 1, 2000, by and among CHS, First Notice Systems, Inc. ("FNS"), and Em3. **10.23 Amendment No. 1 to Interim Software License Agreement dated July 1, 2001, by and among CHS, FNS and Em3. **10.24 Administrative Services Agreement dated October 1, 2000, by and between CHS and OccMed Systems, Inc., formerly known as Concentra Development Corporation 2000. *10.25 Stockholders Agreement dated as of August 17, 1999, by and among Concentra Holding and the several persons named in Schedules I and II thereto. **10.26 Amendment No. 1 to Stockholders Agreement dated as of November 1, 2001, by and among Concentra Holding and the several persons named in Schedules I and II thereto. **10.27 Stockholders Agreement dated as of November 20, 2001, by and among Concentra Holding, Welsh, Carson, Anderson & Stowe VIII, L.P., certain holders of common stock and warrants to purchase common stock of Concentra Holding, certain stockholders of National Healthcare Resources, Inc., and Ferrer, Freeman, Thompson & Co., LLC. **21.1 Subsidiaries of Concentra Operating. **99.1 Management representation letter regarding Arthur Andersen LLP, dated March 29, 2002. - ---------- * Incorporated by reference to the Registrants' Registration Statement on Form S-4, initially filed on November 12, 1999. ** Filed herewith. + Indicates that Exhibit is a management contract or compensatory plan or arrangement (b) Reports on Form 8-K. Form 8-K filed October 26, 2001 reporting under Item 5 the Company's press release announcing the Company's earnings for the nine months ended September 30, 2001. Form 8-K filed December 4, 2001 reporting under Item 2 and Item 7 the Company's acquisition of National Healthcare Resources, Inc. and of HealthNetwork Systems, LLC. 65 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 29th day of March, 2002. CONCENTRA OPERATING CORPORATION By: /s/ THOMAS E. KIRALY -------------------------------------------------- Thomas E. Kiraly Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated.
Signature Title Date --------- ----- ---- /s/ DANIEL J. THOMAS President, Chief Executive March 29, 2002 - ------------------------------ Officer and Director Daniel J. Thomas (Principal Executive Officer) /s/ THOMAS E. KIRALY Executive Vice President, Chief March 29, 2002 - ------------------------------ Financial Officer and Thomas E. Kiraly Treasurer (Principal Financial and Accounting Officer) /s/ PAUL B. QUEALLY Chairman and Director March 29, 2002 - ------------------------------ Paul B. Queally /s/ JOHN K. CARLYLE Director March 29, 2002 - ------------------------------ John K. Carlyle CARLOS A. FERRER Director March 29, 2002 - ------------------------------ Carlos Ferrer /s/ JAMES T. KELLY Director March 29, 2002 - ------------------------------ James T. Kelly /s/ D. SCOTT MACKESY Director March 29, 2002 - ------------------------------ D. Scott Mackesy STEVEN E. NELSON Director March 29, 2002 - ------------------------------ Steven E. Nelson
66 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholder of Concentra Operating Corporation: In our opinion, the consolidated financial statements listed in the index appearing under Item 14(a)(1) on page 61 present fairly, in all material respects, the financial position of Concentra Operating Corporation and its subsidiaries at December 31, 2001, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 14 (a) (2) on page 61 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP Dallas, Texas February 11, 2002 F-1 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Shareholder and Board of Directors of Concentra Operating Corporation: We have audited the accompanying consolidated balance sheet of Concentra Operating Corporation (a Nevada corporation and a wholly owned subsidiary of Concentra Inc.) and subsidiaries (the Company) as of December 31, 2000, and the related consolidated statements of operations, cash flows and stockholder's equity for each of the two years in the period ended December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Concentra Operating Corporation and subsidiaries as of December 31, 2000, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. As explained in Note 1 in the notes to consolidated financial statements, effective January 1, 2000, the Company changed its method of revenue recognition for its post payment bill review services. As explained in Note 5 in the notes to consolidated financial statements, the Company changed its method of accounting for its derivatives which include the interest rate collar arrangements. /s/ ARTHUR ANDERSEN LLP ------------------------------------------ ARTHUR ANDERSEN LLP Dallas, Texas, November 20, 2001 F-2 CONCENTRA OPERATING CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts)
December 31, ------------------------- 2001 2000 --------- --------- ASSETS Current assets: Cash and cash equivalents $ 7,308 $ 6,549 Accounts receivable, net 181,023 160,418 Prepaid expenses and other current assets 21,484 14,608 Deferred income taxes 17,276 10,071 --------- --------- Total current assets 227,091 191,646 Property and equipment, net 132,302 109,110 Goodwill and other intangible assets, net 475,500 323,162 Other assets 32,072 58,751 --------- --------- Total assets $ 866,965 $ 682,669 ========= ========= LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Revolving credit facility $ 6,000 $ -- Current portion of long-term debt 4,211 5,228 Accounts payable 22,282 4,916 Accrued expenses 67,507 36,499 Accrued payroll and related expenses 44,119 28,774 --------- --------- Total current liabilities 144,119 75,417 Long-term portion of debt 552,270 556,334 Deferred income taxes 27,915 19,743 Other liabilities 39,179 31,846 Fair value of hedging arrangements 25,883 9,586 --------- --------- Total liabilities 789,366 692,926 Commitments and contingencies (See Note 8) Stockholder's equity: Common stock--$.01 par value; 10,000 shares authorized and 1,000 shares issued and outstanding -- -- Paid-in capital 168,159 38,829 Retained deficit (90,560) (49,086) --------- --------- Total stockholder's equity 77,599 (10,257) --------- --------- Total liabilities and stockholder's equity $ 866,965 $ 682,669 ========= =========
The accompanying notes are an integral part of these consolidated financial statements. F-3 CONCENTRA OPERATING CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands)
Years Ended December 31, ----------------------------------------- 2001 2000 1999 --------- --------- --------- Revenue: Health Services $ 429,326 $ 399,660 $ 330,064 Network Services 185,267 162,596 158,022 Care Management Services 228,315 189,905 193,326 --------- --------- --------- Total revenue 842,908 752,161 681,412 Cost of services: Health Services 348,767 321,784 265,083 Network Services 110,187 100,741 95,734 Care Management Services 200,166 170,899 173,672 --------- --------- --------- Total cost of services 659,120 593,424 534,489 --------- --------- --------- Total gross profit 183,788 158,737 146,923 General and administrative expenses 81,098 66,491 65,291 Amortization of intangibles 15,741 14,628 12,960 Non-recurring charges 546 -- 54,419 Charges for acquisition of affiliate 5,519 -- -- --------- --------- --------- Operating income 80,884 77,618 14,253 Interest expense, net 66,669 68,129 32,879 Loss on change in fair value of hedging arrangements 13,602 9,586 -- (Income) loss of acquired affiliate, net of tax 5,833 262 (723) Other, net 743 (725) (391) --------- --------- --------- Income (loss) before income taxes and cumulative effect of accounting change (5,963) 366 (17,512) Provision for income taxes 3,757 4,362 8,269 --------- --------- --------- Loss before cumulative effect of accounting change (9,720) (3,996) (25,781) Cumulative effect of accounting change, net of tax -- 2,817 -- --------- --------- --------- Net loss $ (9,720) $ (6,813) $ (25,781) ========= ========= =========
The accompanying notes are an integral part of these consolidated financial statements. F-4 CONCENTRA OPERATING CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
Years Ended December 31, ---------------------------------------- 2001 2000 1999 --------- -------- --------- Operating Activities: Net loss $ (9,720) $ (6,813) $ (25,781) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation of property and equipment 28,783 25,889 22,282 Amortization of intangibles 15,741 14,628 12,960 Loss on change in fair value of hedging arrangements 13,602 9,586 -- Charges for acquisition of affiliate 5,519 -- -- Non-recurring charges 546 -- -- Write-off of fixed assets 91 238 402 Cumulative effect of accounting change -- 2,817 -- Gain on sale of assets -- (100) -- Merger related stock plan compensation expense -- -- 14,555 Changes in assets and liabilities, net of acquired assets and liabilities: Accounts receivable, net 2,520 (6,309) (19,171) Prepaid expenses and other assets 1,225 (1,395) 10,037 Accounts payable and accrued expenses 31,027 308 12,989 --------- -------- --------- Net cash provided by operating activities 89,334 38,849 28,273 --------- -------- --------- Investing Activities: Acquisitions, net of cash acquired (107,174) (9,737) (55,234) Purchases of property and equipment (33,113) (30,901) (35,953) Proceeds from the licensing of internally-developed software 1,103 1,625 -- Proceeds from sale of property and equipment and other -- 400 -- Sale of investments -- -- 15,523 --------- -------- --------- Net cash used in investing activities (139,184) (38,613) (75,664) --------- -------- --------- Financing Activities: Contribution from issuance of common stock by parent 49,746 -- -- Borrowings (payments) under revolving credit facilities, net 6,000 (4,000) 4,000 Repayments of long-term debt (5,137) (3,141) (2,142) Payment of deferred financing costs -- (1,681) (18,000) Proceeds from the issuance of long-term debt -- 764 565,701 Repayments of long-term debt and other merger payments -- -- (577,077) Merger related stock option and warrant payments -- -- (14,427) Net proceeds from the issuance of common stock under employee stock purchase and option plans -- -- 2,579 --------- -------- --------- Net cash provided by (used in) financing activities 50,609 (8,058) (39,366) --------- -------- --------- Net Increase (Decrease) in Cash and Cash Equivalents 759 (7,822) (86,757) Cash and Cash Equivalents, beginning of year 6,549 14,371 101,128 --------- -------- --------- Cash and Cash Equivalents, end of year $ 7,308 $ 6,549 $ 14,371 ========= ======== ========= Supplemental Disclosure of Cash Flow Information: Interest paid $ 62,332 $ 69,732 $ 26,621 Income taxes paid (received), net $ (1,623) $ (6,050) $ (838) Liabilities and debt assumed in acquisitions $ 50,275 $ 7,191 $ 19,039 Net asset contribution from parent $ 74,564 $ -- $ 590,156
The accompanying notes are an integral part of these consolidated financial statements. F-5 CONCENTRA OPERATING CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (in thousands, except share amounts)
$ 0.01 Par Value Common Stock -------------------- Other Number Paid-in Comprehensive Retained Stockholder's of Shares Value Capital Income Deficit Equity --------- ----- ------- ------ ------- ------ Balance, December 31, 1998 47,104,412 $ 471 $ 270,654 $ 60 $(31,310) $ 239,875 Common stock issued under employee stock purchase and option plans and related tax benefit 295,757 3 2,435 -- -- 2,438 Amortization of deferred compensation -- -- 435 -- -- 435 Unrealized loss on marketable securities -- -- -- (87) -- (87) Elimination of predecessor balance (47,400,169) (474) (273,524) 27 14,016 (259,955) Net equity contribution from parent 1,000 -- 590,156 -- -- 590,156 Distribution to parent -- -- (585,631) -- -- (585,631) Contributed equity from acquired affiliate (see Note 4) -- -- 25,353 -- -- 25,353 Net loss -- -- -- -- (25,781) (25,781) ---------- ----- --------- -------- -------- --------- Balance, December 31, 1999 1,000 -- 29,878 -- (43,075) (13,197) Amortization of deferred compensation -- -- -- -- 802 802 Restricted stock retirement -- -- (508) -- -- (508) Tax benefits from parent (see Note 7) -- -- 9,459 -- -- 9,459 Net loss -- -- -- -- (6,813) (6,813) ---------- ----- --------- -------- -------- --------- Balance, December 31, 2000 1,000 -- 38,829 -- (49,086) (10,257) Amortization of deferred compensation -- -- -- -- 398 398 Restricted stock retirement -- -- (495) -- -- (495) Tax benefits from parent (see Note 7) -- -- 5,515 -- -- 5,515 Contribution from issuance of common stock by parent -- -- 124,310 -- -- 124,310 Deemed dividend from acquisition of affiliate (see Note 4) -- -- -- -- (32,152) (32,152) Net loss -- -- -- -- (9,720) (9,720) ---------- ----- --------- -------- -------- --------- Balance, December 31, 2001 1,000 $ -- $ 168,159 $ -- $(90,560) $ 77,599 ========== ===== ========= ======== ======== =========
The accompanying notes are an integral part of these consolidated financial statements F-6 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation On August 29, 1997, Concentra Inc. ("Concentra Holding") was formed by the merger (the"1997 Merger") of CRA Managed Care, Inc. ("CRA") and OccuSystems, Inc. ("OccuSystems"). As a result of the 1997 Merger, CRA changed its name to Concentra Managed Care Services, Inc. ("Managed Care Services") and OccuCenters, Inc., the operating subsidiary of OccuSystems, changed its name to Concentra Health Services, Inc. ("Health Services"). On August 17, 1999, Concentra Holding merged (the "1999 Merger") with Yankee Acquisition Corp. ("Yankee"), a corporation formed by Welsh, Carson, Anderson & Stowe VIII, L.P. ("WCAS"), a 14.9% stockholder of Concentra Holding. As a result of the 1999 Merger, 41.1 million outstanding shares of Concentra Holding common stock were converted to cash. The remaining 6.3 million shares held by Yankee were not converted. WCAS held approximately 86%, funds managed by Ferrer Freeman Thompson & Co., LLC ("FFT") held approximately 7%, and other investors held approximately 7% of the post-merger shares of common stock of Concentra Holding, Concentra Operating Corporation's parent company. Simultaneous with the right to receive cash for shares, Yankee merged with and into Concentra Holding, the surviving entity, and Concentra Holding contributed all of its operating assets, liabilities, and shares in its subsidiaries, including Health Services, Managed Care Services and Concentra Preferred Systems, Inc. ("CPS"), with the exception of $110.0 million of 14% senior discount debentures and $327.7 million of 6.0% and 4.5% convertible subordinated notes to Concentra Operating Corporation (the "Company" or "Concentra Operating"), a wholly-owned subsidiary of Concentra Holding, in exchange for 1,000 shares of Concentra Operating common stock. To finance the acquisition of Concentra Holding, WCAS, FFT and other investors invested approximately $423.7 million in equity financing and $110.0 million of 14% senior discount debentures. This additional debt is not guaranteed by Concentra Operating. The 1999 Merger was valued at approximately $1.1 billion, including refinancing Concentra Holding's existing debt that was tendered in the third quarter of 1999, and was accounted for as a recapitalization transaction, with no changes to the historical cost basis of Concentra Holding's and Concentra Operating's assets or liabilities. The accompanying consolidated financial statements as of December 31, 2001 and 2000, and for each of the three years ended December 31, 2001, and related footnotes reflect the operating results of Concentra Holding through August 17, 1999 and of Concentra Operating thereafter. Concentra Holding and Concentra Operating are presented together through August 17, 1999 since they represent the same reporting entity for the periods presented. Earnings per share has not been reported for all periods presented, as Concentra Operating is a wholly-owned subsidiary of Concentra Holding and has no publicly held shares. Concentra Operating is a leading comprehensive outsource solution for containing healthcare and disability costs. Serving the occupational, auto and group healthcare markets, Concentra Operating provides employers, insurers and payors with a series of integrated services which include employment-related injury and occupational health care, in-network and out-of-network medical claims review and re-pricing, access to specialized preferred provider organizations, first notice of loss services, case management and other cost containment services. The Company provides these services through its Health Services, network services ("Network Services") and care management services ("Care Management Services") segments. (See "Note 11, Segment Information"). 2. Summary of Significant Accounting Policies (a) Consolidation The consolidated financial statements include the accounts of all subsidiaries and joint ventures in which a controlling interest is held, including Health Services, Managed Care Services and Concentra Preferred Systems, Inc. Investments in certain joint ventures where the Company owns a 50% or less interest are accounted for on an equity basis and, accordingly, consolidated income includes the Company's share of their income. For joint ventures where the Company owns a more than 50% interest, minority interests of $16.4 million and $18.6 million were included in other liabilities at December 31, 2001 and 2000, respectively. All significant intercompany accounts and transactions are eliminated in consolidation. Physician and physical therapy services are provided at the Health Services centers under management agreements with affiliated physician associations (the "Physician Groups"), which are independently organized professional corporations that hire licensed physicians and physical therapists to provide medical services to the centers' patients. The management agreements have 40-year terms and provide for the wide array of services that F-7 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Health Services offers to the physician groups, such as: providing nurses and other medical support personnel, practice and facilities management, billing and collection, accounting, tax and financial management, human resource management, risk management, and marketing and information-based services. Health Services has a nominee shareholder relationship with the Physician Groups as defined in EITF 97-2, "Application of APB Opinion No. 16 and FASB Statement No. 94 to Physician Practice Entities," and as a result, the financial statements of the Physician Groups are consolidated. The Company's management fees from the Physician Groups are calculated as a percentage of collected revenue net of compensation, benefits and other expenses incurred by the Physician Groups. (b) Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents. The carrying amount approximates fair value due to the short maturity of those instruments. (c) Revenue Recognition The Company generally recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement, the services have been provided to the customer, the sales price is fixed or determinable and collectibility is reasonably assured. The Company reduces revenue for estimated sales and other adjustment allowances. In addition to the aforementioned general policy, the following are the specific revenue recognition policies of each segment of our operations. Health Services Health Services consists of two primary components: (i) workers' compensation injury care and related services; and (ii) non-injury healthcare services related to employer needs or statutory requirements. The provider reimbursement methods for workers' compensation injury care and related services vary on a state-by-state basis. Of the 33 states in which the Company currently operates occupational healthcare centers, 25 have fee schedules pursuant to which all healthcare providers are uniformly reimbursed. The fee schedules are determined by each state and generally prescribe the maximum amounts that may be reimbursed for a designated procedure. In the states without fee schedules, healthcare providers are reimbursed based on usual, customary and reasonable fees charged in the particular state in which the services are provided. Billings for services in states with fee schedules are included in revenue net of allowance for estimated differences between list prices and allowable fee schedule rates. Adjustments to the allowance based on final payment from the states are recorded upon settlement. The Company records the net revenue amount as accounts receivable. Network Services A portion of Network Services' revenue is derived from fee schedule auditing prior to the related invoices being paid by our clients. The Company's fees are normally based on the number and amount of charges reviewed and a percentage of savings achieved for our clients, who are then obligated to pay for these services. During the fee schedule audit process (i.e., medical bill review), each bill reviewed and audited is returned to the customer accompanied by an Explanation of Benefit ("EOB"). The EOB details the total savings with respect to the bill being reviewed as well as the amount owed to the Company as a percentage of savings identified and the line charge associated with the bill being reviewed. Insurance claims are screened by the Company prior to the customer's internal review procedures to determine if the claims should be further negotiated or are payable by the customer. During the customer's review process, some claims have pre-existing preferred provider organization ("PPO") or healthcare maintenance organization arrangements, or other pre-existing conditions and disqualifying situations. When these situations occur, a refund (chargeback) is requested for the amounts paid (invoiced) on these claims. The Company's policies are to record a sales allowance as an offset to revenue and accounts receivable based upon the historical tracking of discounts and chargebacks at the time the claims are modeled. A portion of the sales and doubtful account allowances attributable to this revenue is based on historical experience of ineligible claims that are either charged back or given a negotiated discount. The Company utilizes several methods to project unpresented discounts and chargebacks F-8 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) including a tracking of the actual experience of contractual discounts. Other factors that affect collectibility and bad debts for each service line are also evaluated and additional allowance amounts are provided as necessary. Another portion of Network Services revenue relates to retrospective, or "post-payment" bill review services. In December 1999, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements." SAB 101 provides additional guidance in applying generally accepted accounting principles for revenue recognition in financial statements. New implementation guidance issued by the SEC in the fourth quarter of 2000 required the Company to recognize revenue from its post-payment bill review services effectively on a cash basis. Prior to adoption of this standard, the Company recognized this revenue as savings were identified for its clients. The cumulative charge recognized in 2000 from this change in accounting principle was $2.8 million, net of tax effect of $2.3 million. Pro forma net loss, assuming the new revenue recognition standard was applied retroactively, was as follows: 2000 1999 ------- -------- Net loss: As reported $(6,813) $(25,781) Pro forma $(3,996) $(28,598) Care Management Services Revenue for the Company's case management and independent medical examinations businesses is recognized as the services are performed. Accounts receivable at December 31, 2001 and 2000, include $12.9 million and $6.5 million, respectively, of unbilled accounts receivable relating to services rendered during the period but not invoiced until after the period-end. These unbilled accounts receivable relate primarily to Case Management services, which are billed on an hourly basis, whereby the Company has not yet provided a sufficient amount of services to warrant the generation of an invoice. The customers are obligated to pay for the services once performed, except in the case of task-based projects, as discussed above. The Company estimates unbilled accounts receivable by tracking and monitoring its historical experience. (d) Sales Allowances Management makes estimates of potential sales allowances related to current period service revenue. Management analyzes historical collection adjustment experience when evaluating the adequacy of the sales allowances. Significant management judgments and estimates must be made and used in connection with establishing the sales allowances in any accounting period. Material differences could result in the amount and timing of revenue for any period if management made different judgments or utilized different estimates. The Company's total contractual provision offset against revenue during the years ended December 31, 2001, 2000 and 1999, was $20.9 million, $31.5 million and $27.8 million, respectively. Sales allowances on the Company's accounts receivable at December 31, 2001 and 2000 were $24.1 million and $17.7 million, respectively. F-9 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (e) Property and Equipment Property and equipment are recorded at cost or fair market value at the date of acquisition. Major expenditures for property, plant and equipment and those which substantially increase useful lives are capitalized. Direct internal and external costs of developing software for internal use, including programming and enhancements, are capitalized and amortized over the estimated useful lives once the software is placed in service. Software training costs, maintenance and repairs are expensed as incurred. When assets are sold or otherwise disposed of, costs and related accumulated depreciation are removed from the financial statements and any resulting gains or losses are included in operating income. Property and equipment were comprised of the following, as of December 31 (in thousands): 2001 2000 --------- --------- Land $ 2,775 $ 2,775 Buildings and improvements 6,746 6,746 Leasehold improvements 53,775 45,929 Furniture and equipment 59,097 51,702 Computer hardware 71,806 63,081 Computer software 57,053 30,894 --------- --------- 251,252 201,127 Accumulated depreciation and amortization (118,950) (92,017) --------- --------- $ 132,302 $ 109,110 ========= ========= The Company provides for depreciation on property and equipment using straight-line and accelerated methods by charges to operations in amounts that allocate the cost of depreciable assets over their estimated lives as follows: Estimated Asset Classification Useful Life - -------------------- -------------------------- Buildings and improvements 30-40 years Leasehold improvements The shorter of the life of lease or asset life Furniture and equipment 7 years Computer hardware 3-7 years Computer software 3-5 years (f) Intangible Assets The Company assesses the impairment of long-lived and intangible assets and goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considered important which could trigger an impairment review include the following: . significant underperformance relative to expected historical or projected future operating results; . significant changes in the manner of use of the acquired assets or the strategy for the overall business; . significant negative industry or economic trends; . significant decline in the Company's public bond price for a sustained period; and . significant decline in the Company's estimated market capitalization relative to net book value. Under generally accepted accounting principles, the Company is required to write down intangible assets if such assets are determined to be impaired. Under current accounting standards, an impairment of a long-lived asset is considered to have occurred when the estimated undiscounted future cash flows related to the assets are less than the carrying value of the asset. Estimates of future cash flows involve consideration of numerous factors, depending upon the specific asset being assessed. Relevant factors in this assessment include estimates of future market growth rates, product acceptance and lifecycles, selling prices and volumes, responses by competitors, service delivery costs and assumptions as to other operating expenses. When the Company determines that the carrying value of long-lived intangible assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, it measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the Company's current business model. Net identifiable intangible assets and goodwill amounted to $475.5 million as of December 31, 2001. The value of F-10 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) these projected discounted cash flows could be subject to change based on differences in the assumptions noted above. In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. ("SFAS") 141, "Business Combinations" ("SFAS 141") and SFAS 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 141 addresses the initial recognition and measurement of goodwill and other intangible assets acquired in a business combination. SFAS 142 addresses the initial recognition and measurement of intangible assets acquired outside of a business combination, whether acquired individually or with a group of other assets, and the accounting and reporting for goodwill and other intangibles subsequent to their acquisition. These standards require all business combinations subsequent to June 30, 2001 to be accounted for using the purchase method of accounting. Goodwill and intangible assets with indefinite lives will no longer be amortized but instead will be subject to impairment tests at least annually. The Company is required to adopt SFAS 141 and SFAS 142 on a prospective basis as of January 1, 2002; however, certain provisions of these new standards also apply to any acquisitions concluded subsequent to June 30, 2001. Accordingly, the Company accounted for acquisitions subsequent to this date under provisions of these new standards. As a result of implementing SFAS 141 and SFAS 142, the Company will discontinue amortization of goodwill after December 31, 2001 and assembled workforce will not be recognized as an intangible asset apart from goodwill. The Company is currently assessing the impact of SFAS 142 and has not yet determined the full effect this statement will have on its consolidated financial position or results of operations. However, had SFAS 142 been utilized beginning January 1, 2001, the Company's pre-tax income would have increased by $14.8 million, which was the 2001 goodwill amortization expense charged to earnings under accounting standards in effect at the time. In lieu of amortization, the Company is required to perform an initial impairment review of goodwill in 2002 and an annual impairment review thereafter. The Company expects to complete its initial review during the second quarter of 2002. The Company currently does not expect to record an impairment charge upon completion of the initial impairment review. The Company's future earnings may periodically be affected in a materially adverse manner should particular segments of its goodwill balances become impaired pursuant to the valuation methodology. Through June 30, 2001, the value of goodwill and other intangible assets were recorded at cost at the date of the acquisition. The value of goodwill and other intangible assets acquired subsequent to that date was recorded at fair value per the requirements of SFAS 141. Through December 31, 2001, goodwill for acquisitions concluded through June 30, 2001 was amortized on a straight-line basis over a period not to exceed 25 years. In accordance with SFAS 142, goodwill was not amortized for acquisitions concluded subsequent to June 30, 2001. Other intangibles were amortized on a straight-line basis over their estimated lives as follows: Estimated Asset Classification Useful Life - -------------------- -------------- Customer contracts 2.5-4.0 years Covenants not to compete 3.0-5.0 years Servicing contracts 10.0 years Customer lists 7.0 years Assembled workforce 5.0 years Licensing and royalty agreements 2.7 years Trademarks Indeterminate life As of December 31, 2001 and 2000, the Company had recorded accumulated amortization on intangible assets of $80.9 million and $65.1 million, respectively. The Company recorded no goodwill impairment charges during 2001, 2000 or 1999. F-11 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Net intangible assets consisted of the following (in thousands): December 31, --------------------- 2001 2000 -------- -------- Goodwill $460,032 $321,649 Customer contracts 5,634 -- Covenants not to compete 4,506 -- Servicing contracts 3,238 -- Customer lists 1,376 797 Assembled workforce 292 716 Licensing and royalty agreements 268 -- Trademarks 154 -- -------- -------- Total goodwill and identifiable intangible assets, net $475,500 $323,162 ======== ======== (g) Deferred Finance Costs In conjunction with the issuance of certain 1999 Merger indebtedness, the Company incurred $18.0 million in deferred finance costs, consisting primarily of underwriting fees. Additionally, as part of the amendment of our credit facility in March 2000, the Company was required to pay a fee of $1.7 million to its lenders. The Company has capitalized these costs and is amortizing them on a straight-line basis over the life of the indebtedness. Deferred finance costs, net of accumulated amortization, of $13.7 million and $16.0 million were included in other assets at December 31, 2001 and 2000, respectively. (h) Valuation of Hedging Arrangements The Company has entered into certain arrangements that hedge a portion of the exposure to variable interest rates under the current debt agreements. When accounting for the current hedging arrangements, the Company is required by accounting standards to: . recognize the fair value of hedging arrangements as assets or liabilities in the financial statements, and . recognize changes in the fair value of these derivatives in the statements of operations. The fair value estimates of the hedging arrangements are provided to the Company by third parties, including major banking institutions and reflect their estimate of several factors, including: relevant future market conditions, current bid-offer spreads and other market conditions. Valuations based on other models or different assumptions, including yield curve shifts, may result in significantly different valuation estimates and could cause significant non-cash changes to earnings relating to the change in the fair value of the interest rate hedges that the Company utilizes. The fair value of these hedges at December 31, 2001 was a negative $25.9 million. (i) Valuation of Acquired Assets and Liabilities The business has grown through several strategic acquisitions over the last few years. During 2000 and 2001, the Health Services segment acquired a total of 23 occupational healthcare centers. On November 12, 2001, the Network Services segment acquired the capital stock of HNS in a transaction valued at $30.9 million. On November 20, 2001, the Company acquired all of the capital stock of NHR, in a transaction valued at $141.8 million. The individual assets and liabilities of each acquired company was recorded at fair value, reflecting amounts for (i) tangible assets and liabilities and (ii) intangible assets. In many cases, the Company utilizes in-house expertise to prepare internal purchase price allocations and determine the lives of the acquired assets. However, the Company may also utilize independent appraisers to assist in these efforts for larger or more complex acquisitions. The Company utilizes several valuation techniques in order to facilitate the estimates of these fair values, including: discounted cash flow analysis, replacement cost analysis and market comparables. These methods require significant assumptions regarding market conditions, operational integration issues, and the utilization of the underlying assets, which could change in the future and result in a significant impact on our earnings. Additionally, the Company is required to make estimates of restructuring liabilities incurred in connection with these assets. These estimates involve assumptions relating to the timing and F-12 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) cost of personnel reductions, facility lease charges and other related exit costs. Because of the inherent nature of these assumptions and techniques, it is reasonably possible that the Company could experience changes in estimated values, which could be material to earnings. (j) Investments in Joint Ventures Effective December 31, 2001, the Company acquired a controlling interest for $0.5 million in the joint ventures that had been accounted for under the equity method. Accordingly, these joint ventures were accounted for under the equity method through 2001, and the consolidated balance sheet includes the accounts of these joint ventures as of December 31, 2001. For the years ended December 31, 2001 and 2000, revenue for these entities was $7.4 million and $7.2 million, gross profit was $1.2 million and $1.5 million, and net income was $0.2 million and $0.4 million, respectively. Investments in the net assets of joint ventures accounted for under the equity method amounted to $4.1 million at December 31, 2000, and total assets for the joint ventures were $4.5 million as of that date. (k) Self-Insurance The Company is self-insured for a portion of the current and prior years' losses related to workers' compensation, physician medical malpractice, general liability, automobile and certain employee health benefits. The Company's self-insurance retention liability on a per claim basis ranges from $500 to $500,000. Liabilities in excess of these amounts are the responsibility of the insurer. The Company is self-insured for a portion of healthcare claims for eligible participating employees, subject to certain deductibles and limitations. The Company's policy is to accrue reserve amounts for all reported claims and an estimate of reserves for claims incurred but not yet reported. (l) Foreign Currency Translation All assets and liabilities of the Company's Canadian offices are translated at the year-end exchange rate, while revenue and expenses are translated at the average exchange rate for the year. Cumulative translation adjustments were immaterial for the years ended December 31, 2001, 2000 and 1999. (m) Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. (n) Income Taxes The Company provides for income taxes under the liability method in accordance with SFAS 109, "Accounting for Income Taxes" ("SFAS 109"). SFAS 109 requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities. (o) Reclassifications Certain reclassifications have been made in the 2000 and 1999 financial statements to conform to classifications used in 2001. Additionally, the consolidated balance sheets at December 31, 2001 and 2000, and the consolidated statements of income, cash flows and stockholder's equity for the years ended December 31, 2001, 2000 and 1999, have been adjusted to include the results of National Healthcare Resources, Inc. As a result, the amounts reported in the consolidated financial statements of the Company differ from amounts previously reported in the Company's Forms 10-K for the years ended December 31, 2000, and 1999 and Forms 10-Q for the quarters F-13 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) ended March 31, June 30 and September 30, 2001 and 2000. See "Note 4. Recent Acquisitions and Non-recurring Charges." 3. Recent Accounting Pronouncements In July 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement Obligations" ("SFAS 143"). SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred and capitalized as part of the carrying amount of the long-lived asset. The statement will be effective for fiscal years beginning after June 15, 2002. The Company has not yet determined the effect on its consolidated financial statements of this standard when adopted. In October, 2001, the FASB issued SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" which supersedes SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of." The statement provides a single accounting model for long-lived assets to be disposed. The Company has not yet determined the effect on its consolidated financial statements of implementing this statement, which is effective for fiscal years beginning after December 15, 2001. 4. Recent Acquisitions and Non-recurring Charges On November 20, 2001, the Company acquired all of the outstanding shares of capital stock of National Healthcare Resources, Inc. ("NHR"), a privately held company located in New York City, in a transaction valued at $141.8 million. NHR, founded in 1992, provides care management and network services to the workers' compensation and auto insurance industries on a national level. NHR's businesses are complementary in nature to the Company's Care Management and Network Services businesses. Concentra Holding issued $84.0 million of consideration to NHR's equity and option holders through cash payments totaling $1.0 million and an exchange of approximately 3.8 million shares of its common stock for all of the outstanding shares and share equivalents of NHR. Because there has been no active trading market for Concentra Holding's common stock, the Board of Directors relied upon independent valuation analyses, internal financial analyses and negotiation with the principal shareholders of NHR to determine the fair value of the common stock and number of shares to issue in the transaction. Concurrently with the closing of the acquisition, Concentra Holding contributed the capital stock and share equivalents of NHR to the Company and repaid $57.8 million of NHR's indebtedness. Of this $57.8 million, (i) $19.5 million was financed through Concentra Holdings' sale of new common stock and warrants, which were subsequently contributed to the Company; and (ii) the remainder was financed through the use of cash on hand and by drawing down the Company's existing revolving credit line. Because the Company is controlled by its primary shareholder, WCAS, and because WCAS owned approximately a 48% portion of the common voting equity in NHR, the acquisition was accounted for as a reorganization of entities under common control. Accordingly, the historical costs of NHR's assets and liabilities have been utilized to the extent of WCAS' proportionate ownership interest in NHR and the remainder of the acquisition has been accounted for under the purchase method of accounting, whereby assets and liabilities are "stepped-up" to fair value with the remainder allocated to goodwill. The Company has recognized NHR's historical net income and loss as a non-operating item in proportion to WCAS' investment in NHR utilizing the equity method of accounting from August 17, 1999 through October 31, 2001. Additionally, for financial statement purposes, WCAS' historical equity interest in NHR as of August 17, 1999, has been treated as a deemed contribution of equity to the Company, which has reflected the historical value of its presumed equity interest in NHR as a long-term investment in the other assets classification on its consolidated balance sheet through the date of its acquisition of NHR on November 1, 2001. The presumed equity contribution as of August 17, 1999 has been predicated on the premise that WCAS could have contributed its interest in NHR to the Company at the time it undertook its recapitalization transaction. NHR's full results of operations are consolidated after November 1, 2001, the effective date of the acquisition. Pursuant to the acquisition accounting discussed above, a portion of the acquired assets were recorded at historical values and the remaining portion was "stepped up" to fair value. To reflect the deemed dividend to WCAS for their receipt of a portion of NHR's acquisition consideration, goodwill and retained earnings were both reduced by $32.2 million. No contingent consideration exists related to this transaction. The following table summarizes the F-14 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) recorded values of the assets acquired and liabilities assumed at the date of acquisition, as determined by internal and third-party valuations ($ in thousands). As of Amortization November 1, life (in years) 2001 --------------- ------------ Current assets $ 32,878 Property and equipment 16,307 Identifiable intangible assets: Customer contracts 4 5,611 Covenants not to compete 3 2,016 Servicing contracts 10 3,293 Trademarks and other Indefinite 153 Goodwill 100,357 -------- 160,615 Current liabilities 31,080 Long-term debt 56,984 Other long-term liabilities 20,202 -------- Total liabilities assumed 108,266 -------- Net assets acquired $ 52,349 ======== The weighted average life of the amortizable intangible assets purchased from NHR is 5.5 years. The $100.4 million of goodwill was assigned to the Network Services and Care Management Services segments in the amounts of $53.7 million and $46.7 million, respectively. The primary items that generated this goodwill are the value of the acquired assembled workforce and the synergies between the acquired business and the Company. None of the goodwill is expected to be deductible for tax purposes. The transaction occurred after June 30, 2001, and therefore, the acquired goodwill is not subject to amortization. Liabilities assumed in the acquisition include a long-term liability of $9.4 million, which requires Concentra Holding to deliver a specified number of shares of its common stock to certain individuals who were stock option holders of NHR on the earlier of six months after an initial public offering by Concentra Holding or the passage of seven years. The following unaudited pro forma summary presents information as if NHR had been acquired as of the beginning of the periods presented. The pro forma amounts include certain adjustments, primarily to recognize depreciation and amortization based on the allocated purchase price of NHR's assets, and do not reflect any benefits from economies which might be achieved from combining operations. The pro forma information does not necessarily reflect the actual results that would have occurred nor is it necessarily indicative of future results of operations of the combined companies. 2001 2000 --------- --------- Pro forma revenue $ 963,628 $ 891,724 Pro forma net loss $ (9,784) $ (6,284) In connection with the NHR acquisition, the Company recorded $6.0 million in asset write-downs and $6.8 million in restructuring costs primarily associated with employee severance and facilities consolidation costs. Of this $12.8 million, $5.5 million is recognized as a charge for the acquisition of affiliate and reflects WCAS' proportionate ownership percentage in NHR as applied to the total amount of asset write-downs and restructuring liabilities which occurred in connection with the acquisition. Non-recurring charges of $546,000 have been recorded to reflect employee severance and facility consolidation costs associated with the Company's facilities. The remaining $6.8 million, which is reflective of the remaining non-WCAS proportionate ownership percentage in NHR as applied to the total amount of asset write-downs and restructuring liabilities that occurred in connection with the acquisition, was recorded under the purchase method of accounting. Through December 31, 2001, the Company utilized $6.0 million associated with asset write-downs and had paid approximately $0.7 million for professional fees and services, including legal, accounting and regulatory fees, $0.2 million in facility F-15 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) consolidations, $0.1 million in costs related to personnel reductions and $0.1 million for other non-recurring costs. At December 31, 2001, approximately $5.7 million of the restructuring cost accrual remained for facility obligations with terms expiring through February 2006, costs related to personnel reductions and other non-recurring charges. The Company anticipates that the majority of the remaining liability will be used over the next 12 months. On November 12, 2001, the Company acquired all of the outstanding capital stock of HealthNetwork Systems, LLC ("HNS"), a privately held company located in Naperville, Illinois, in a transaction valued at approximately $30.9 million. Concentra Holding financed this acquisition primarily through the sale of its equity. This cash and other consideration were exchanged for all of HNS' capital stock. Concurrent with the closing of the acquisition, Concentra Holding contributed the capital stock of HNS and $0.8 million of cash to the Company, and the Company repaid approximately $0.8 million of HNS' indebtedness. HNS, founded in 1999, provides network services such as provider bill re-pricing and provider data management for health plans and other payors working with multiple preferred provider organization networks. These services are complementary to the Company's existing services. Steven E. Nelson, a Director of the Company and of Concentra Holding, was the President and Chief Executive Officer of HNS. Mr. Nelson and certain other Board members and members of management of the Company owned approximately 46.1% of the equity in HNS. All of HNS' assets, including its contracts, equipment, intangibles and goodwill, as well as all of its liabilities, have become those of the Company and were recorded at fair value utilizing the purchase method of accounting. The fair values of the acquired assets and liabilities were determined by internal financial analyses and third-party valuations. The $26.1 million of goodwill was assigned to the Network Services segment. The primary items that generated this goodwill are the value of the acquired assembled workforce and the synergies between the acquired business and the Company. The goodwill is expected to be deductible for tax purposes. The transaction occurred after June 30, 2001, and therefore, the acquired goodwill is not subject to amortization. Health Services acquired 15 centers in six transactions in 2001 and eight centers in five transactions in 2000. The Company paid approximately $25.8 million and $9.7 million, net of cash acquired, and recorded approximately $27.0 million and $13.4 million for goodwill in 2001 and 2000, respectively. No contingent consideration exists related to these transactions. All of the acquisitions have been accounted for using the purchase method of accounting and, accordingly, the purchase price has been allocated to the tangible and intangible assets acquired and liabilities assumed based on the estimated fair values at the dates of acquisition. Some of those estimates are preliminary and subject to further adjustment. In the third quarter of 1999, we recorded a non-recurring charge of $54.4 million primarily for fees, expenses and other non-recurring charges associated with the 1999 Merger. Through December 31, 2001, we had paid approximately $29.4 million for professional fees and services, including legal, accounting and regulatory fees, $21.7 million in costs related to personnel reductions, $1.1 million in facility consolidations and closings and $1.9 million of other non-recurring charges. At December 31, 2001, approximately $0.3 million of the non-recurring charge remained for professional fees and services and other non-recurring charges. We anticipate that the majority of this remaining liability will be paid over the next 12 months. The following are rollforwards of the non-recurring costs recorded by the Company in 1999, 2000 and 2001 (in thousands): Beginning End Of Year Accrued Usage Of Year ---------- ------- ----- ------- Third Quarter 1999 Charge 1999 $ -- $54,419 $(51,687) $2,732 2000 2,732 -- (1,960) 772 2001 772 -- (453) 319 Fourth Quarter 2001 Accrual 2001 $ -- $ 6,723 $ (1,050) $5,673 Total 1999 $ -- $54,419 $(51,687) $2,732 2000 2,732 -- (1,960) 772 2001 772 6,723 (1,503) 5,992 F-16 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 5. Revolving Credit Facility and Long-Term Debt The Company's long-term debt as of December 31, 2001 and 2000 consisted of the following: December 31, -------------------------- 2001 2000 --------- --------- (in thousands) Term Facilities: Tranche B due 2006 $ 243,750 $ 246,875 Tranche C due 2007 121,875 123,438 13.0% Senior Subordinated Notes due 2009 190,000 190,000 Other 856 1,249 --------- --------- 556,481 561,562 Less: Current maturities (4,211) (5,228) --------- --------- Long-term debt, net $ 552,270 $ 556,334 ========= ========= The Company had revolving credit borrowings of $6.0 million at December 31, 2001 and none at December 31, 2000. As of December 31, 2001 and 2000, accrued interest was $13.7 million and $11.6 million, respectively. On August 17, 1999, the Company entered into a $475 million credit agreement (the "Credit Facility") with a consortium of banks, providing for $375 million in term loans and a $100 million revolving credit facility (the "Revolving Credit Facility"). The $375 million in term loans were issued as a $250 million term loan (the "Tranche B Term Loan") and a $125 million term loan (the "Tranche C Term Loan") bearing interest, at the Company's option, at the Applicable Base Rate ("ABR"), as defined, plus 2.25% and 2.50%, respectively, or the one, two, three, or six month Eurodollar Rate, as defined, plus 3.25% and 3.50%, respectively. The Tranche B Term Loan matures on June 30, 2006, and requires quarterly principal payments of $0.6 million through June 30, 2005, and $58.8 million for each of the remaining four quarters. The Tranche C Term Loan matures on June 30, 2007, and requires quarterly principal payments of $0.3 million through June 30, 2006, and $29.1 million for each of the remaining four quarters. The Revolving Credit Facility provides for borrowing up to $100 million and matures on August 17, 2005. On March 21, 2000, the Company and its lenders amended the Credit Facility. Under the terms of the amended agreement, the financial compliance ratios were modified to allow for increased leverage through September 2003 and decreased interest coverage through September 2004, as compared to the original agreement. In order to receive these amended ratios, the amended agreement provides for an interest rate increase of 0.75% on outstanding borrowings under the Credit Facility. Under the terms of the amended Credit Facility, the Tranche B Term Loan and Tranche C Term Loan bear interest, at the Company's option, at the ABR, as defined, plus 3.00% and 3.25%, respectively, or the Eurodollar Rate, as defined, plus 4.00% and 4.25%, respectively. Interest on borrowings under the amended Revolving Credit Facility is payable, at the Company's option, at ABR or the Eurodollar Rate plus a margin, which is based on the Company's leverage ratio. The margins at December 31, 2001, were 2.25% and 3.25% over ABR and the Eurodollar Rate, respectively. As a part of the amendment, the Company was also required to pay a fee of $1.7 million to lenders approving the amendment. The amendment fee was capitalized as deferred financing costs and will be amortized over the remaining life of the Credit Facility. A failure to comply with these and other financial compliance ratios could cause an event of default under the Credit Facility which could result in an acceleration of the related indebtedness before the terms of that indebtedness otherwise require the Company to pay that indebtedness. Such an acceleration would also constitute an event of default under the indentures relating to the $190 million 13% series A senior subordinated notes due August 15, 2009 (the "13% Subordinated Notes") and could also result in an acceleration of the 13% Subordinated Notes before the indentures otherwise require the Company to pay the notes. The ABR, as defined, and the Eurodollar Rate, as defined, were 4.75% and 1.9%, respectively, at December 31, 2001, and 9.5% and 6.4%, respectively, at December 31, 2000. Commitment fees on the unused revolver borrowings are 0.5% per annum. The weighted-average interest rates for the borrowings under the Tranche B Term Loan were 6.0% and 10.6% and under the Tranche C Term Loan were 6.3% and 10.8% at December 31, 2001 and 2000, respectively. The weighted-average interest rate for the borrowings under the Revolving Credit Facility was 7.0% at December 31, 2001. F-17 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The Credit Facility requires the Company to enter into interest rate hedge agreements for the purpose of reducing the effect of interest rate fluctuations on a certain portion of the Credit Facility. The Company entered into a $200 million interest rate collar agreement on November 17, 1999, which it subsequently amended on May 17, 2000. The interest rate collar agreement converts $200 million of certain variable rate debt to fixed rates. This agreement expires November 17, 2004. Under the agreement, the Company generally pays and receives the three month LIBOR rate (the "Swap Rate") to and from the counterparty on the notional amount subject to the following limitations: the minimum rate the Company pays is 6.3% when the Swap Rate is less than 5.9%; the maximum rate the Company pays is 6.3%, unless the Swap Rate is greater than 7.5% and less than 8.5%; and, if the Swap Rate is greater than 8.5%, the Company pays 8.5% until November 17, 2002. After November 17, 2002 through the maturity of the agreement, there is no maximum rate the Company pays if the Swap Rate exceeds 7.5%. The Company entered into an additional interest rate collar agreement on May 17, 2000. This agreement converts $100 million of certain variable rate debt to fixed rates and expires on May 17, 2005. Under the terms of this agreement, the Company generally pays and receives the Swap Rate to and from the counterparty on the notional amount subject to the following restrictions: the minimum rate the Company pays is 7.05% when the Swap Rate is less than 6.0%; the maximum rate the Company pays is 7.05%, unless the Swap Rate is greater than 8.25%. Through the maturity of the agreement, there is no maximum rate the Company pays if the Swap Rate exceeds 8.25%. In connection with the NHR acquisition in November 2001, the Company assumed an interest rate collar agreement, which converts $23.6 million of certain variable rate debt to fixed rates and expires on May 19, 2003. Under the terms of this agreement, the Company generally pays and receives the Swap Rate to and from the counterparty on the notional amount subject to the following restrictions: the minimum rate the Company pays is 6.5% when the Swap Rate is less than that amount; the maximum rate the Company pays is 8.0% when the Swap Rate is greater than that amount; and if the Swap Rate is between 6.5% and 8.0%, the Company pays the Swap Rate. At May 19, 2003, the counterparty has the option, for one day, to fix the interest rate at 7.11% for an additional two years. In June 1998, the FASB issued SFAS 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), as amended, which is effective for fiscal years beginning after June 15, 2000, unless adopted earlier. SFAS 133 establishes additional accounting and reporting standards for derivative instruments and hedging activities and requires that an entity recognize the fair value of all hedging arrangements as assets or liabilities in the financial statements. It also requires the recognition of changes in the fair value of these derivatives. These market value adjustments are to be included either in the income statement or other comprehensive income (equity), depending on the nature of the hedged transaction. During 2000, the Company adopted SFAS 133, and, as a result, subsequent changes in the fair value of its interest rate hedging arrangements, including the Company's interest rate collar agreements, will be recognized each period in earnings. All earnings adjustments resulting from changes in the fair values of the interest rate collars are non-cash charges or credits and do not impact cash flows from operations or operating income. There have been, and may continue to be, periods with significant non-cash increases or decreases to the Company's earnings relating to the change in the fair value of the interest rate collars. Further, if the Company holds each of these collars to maturity (2004 and 2005), the earnings adjustments will offset each other on a cumulative basis and will ultimately equal zero. In 2000, the Company reduced its interest expense by $0.6 million through net cash received from the counterparty payments under these collars. In 2001, the Company increased its interest expense by $6.6 million through net cash paid to the counterparty under these collars. The $190 million 13% Subordinated Notes were issued on August 5, 1999 and are general unsecured indebtedness with semi-annual interest payments due on February 15 and August 15 commencing on February 15, 2000. Prior to August 15, 2002, the Company may redeem, at its election with proceeds from new equity, 25% of the 13% Subordinated Notes through payment of an amount equal to 113% of the face value of the notes redeemed. The Company can also redeem the 13% Subordinated Notes on or after August 15, 2004 at 106.5% of the principal amount with the redemption premium decreasing annually to 100.0% of the principal amount on August 15, 2008. The 13% Subordinated Notes are guaranteed on a joint and several basis by each and every wholly-owned subsidiary, the results of which are consolidated in the results of the Company. These wholly-owned subsidiaries comprise the only direct and indirect subsidiaries of the Company. The guarantees are full and unconditional, and the Company is a holding company with no assets or operations separate from the investments in these subsidiaries. As a result, separate financial statements of the Company's subsidiaries are not provided. F-18 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The Credit Facility and the 13% Subordinated Notes contain certain customary covenants, including, without limitation, restrictions on the incurrence of indebtedness, the sale of assets, certain mergers and acquisitions, the payment of dividends on the Company's capital stock, the repurchase or redemption of capital stock, transactions with affiliates, investments, capital expenditures and changes in control of the Company. Under the Credit Facility, the Company is also required to satisfy certain financial covenant ratio tests including leverage ratios, interest coverage ratios and fixed charge coverage ratios. The Company was in compliance with its covenants, including its financial covenant ratio tests, in 2000 and 2001. These ratio tests become more restrictive for future periods. The Company's ability to be in compliance with these more restrictive ratios will be dependent on its ability to increase its cash flows over current levels. The Company's obligations under the Credit Facility are secured by a pledge of stock in the Company's subsidiaries and a pledge of the Company's and its subsidiaries' assets. 6. Financial Instruments The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, and accounts payable, approximate fair value because of the short maturity of those instruments. The fair value of the Company's borrowings under the Credit Facility was $372.6 million and $333.2 million, as of December 31, 2001 and 2000, respectively. The fair value of the Company's 13% Subordinated Notes was $207.1 million and $168.2 million at December 31, 2001 and 2000, respectively. As determined by estimating the amount the Company would pay or receive to terminate the interest swap agreement, the fair value of the interest rate collar agreements at December 31, 2001 was a $25.9 million liability. The fair value at December 31, 2000 was a $9.6 million liability. The fair values of the financial instruments were determined utilizing available market information. The use of different market assumptions or estimation methodologies could have a material effect on the estimated fair value amounts. The financial instrument that potentially subjects the Company to concentrations of credit risk is accounts receivable. Mitigating factors related to the Company's accounts receivable are that they are spread over a large customer base and various product lines that the Company offers. Further, the Company does monitor the financial performance and credit worthiness of its large customers, and regularly reviews outstanding accounts receivable balances. 7. Income Taxes The provision (benefit) for income taxes consisted of the following for the years ended December 31 (in thousands): 2001 2000 1999 ------- -------- -------- Current: Federal $ 5,515 $ (1,834) $ 9,601 State 2,506 2,619 1,961 ------- -------- -------- 8,021 785 11,562 Deferred: Federal (6,176) 3,379 (2,037) State (867) 604 (435) ------- -------- -------- (7,043) 3,983 (2,472) ------- -------- -------- Total $ 978 $ 4,768 $ 9,090 ======= ======== ======== F-19 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Significant items included in deferred tax liabilities and deferred tax assets were as follows at December 31 (in thousands): 2001 2000 ------- ------- Deferred tax assets: Allowance for doubtful accounts $ 7,855 $ 6,066 Depreciation 1,239 -- Tax benefit from parent company 2,091 4,504 Fair value of hedging arrangements 10,155 3,761 Accrued self insurance 1,743 1,617 Accrued wages 3,932 -- Non-recurring accruals and reserves 2,121 1,535 Acquired goodwill 1,310 1,310 Other 2,239 1,733 ------- ------- Deferred tax assets $32,685 $20,526 ======= ======= Deferred tax liabilities: Goodwill $18,944 $10,713 Software development costs 9,712 7,955 Accounts receivable mark-to-market -- 532 Other 2,512 1,895 ------- ------- Deferred tax liabilities $31,168 $21,095 ======= ======= A reconciliation of the federal statutory rate to the Company's effective tax rate was as follows for the years ended December 31 (in thousands):
2001 % 2000 % 1999 % ------- ----- ------- ------- -------- ----- Tax provision (benefit) at federal statutory rate $(2,087) (35.0) $ 128 35.0 $ (6,129) (35.0) Non-deductible goodwill 2,315 38.8 2,585 706.3 2,241 12.8 State taxes (net of federal effect) 1,032 17.3 2,009 548.9 (659) (3.7) Non-deductible non-recurring charges and acquisition costs -- -- -- -- 12,893 73.6 (282) (4.7) 46 12.6 744 4.2 ------- ----- ------- ------- -------- ----- Other items, net Effective income tax provision and rate prior to tax provision (benefit) from income (loss) of acquired affiliate 978 16.4 4,768 1,302.8 9,090 51.9 Tax provision (benefit) from income (loss) of acquired affiliate 2,779 46.6 (406) (110.9) (821) (4.7) ------- ----- ------- ------- -------- ----- Total income tax provision and effective rate $ 3,757 63.0 $ 4,362 1,191.9 $ 8,269 47.2 ======= ===== ======= ======= ======== =====
These financial statements reflect a tax provision for the Company as if it filed its own tax return. The Company, however, is included in the consolidated tax return of Concentra Holding. The Company's deferred tax asset reflects the tax benefit of losses generated by Concentra Holding, as this deferred tax asset was contributed to the Company in 2001 and 2000 by Concentra Holding and permanently reduces the Company's taxes payable. 8. Commitments and Contingencies The Company leases certain corporate office space, operating and medical facilities, and office and medical equipment under various non-cancelable operating and capital lease agreements. Certain facility leases require the Company to pay increases in operating costs and real estate taxes. The Company made rental payments of $0.4 million, $0.4 million and $0.7 million to Colonial Realty Trust, a real estate company owned by a shareholder and board member of the Company until the 1999 Merger, for each of the years ended December 31, 2001, 2000 and 1999, respectively. F-20 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The following is a schedule of rent expense by major category for the years ended December 31 (in thousands): 2001 2000 1999 ------- ------- ------- Facilities $33,446 $29,801 $26,952 Office equipment 4,555 3,793 3,680 Automobiles 2,237 2,297 2,754 ------- ------- ------- Total rent expense $40,238 $35,891 $33,386 ======= ======= ======= The following is a schedule of future minimum lease payments under noncancelable operating leases for the years ending December 31 (in thousands): 2002 $40,896 2003 34,506 2004 24,287 2005 15,684 2006 9,090 Thereafter 14,973 -------- $139,436 ======== The lease for an NHR office was terminated in the first quarter of 2002. The cost of this lease termination was accrued as a restructuring cost in the fourth quarter of 2001, and was therefore not included in the above schedule of future minimum lease payments. If the lease had not been terminated, the future minimum payments would have increased $16.7 million. The Company is party to certain claims and litigation initiated in the ordinary course of business. The Company is not involved in any legal proceeding that it believes will result, individually or in the aggregate, in a material adverse effect upon its financial condition or results of operations. 9. Employee Benefit Plans (a) Concentra 401(k) Plan The Company has a defined contribution plan (the "Concentra 401(k) Plan") pursuant to which employees who are at least 21 years of age and who have completed at least six months of service are eligible to participate. Effective January 1, 2001, employees who are 21 years of age and who have completed 1,000 hours of service within a 12 month period are immediately eligible to participate in the Concentra 401(k) Plan. Participants in the Concentra 401(k) Plan may not contribute more than the lesser of a specified statutory amount or 15% of his or her pretax total compensation. The Concentra 401(k) Plan permits, but does not require, additional matching contributions of up to 50% of participants' pretax contributions up to a maximum of 6% of compensation by the Company. Employees are 100% vested in their own contributions while Company contributions vest 20% per year with employees being fully vested after 5 years. The Company made matching contributions of 50% of each participant's pretax contributions up to 4% of compensation in 2001, 2000 and 1999. The Company has expensed $3.5 million, $3.5 million and $2.7 million for the years ended December 31, 2001, 2000 and 1999, respectively, for matching contributions to the Concentra 401(k) Plan. (b) NHR 401(k) Plan NHR has a defined contribution plan (the "NHR 401(k) Plan") with terms similar to the Concentra 401(k) Plan. It is anticipated that this plan will merge into the Concentra 401(k) Plan in 2002. The Company expensed $0.1 million in 2001 for matching contributions to the NHR 401(k) Plan. F-21 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 10. Stock Purchase Plan and Stock Option Plans All information presented below relates to Concentra Holding stock and stock option activity. (a) Employee Stock Purchase Plan Until March 2, 1999, Concentra Holding maintained an employee stock purchase plan that permitted substantially all employees to acquire up to 500,000 shares of Concentra Holding common stock at the end of each specified period at a purchase price of 85% of the lower of the fair market value of the stock on the first or last business day of the purchase period. Purchase periods were semi-annual and began on January 1 and July 1 of each year. Employees were allowed to designate up to 15% of their base compensation for the purchase of common stock. The option and compensation committee of the board of directors administered the employee stock purchase plan. On March 2, 1999, Concentra Holding terminated the employee stock purchase plan. The final period for which participating employees acquired shares of Concentra Holding's common stock began on January 1, 1999 and ended March 2, 1999. Concentra Holding issued 63,358 shares of common stock at a weighted average purchase price of $8.55 under the employee stock purchase plans during 1999. (b) Concentra 1997 Long-Term Incentive Plan Concentra Holding historically has granted awards with respect to shares under Concentra Holding's 1997 Long-Term Incentive Plan (the "1997 Incentive Plan"). The awards under the 1997 Incentive Plan include: (i) incentive stock options qualified as such under U.S. federal income tax laws, (ii) stock options that do not qualify as incentive stock options, (iii) stock appreciation rights, (iv) restricted stock awards and (v) performance units. Generally each stock option grant vests over a four year period (25% annually), subject to continued employment. During 1998, the Company granted restricted stock for 48,000 shares of common stock under the 1997 Incentive Plan which were valued at $1.4 million based upon the market value of the shares at the time of issuance. The restricted stock grants vest 25% per year beginning January 1, 2002. If the Company's financial performance exceeds certain established performance goals, however, the vesting of these shares could accelerate whereby 33 1/3% the shares could become vested on January 1, 2000, and each year thereafter. For the years ended December 31, 2001, 2000 and 1999, the Company recorded amortization of $0.4 million, $0.8 million and $0.4 million, respectively, in connection with the deferred compensation associated with the restricted stock grants. After the 1997 Merger, no additional awards were made under the former CRA and OccuSystems stock option plans and only that number of shares of common stock issuable upon exercise of awards granted under the former CRA and OccuSystems stock option plans as of the 1997 Merger were reserved for issuance by Concentra Holding. During 1999, the Company granted 10,000 options under the 1997 Incentive Plan. There were 1,416,289 options exercised and 4,436,997 options canceled under the 1997 Incentive Plan, primarily in connection with the 1999 Merger. Simultaneous with the 1999 Merger, no additional awards will be made under the 1997 Incentive Plan. Only that number of shares of Concentra Holding stock issuable upon exercise of awards granted under the 1997 Incentive Plan as of the 1999 Merger were reserved for issuance by Concentra Holding. During 2001 and 2000, 57,250 and 68,250 options were canceled, respectively under the 1997 Incentive Plan. During 2001, 15,000 options were exercised, and no options were exercised in 2000 under the 1997 Incentive Plan. (c) Concentra 1999 Long-Term Incentive Plan Concentra Holding's board and stockholders approved its 1999 Stock Option and Restricted Stock Purchase Plan ("the 1999 Stock Plan") in August 1999. The 1999 Stock Plan provides for the grant of options or awards to purchase an aggregate 3,750,000 shares of Concentra Holding common stock, either in the form of incentive stock options qualified as such under the U.S. Federal Income Tax Laws, nonqualified stock options or restricted stock purchase awards. The 1999 Stock Plan includes provisions for adjustment of the number of shares of common stock available for grant of award thereunder and in the number of shares of common stock underlying outstanding options in the event of any stock splits, stock dividends or other relevant changes in the capitalization of Concentra Holding. Under the 1999 Stock Plan, employees, including officers, are eligible to receive grants of either incentive stock options or nonqualified stock options and restricted stock purchase awards. Non-employee directors are eligible to be granted only nonqualified options and awards. F-22 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Stock options granted in 2001 vest over a five year period (20% annually), subject to continued employment. A portion of the stock options granted prior to 2001 vest over a five year period (20% annually), the remaining portion is subject to cliff vesting in seven years with provisions allowing for accelerated vesting based upon specific performance criteria. Prior to vesting, these options are subject to cancellation upon termination of employment. The exercise price of incentive stock options may not be less than 100% of the fair market value of the shares of common stock, as determined by Concentra Holding's board of directors or the compensation committee, as the case may be, on the date the option is granted. The exercise price of non-qualified stock options may not be less than 100% of the fair market value of the shares of Concentra Holding common stock on the date the option is granted. In addition, the aggregate fair market value of the shares of stock with respect to which incentive stock options are exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. In addition, no incentive stock option shall be granted to an optionee who owns more than 10% of the total combined voting power for all classes of stock of Concentra Holding, unless the exercise price is at least 110% of the fair market value of the shares of Concentra Holding's common stock and the exercise period does not exceed 5 years. The Company granted 1,218,500 and 1,916,257 options and canceled 282,245 and 65,713 options under the 1999 Stock Plan in 2001 and 2000, respectively. Restricted stock purchase awards granted under the 1999 Stock Plan will continue in effect until August 17, 2009, unless terminated prior to such date by the Board. A summary of the status for all outstanding options at December 31, 1999, 2000 and 2001, and changes during the years then ended is presented in the table below: Weighted Average Exercise Number Price of Shares Per Share ----------- ---------- Balance, December 31, 1998 6,693,549 $ 20.21 Granted 708,840 16.43 Exercised (1,416,289) 6.13 Canceled (4,526,958) 27.11 ----------- ---------- Balance, December 31, 1999 1,459,142 10.60 Granted 1,916,257 16.50 Exercised -- -- Canceled (134,822) 9.89 ----------- ---------- Balance, December 31, 2000 3,240,577 14.12 Granted 1,218,500 21.77 Exercised (29,448) 9.39 Canceled (339,495) 7.89 ----------- ---------- Balance, December 31, 2001 4,090,134 $ 16.95 =========== ========== The weighted average fair market value of options granted in 2001, 2000 and 1999 were $7.19, $4.52 and $4.31, respectively. There were 890,453 and 667,324 exercisable options outstanding with a weighted average exercise price of $13.07 and $12.37 as of December 31, 2001 and 2000, respectively. No options were exercisable as of December 31, 1999. A further breakdown of the outstanding options at December 31, 2001 is as follows:
Weighted Weighted Average Weighted Average Number of Price of Number of Average Contractual Exercisable Exercisable Range of Exercise Prices Option Price Life (Years) Options Options - ------------------------ ----------- --------- ------------ ----------- ----------- $4.23-$8.06 539,029 $ 8.02 6.78 359,654 $ 8.00 $16.50-$18.00 2,406,605 16.52 8.30 530,799 16.50 $22.06 1,144,500 22.06 10.15 -- 0.00 --------- ------- ----- ------- ------- 4,090,134 $ 16.95 8.62 890,453 $ 13.20 ========= ======= ===== ======= =======
F-23 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) (d) SFAS 123, Accounting for Stock-Based Compensation, Disclosures The Company accounts for these plans under APB No. 25, "Accounting for Stock Issued to Employees," under which no compensation cost has been recognized related to stock option grants when the exercise price is equal to the market price on the date of grant. Had compensation cost for these plans been determined consistent with SFAS 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), the Company's net loss would have been increased to the following supplemental pro forma net loss amounts (in thousands): 2001 2000 1999 -------- ------- -------- Net loss: As reported $ (9,720) $(6,813) $(25,781) Supplemental pro forma $(12,151) $(7,478) $(27,506) Because the method of accounting under SFAS 123 has not been applied to options granted prior to January 1, 1995, the resulting pro forma compensation cost may not be representative of that to be expected in future years. Additionally, the 1999 pro forma amount includes $102,000 related to purchase discounts offered on employee stock purchase plans. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions used for grants in 2001, 2000 and 1999, respectively: 2001 2000 1999 ---- ---- ---- Risk-free interest rates 4.72% 6.11% 6.08% Expected volatility 21.88% 0.00% 0.00% Expected dividend yield -- -- -- Expected weighted average life of options in years 2.8-6.0 5.0 5.0 11. Segment Information Operating segments represent components of the Company's business that are evaluated regularly by key management in assessing performance and resource allocation. The Company's comprehensive services are organized into the following segments: Health Services, Network Services and Care Management Services. Health Services provides specialized injury and occupational healthcare services to employers through its network of health centers. Health Services delivers primary and rehabilitative care, including the diagnosis, treatment and management of work-related injuries and illnesses. Health Services also provides a full complement of non-injury, employment-related health services, including physical examinations, pre-placement substance abuse testing, job-specific return to work evaluations and other related programs. Health Services owns all the operating assets of the occupational healthcare centers, including leasehold interests and medical equipment. The Network Services segment reflects those businesses that involve the review and repricing of provider bills and which are routinely compensated based on the degree to which the Company achieves savings for its clients. This segment includes the specialized preferred provider organization, provider bill repricing and review, out-of-network bill review and first report of injury services. Care Management Services reflects the Company's professional services aimed at curtailing the cost of workers' compensation and auto claims through field case management, telephonic case management, independent medical examinations and utilization management. These services also concentrate on monitoring the timing and appropriateness of medical care. Revenue from individual customers, revenue between business segments, and revenue, operating profit and identifiable assets of foreign operations are not significant. F-24 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The Company's statements of operations on a segment basis for the years ended December 31, 2001, 2000 and 1999, were as follows (in thousands):
2001 2000 1999 --------- --------- --------- Revenue: Health Services $ 429,326 $ 399,660 $ 330,064 Network Services 185,267 162,596 158,022 Care Management Services 228,315 189,905 193,326 --------- --------- --------- 842,908 752,161 681,412 Gross profit: Health Services 80,559 77,876 64,981 Network Services 75,080 61,855 62,288 Care Management Services 28,149 19,006 19,654 --------- --------- --------- 183,788 158,737 146,923 Operating income: Health Services 44,299 45,098 34,405 Network Services 52,433 44,690 45,568 Care Management Services 12,326 8,088 6,857 Corporate general and administrative expenses (22,109) (20,258) (18,158) Non-recurring charges (6,065) -- (54,419) --------- --------- --------- 80,884 77,618 14,253 Interest expense, net 66,669 68,129 32,879 Loss on change in fair value of hedging arrangements 13,602 9,586 -- (Income) loss of acquired affiliate, net of tax 5,833 262 (723) Other, net 743 (725) (391) --------- --------- --------- Income (loss) before income taxes and cumulative effect of accounting change (5,963) 366 (17,512) Provision for income taxes 3,757 4,362 8,269 --------- --------- --------- Loss before cumulative effect of accounting change (9,720) (3,996) (25,781) Cumulative effect of accounting change, net of tax -- 2,817 -- --------- --------- --------- Net loss $ (9,720) $ (6,813) $ (25,781) ========= ========= =========
The Company's segment depreciation and amortization, capital expenditures and identifiable assets for the years ended December 31, 2001, 2000 and 1999 were as follows (in thousands):
2001 2000 1999 -------- -------- -------- Depreciation and amortization: Health Services $ 24,931 $ 22,516 $ 18,965 Network Services and Care Management Services /1/ 18,771 17,067 15,505 Corporate /1/ 822 934 772 -------- -------- -------- $ 44,524 $ 40,517 $ 35,242 ======== ======== ======== Capital expenditures: Health Services $ 15,598 $ 14,685 $ 20,274 Network Services and Care Management Services /1/ 14,652 15,706 15,679 Corporate/1/ 2,863 510 -- -------- -------- -------- $ 33,113 $ 30,901 $ 35,953 ======== ======== ======== Identifiable assets: Health Services $411,893 $398,552 $386,885 Network Services and Care Management Services /1/ 404,139 245,325 293,295 Corporate/1/ 50,933 38,792 -- -------- -------- -------- $866,965 $682,669 $680,180 ======== ======== ========
/1/ Depreciation and amortization, capital expenditures and identifiable assets are not separately reported within Network Services and Care Management Services groups. In addition, corporate-level capital expenditures and identifiable assets were not separately reported prior to 2000. F-25 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Management utilizes multiple indicators and views to measure segment performance and to allocate resources to the segments. The primary indicators are pretax income along with cash flows and overall economic returns. The Company is managed among multiple product lines within each segment. 12. Related Party Transactions W. Tom Fogarty, M.D., an executive officer of Concentra Holding and Concentra Operating, is the President, a director and a shareholder of Occupational Health Centers of the Southwest, P.A. ("OHCSW"), and a shareholder, officer, and/or director of several other of the physician groups. The Company has entered into a 40-year management agreement with each of the physician groups. OHCSW paid approximately $184.2 million, $190.6 million and $161.3 million in management fees to a subsidiary of Concentra Operating in the years ended December 31, 2001, 2000 and 1999, respectively, under its management agreement with that subsidiary. Dr. Fogarty receives no remuneration from any of the physician groups for serving as an officer or director. Acquisition of National Healthcare Resources, Inc. In November 2001, in a transaction valued at $141.8 million (consisting of $83.0 million in Concentra Holding common stock, $1.0 million in cash, and assumption of $57.8 million in NHR indebtedness), the Company acquired NHR, a provider of care management and network services to the workers' compensation and auto insurance industries on a national level. NHR's businesses are complementary in nature to and significantly expand the Company's care management and network services businesses. See "Note 4, Recent Acquisitions and Non-recurring Charges." D. Scott Mackesy, a director of Concentra Holding and Concentra Operating, served on NHR's board of directors. Entities and individuals affiliated with WCAS owned approximately 48% of NHR. In the transaction, WCAS entities and individuals as a group received 1,740,803 shares of Concentra Holding common stock, representing 5.5% of total outstanding Concentra Holding common stock. Acquisition of HealthNetwork Systems, L.L.C./Joint Marketing Agreement In November 2001, in a transaction valued at approximately $30.9 million, the Company acquired HNS, a provider of network services such as provider bill repricing and provider data management for health plans and other payors. See "Note 4, Recent Acquisitions and Non-recurring Charges." HNS's services are complementary to the Company's existing services. Steven E. Nelson, a director of Concentra Operating and of Concentra Holding, was the President and Chief Executive Officer of HNS. Mr. Nelson, Paul B. Queally and Mr. Mackesy, each of whom is a director of Concentra Holding and Concentra Operating, and Daniel J. Thomas, a director and executive officer of Concentra Holding and Concentra Operating, owned equity interests in HNS. For each, the percentage of total HNS equity ownership and the amount received in the transaction were as follows: Mr. Nelson, 19.8% and $5.4 million (plus repayment of debt of $0.2 million); Mr. Thomas, 2.0% and $0.6 million; Mr. Queally, 0.6% and $0.2 million; and Mr. Mackesy, 0.5% and $0.2 million. Until the Company's acquisition of HNS, the Company was party to a Joint Marketing Agreement with HNS, pursuant to which HNS performed marketing and sales services for certain of the Company's network services businesses. The Company paid HNS approximately $0.7 million and $0.5 million in 2001 and 2000, respectively, pursuant to the Joint Marketing Agreement. Em3 Corporation The Company provides certain administrative services to Em3 Corporation ("Em3"), a company engaged in providing a proprietary, information technology and software-based system for the management of work-related injuries. The Company's administrative services agreement with Em3 is terminable by either party, without cause and without penalty, upon thirty days notice. The administrative services the Company provides includes leasing employees to Em3, providing office space, providing access to certain of the Company's software and systems and related administrative services. During the twelve-month period ending December 31, 2001 and 2000, Em3 paid the F-26 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Company $7.4 million and $1.4 million, respectively, for the administrative services and reimbursable expenses the Company provided. The Company has no ownership interest of any kind in Em3, nor does the Company we have any option, right or obligation, directly or indirectly, to acquire any ownership interest of any kind in Em3. Except for the Company's obligation to provide administrative services described in the above paragraph, the Company has no indebtedness or other obligation of any kind to Em3 nor has the Company guaranteed any indebtedness or other obligations of Em3. Except for the current, monthly obligation to compensate the Company for those administrative services, Em3 is not indebted to the Company in any manner. The stockholders of Em3 are primarily the same as Concentra Holding's principal stockholders. OccMed Systems, Inc. The Company provides certain management and administrative services to OccMed Systems, Inc. ("OccMed Systems"), a company engaged in developing new, free-standing, primary care occupational healthcare centers. The Company's management and administrative services agreement with OccMed Systems continues through October 1, 2005. The services the Company provides include managing the development and construction of OccMed Systems' occupational healthcare centers, leasing employees to OccMed Systems, recruiting, hiring, and training employees for its occupational healthcare centers, and providing accounting, billing and collection services for its occupational healthcare centers. As of December 31, 2001, OccMed Systems owed the Company $2.2 million for the management and administrative services and reimbursable expenses provided for the year then ended. This amount was paid in full in January 2002. The Company has no ownership interest of any kind in OccMed Systems, nor does the Company have any option, right or obligation, directly or indirectly, to acquire any ownership interest of any kind in OccMed Systems. Except for the Company's obligation to provide management and administrative services, the Company has no indebtedness or other obligation of any kind to OccMed Systems nor has the Company guaranteed any indebtedness or other obligations of OccMed Systems. Except for the current, monthly obligation to compensate the Company for those management and administrative services, OccMed Systems is not indebted to the Company in any manner. The stockholders of OccMed Systems are primarily the same as Concentra Holding's principal stockholders and include certain of the Company `s directors. 13. Selected Quarterly Operating Results (Unaudited) The following table sets forth certain unaudited quarterly results of operations for the years ended December 31, 2001, and 2000. In management's opinion, this unaudited information has been prepared on the same basis as the annual financial statements and includes all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the information for the quarters presented, when read in conjunction with the financial statements and notes thereto included elsewhere in this document. The operating results for any quarter are not necessarily indicative of results for any subsequent quarter. Certain amounts in the table below have been adjusted to conform to the current presentation, which is different than previously reported on Form 10-Q (see "Note 2. Summary of Significant Accounting Policies, (o) Reclassifications." Amounts are stated in thousands.
Quarters Ended -------------------------------------------------- March 31, June 30, September 30, December 31, 2001 2001 2001 2001 --------- --------- ------------- ------------ Revenue $ 198,083 $ 211,924 $ 209,226 $ 223,675 Cost of services 156,968 161,249 160,646 180,257 --------- --------- --------- --------- Gross profit 41,115 50,675 48,580 43,418 General and administrative expenses 18,671 19,924 18,557 23,946 Amortization of intangibles 3,677 3,813 3,825 4,426 Non-recurring charge /1/ -- -- -- 546 Charges for acquisition of affiliate /1/ -- -- -- 5,519 --------- --------- --------- --------- Operating income 18,767 26,938 26,198 8,981 Interest expense, net 16,910 16,753 16,564 16,442 Other, net 7,849 (2,922) 14,845 406 Provision (benefit) for income taxes (554) 5,802 (309) (1,182) --------- --------- --------- --------- Net income (loss) $ (5,438) $ 7,305 $ (4,902) $ (6,685) ========= ========= ========= =========
F-27 CONCENTRA OPERATING CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Quarters Ended ------------------------------------------------------- March 31, June 30, September 30, December 31, 2000 2000 2000 2000 --------- -------- ------------- ------------ Revenue $ 181,096 $190,348 $192,764 $ 187,953 Cost of services 144,242 147,228 150,411 151,543 --------- -------- -------- --------- Gross profit 36,854 43,120 42,353 36,410 General and administrative expenses 16,919 16,246 16,149 17,177 Amortization of intangibles 3,566 3,658 3,689 3,715 --------- -------- -------- --------- Operating income 16,369 23,216 22,515 15,518 Interest expense, net 16,141 17,595 17,753 16,640 Other, net (1,922) 2,367 2,109 6,569 Provision (benefit) for income taxes 893 1,921 2,279 (731) Cumulative effect of accounting change, net of tax -- -- -- 2,817 --------- -------- -------- --------- Net income (loss) $ 1,257 $ 1,333 $ 374 $ (9,777) ========= ======== ======== =========
- ---------- (1) These amounts relate to the acquisition of NHR. See "Note 4. Recent Acquisitions and Non-recurring Charges." Supplemental Schedule II CONCENTRA OPERATING CORPORATION Valuation and Qualifying Accounts For the Years Ended December 31, 2001, 2000 and 1999 (in thousands)
Beginning Charged Net Deductions Ending Balance To Income Acquisitions From Reserves Balance --------- --------- ------------ ------------- ------- Sales Allowances 1999 $17,210 $16,101 $3,129 $16,997 $19,443 2000 19,443 18,888 1,695 22,293 17,733 2001 17,733 27,263 5,502 26,434 24,065 Contractual Allowances 1999 $ 4,650 $27,757 $ 472 $23,799 $ 9,080 2000 9,080 31,550 570 34,040 7,160 2001 7,160 20,908 78 22,574 5,572
Non-recurring charge breakout by major category was as follows:
Professional Facility Personnel Fees Consolidations Related Other Total Balance, December 31, 1998 $ 64 $ 6,050 $ 1,372 $ 3,454 $ 10,940 1999 Provision: Third Quarter 1999 Charge 29,334 1,795 21,574 1,716 54,419 1999 Usage: First Quarter 1998 Charge (473) (39) (326) (187) (1,025) First Quarter 1998 Charge - Change in Estimates 434 (966) 281 251 -- Fourth Quarter 1998 Charge -- (3,285) (1,225) (1,446) (5,956) Third Quarter 1999 Charge (28,405) -- (21,524) (1,758) (51,687) -------- ------- -------- ------- -------- Total 1999 Usage (28,444) (4,290) (22,794) (3,140) (58,668) -------- ------- -------- ------- -------- Balance, December 31, 1999 954 3,555 152 2,030 6,691 2000 Usage: First Quarter 1998 Charge (2) (175) -- (2) (179) Fourth Quarter 1998 Charge -- (494) (49) (184) (727) Third Quarter 1999 Charge (949) (708) (140) (163) (1,960) Third Quarter 1999 Charge - Change in Estimates 100 (499) 90 309 -- -------- ------- -------- ------- -------- Total 2000 Usage (851) (1,876) (99) (40) (2,866) -------- ------- -------- ------- -------- Balance, December 31, 2000 103 1,679 53 1,990 3,825 2001 Provision: Fourth Quarter 2001 Accrual 716 4,115 1,892 -- 6,723 2001 Usage: First Quarter 1998 Charge -- (51) -- (70) (121) Fourth Quarter 1998 Charge -- (388) -- (567) (955) Third Quarter 1999 Charge (45) (375) -- (33) (453) Fourth Quarter 2001 Accrual (688) (226) (136) -- (1,050) -------- ------- -------- ------- -------- Total 2001 Usage (733) (1,040) (136) (670) (2,579) -------- ------- -------- ------- -------- Balance, December 31, 2001 $ 86 $ 4,754 $ 1,809 $ 1,320 $ 7,969 ======== ======= ======== ======= ========
S-1 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE To the Shareholder and Board of Directors of Concentra Operating Corporation: We have audited in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of Concentra Operating Corporation (a Nevada corporation and a wholly owned subsidiary of Concentra Inc.) and subsidiaries (the Company) as of December 31, 2000, and the related consolidated statements of operations, cash flows and stockholder's equity for each of the two years in the period ended December 31, 2000, included in this Form 10-K and have issued our report thereon dated November 20, 2001. Our audits were made for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. The schedule listed in the index of the consolidated financial statement schedules is the responsibility of the Company's management and is presented for the purpose of complying with the Securities and Exchange Commission's rules and is not part of the basic consolidated financial statements. This schedule has been subjected to the auditing procedures applied in the audits of the basic consolidated financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic consolidated financial statements as of December 31, 2000, and for each of the two years in the period ended December 31, 2000, taken as a whole. /s/ ARTHUR ANDERSEN LLP ------------------------------ ARTHUR ANDERSEN LLP Dallas, Texas, November 20, 2001 S-2 INDEX TO EXHIBITS INCORPORATION BY REFERENCE Exhibit Number Description - -------- ----------- 2.1 Agreement and Plan of Reorganization dated August 29, 1997, by and among CRA Managed Care, Inc., OccuSystems, Inc., and Concentra Inc., formerly known as Concentra Managed Care, Inc. ("Concentra Holding") (incorporated by reference as Exhibit 2.1 to Concentra Holding's Annual Report on Form 10-K for the year ended December 31, 1997). 2.2 Agreement and Plan of Merger dated February 24, 1998, by and among Concentra Holding and Preferred Payment Systems, Inc. (incorporated by reference to Exhibit 2.2 to Concentra Holding's Annual Report on Form 10-K for the year ended December 31, 1997). 2.3 Agreement and Plan of Merger dated March 2, 1999, by and between Yankee Acquisition Corp. and Concentra Holding (incorporated by reference to Exhibit 2.1 to Concentra Holding's Current Report on Form 8-K filed on March 3,1999). 2.4 Amended and Restated Agreement and Plan of Merger dated March 24, 1999, by and between Yankee Acquisition Corp. and Concentra Holding (incorporated by reference to Exhibit 2.1 to Concentra Holding's Current Report on Form 8-K filed on July 14, 1999). **2.5 Agreement and Plan of Merger dated as of November 2, 2001, by and among Concentra Holding, NHR Acquisition Company, Inc., and National Healthcare Resources, Inc. *3.1 Articles of Incorporation of Concentra Operating Corporation ( "Concentra Operating "). *3.2 Amended and Restated By-Laws of Concentra Operating. *4.1 Indenture dated as of August 17, 1999, by and between Concentra Operating and United States Trust Company of New York, as Trustee, relating to the 13% Senior Subordinated Notes due 2009 of Concentra Operating. **4.2 Supplemental Indenture dated as of November 5, 2001, among Concentra Operating, HealthNetwork Systems, LLC, Medical Network Systems, LLC, and The Bank of New York, as Trustee, relating to the 13% Senior Subordinated Notes due 2009 of Concentra Operating. **4.3 Supplemental Indenture dated as of November 20, 2001, among Concentra Operating, National Healthcare Resources, Inc., and The Bank of New York, as Trustee, relating to the 13% Senior Subordinated Notes due 2009 of Concentra Operating. *4.4 Indenture dated as of August 17, 1999, by and between Concentra Holding and United States Trust Company of New York, as Trustee, relating to the 14% Senior Discount Debentures due 2010. 1 *4.5 Warrant Agreement dated as of August 17, 1999, by and among Concentra Holding and the several persons named on Schedule I thereto. **4.6 Amendment No. 1 to Warrant Agreement dated as of November 1, 2001, by and among Concentra Holding and the several warrant holders that are signatories thereto. 4.7 Form of 13% Series B Senior Subordinated Notes due 2009 of Concentra Operating (included as an exhibit to Exhibit 4.1). 4.8 Form of 14% Senior Discount Debentures due 2010 of Concentra Holding (included as an exhibit to Exhibit 4.4). 4.9 Form of Warrant to acquire Concentra Holding common stock (included as an exhibit to Exhibit 4.5). *4.10 Registration Rights Agreement dated as of August 17, 1999 by and among Concentra Operating, the Guarantors set forth on the signature pages thereof, and Donaldson, Lufkin & Jenrette Securities Corporation, Chase Securities, Inc., Credit Suisse First Boston Corporation, Deutsche Bank Securities, Inc. and Fleet Securities, Inc., as initial purchasers. **4.11 Warrant Agreement dated as of November 1, 2001, by and among Concentra Holding and the several persons that are signatories thereto. **4.12 Form of Warrant to acquire Concentra Holding common stock (included as an exhibit to Exhibit 4.11). *4.13 Registration Rights Agreement dated as of August 17, 1999 by and among Concentra Holding, and the persons named in Schedules I and II thereto. **4.14 Amendment No. 1 to Registration Rights Agreement dated as of November 1, 2001, by and among Concentra Holding, and the persons named in Schedules I and II thereto. **4.15 Amendment No. 2 to Registration Rights Agreement dated as of November 5, 2001, by and among Concentra Holding and the several persons that are signatories thereto. *10.1 Purchase Agreement dated August 17, 1999, by and among Concentra Operating, the Guarantors set forth on the signature pages thereof, and Donaldson, Lufkin & Jenrette Securities Corporation, Chase Securities, Inc., Credit Suisse First Boston Corporation, Deutsche Bank Securities, Inc. and Fleet Securities, Inc., as initial purchasers, relating to the issuance and sale of $190,000,000 aggregate principal amount of Concentra Operating's 13% Senior Subordinated Notes due 2009, Series A. **10.2 Securities Purchase Agreement dated November 1, 2001, by and among Concentra Holding and the several purchasers named on Schedule I thereto, relating to the issuance and sale of 2,266,546 shares of Concentra Holding common stock and warrants to purchase 771,277 shares of Concentra Holding common stock. 2 *10.3 Credit Agreement dated as of August 17, 1999, by and among Concentra Holding, Concentra Operating, the Several Lenders from time to time parties thereto, The Chase Manhattan Bank, as Administrative Agent, Credit Suisse First Boston and Fleet National Bank, as Co-Documentation Agents, and DLJ Capital Funding, Inc., as Syndication Agent (the "Credit Agreement"). 10.4 Credit Facility Agreement dated as of August 17, 1999, by and among Concentra Holding, Concentra Operating, the Several Lenders from time to time parties thereto, The Chase Manhattan Bank, as Administrative Agent, Credit Suisse First Boston and Fleet National Bank, as co-Documentation Agents and DLJ Capital Funding, Inc., as Syndication Agent, Amended and Restated as of March 21, 2000 (incorporated by reference to Exhibit 10.3 to Concentra Operating's Annual Report on Form 10-K for the year ended December 31, 1999). **10.5 First Amendment and Waiver dated as of October 18, 2001, by and among Concentra Holding, Concentra Operating, the Several Lenders from time to time parties to the Credit Agreement, The Chase Manhattan Bank, as Administrative Agent, Credit Suisse First Boston and Fleet National Bank, as co-Documentation Agents and Credit Suisse First Boston, successor to DLJ Capital Funding, Inc., as Syndication Agent *10.6 Purchase Agreement dated August 17, 1999, by and among Concentra Holding and the several persons named on Schedule I thereto, relating to the issuance and sale of $110,000,000 aggregate face amount of Concentra Holding's 14% Senior Discount Debentures due 2010 and Warrants to acquire Concentra Holding common stock. +*10.7 Concentra Managed Care, Inc. 1999 Stock Option and Restricted Stock Purchase Plan. +10.8 Concentra Managed Care, Inc. 1997 Long-Term Incentive Plan (incorporated by reference to Appendix G to the Joint Proxy Statement/Prospectus forming a part of Concentra Holding's Registration Statement on Form S-4 filed on July 31, 1997). +*10.9 Employment Agreement dated as of August 17, 1999, between Concentra Holding and W. Tom Fogarty. +*10.10 Employment Agreement dated as of August 17, 1999, between Concentra Holding and James M. Greenwood. +*10.11 Employment Agreement dated as of August 17, 1999, between Concentra Holding and Richard A. Parr II. +*10.12 Employment Agreement dated as of August 17, 1999, between Concentra Holding and Daniel J. Thomas. +*10.13 Employment Agreement dated as of August 17, 1999, between Concentra Holding and Thomas E. Kiraly. +10.14 Employment Agreement dated as of December 4, 2000, between Concentra Holding and William H. Comte (incorporated by reference to Exhibit 10.16 to Concentra Operating's Annual Report on Form 10-K for the year ended December 31, 2000). 3 10.15 Indemnification Agreement dated as of September 17, 1997, between Concentra Holding and Daniel J. Thomas (identical agreements were executed as of September 17, 1997, between Concentra Holding and each of the following: Joseph F. Pesce, Richard A. Parr II, James M. Greenwood, W. Tom Fogarty, Kenneth Loffredo, Mitchell T. Rabkin, George H. Conrades, Robert A. Ortenzio, Lois E. Silverman, Paul B. Queally, John K. Carlyle) (incorporated by reference to Exhibit 10.17 to Concentra Holding's Annual Report on Form 10-K for the year ended December 31, 1997). 10.16 Indemnification Agreement dated as of May 13, 1998, between Concentra Holding and Hon. Willis D. Gradison, Jr. (identical agreements executed between Concentra Holding and Stephen Read (dated December 16, 1997), Richard D. Rehm, M.D. (dated May 13, 1998), Eliseo Ruiz III (dated May 11, 1998), Scott Henault (dated September 17, 1997), Darla Walls (dated December 16, 1997), Jeffrey R. Luber (dated December 16, 1997) and Martha Kuppens (dated December 16, 1997)) (incorporated by Reference to Exhibit 10.3 to Concentra Holding's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998). 10.17 Occupational Medicine Center Management and Consulting Agreement dated as of December 31, 1993, between Concentra Health Services, Inc. (formerly OccuCenters, Inc.) ("CHS") and Occupational Health Centers of Southwest, P.A., a Texas professional association (incorporated by reference to Exhibit 10.6 to OccuSystems' Annual Report on Form 10-K for the year ended December 31, 1995). 10.18 Occupational Medicine Center Management and Consulting Agreement dated as of December 31, 1993, between CHS and Occupational Health Centers of Southwest, P.A., an Arizona professional association (incorporated by reference to Exhibit 10.7 to OccuSystems' Annual Report on Form 10-K for the year ended December 31, 1995). 10.19 Occupational Medicine Center Management and Consulting Agreement dated as of December 31, 1993, between CHS and Occupational Health Centers of New Jersey, a New Jersey professional association (incorporated by reference to Exhibit 10.8 to OccuSystems' Registration Statement on Form S-1 filed on March 28, 1996). **10.20 Interim Administrative Services Agreement dated September 28, 2000, by and between CHS, and Em3 Corporation, formerly known as DevCorp Systems, Inc. ("Em3"). **10.21 Amendment No. 1 to Interim Administrative Services Agreement dated as of July 1, 2001, by and between CHS and Em3. **10.22 Interim Software License Agreement dated October 1, 2000, by and among CHS, First Notice Systems, Inc. ("FNS"), and Em3. **10.23 Amendment No. 1 to Interim Software License Agreement dated July 1, 2001, by and among CHS, FNS and Em3. **10.24 Administrative Services Agreement dated October 1, 2000, by and between CHS and OccMed Systems, Inc., formerly known as Concentra Development Corporation 2000. *10.25 Stockholders Agreement dated as of August 17, 1999, by and among Concentra Holding and the several persons named in Schedules I and II thereto. 4 **10.26 Amendment No. 1 to Stockholders Agreement dated as of November 1, 2001, by and among Concentra Holding and the several persons named in Schedules I and II thereto. **10.27 Stockholders Agreement dated as of November 20, 2001, by and among Concentra Holding, Welsh, Carson, Anderson & Stowe VIII, L.P., certain holders of common stock and warrants to purchase common stock of Concentra Holding, certain stockholders of National Healthcare Resources, Inc., and Ferrer, Freeman, Thompson & Co., LLC.- **21.1 Subsidiaries of Concentra Operating. **99.1 Management representation letter regarding Arthur Andersen LLP, dated March 29, 2002. - ---------- * Incorporated by reference to the Registrants' Registration Statement on Form S-4, initially filed on November 12, 1999. ** Filed herewith. + Indicates that Exhibit is a management contract or compensatory plan or arrangement. 5 EX-2.5 3 dex25.txt AGREEMENT AND PLAN OF MERGER EXHIBIT 2.5 AGREEMENT AND PLAN OF MERGER by and among CONCENTRA INC., NHR ACQUISITION COMPANY, INC. AND NATIONAL HEALTHCARE RESOURCES, INC. dated as of November 2, 2001 TABLE OF CONTENTS Page No. ------- ARTICLE I DEFINED TERMS......................................................1 - ----------------------- 1.1 Defined Terms........................................................1 --- ------------- ARTICLE II THE MERGER.......................................................12 - --------------------- 2.1 Merger..............................................................12 --- ------ 2.2 Effective Time of Merger............................................12 --- ------------------------- 2.3 Effects of Merger...................................................12 --- ----------------- 2.4 Certificate of Incorporation........................................12 --- ---------------------------- 2.5 Bylaws..............................................................12 --- ------ 2.6 Directors and Officers..............................................12 --- ---------------------- 2.7 Approval of Stockholder of Mergeco..................................13 --- ---------------------------------- 2.8 Tax Treatment.......................................................13 --- ------------- ARTICLE III MERGER CONSIDERATION; EXCHANGE OF CERTIFICATES..................13 - ---------------------------------------------------------- 3.1 Merger Consideration................................................13 --- -------------------- 3.2 Payment for Securities/Exchange of Certificates.....................16 --- ----------------------------------------------- 3.3 Dissenting Shares...................................................18 --- ----------------- 3.4 No Fractional Shares................................................18 --- -------------------- 3.5 Delivery of Information Prior to Closing............................18 --- ---------------------------------------- ARTICLE IV REPRESENTATIONS AND WARRANTIES...................................19 - ----------------------------------------- 4.1 Representations and Warranties of the Company.......................19 --- --------------------------------------------- 4.2 Representations and Warranties of Concentra and Mergeco.............33 --- ------------------------------------------------------- ARTICLE V CONDUCT OF BUSINESS PENDING THE MERGER............................43 - ------------------------------------------------ 5.1 Conduct of Business by the Company Pending the Merger...............43 --- ----------------------------------------------------- 5.2 Conduct of Business by Concentra Pending the Merger.................46 --- --------------------------------------------------- 5.3 Conduct of Business of Mergeco......................................46 --- ------------------------------ ARTICLE VI ADDITIONAL AGREEMENTS............................................46 - -------------------------------- 6.1 Access and Information..............................................46 --- ---------------------- 6.2 No Solicitation of Transactions.....................................47 --- ------------------------------- 6.3 Assistance..........................................................47 --- ---------- 6.4 Further Assurances..................................................48 --- ------------------ 6.5 Expenses............................................................48 --- -------- 6.6 Cooperation.........................................................48 --- ----------- 6.7 Publicity...........................................................48 --- --------- i 6.8 Governmental Consents; Filings......................................48 --- ------------------------------ 6.9 Employee Matters....................................................49 --- ---------------- 6.10 Notice of Certain Events............................................49 ---- ------------------------ 6.11 Assumption of Option Conversion Program.............................50 ---- --------------------------------------- 6.12 Concentra Stock Options.............................................50 ---- ----------------------- 6.13 Stockholder Meeting.................................................50 ---- ------------------- 6.14 Delivery of Lock-Up Agreements......................................50 ---- ------------------------------ 6.15 Prior Service.......................................................50 ---- ------------- 6.16 Financing...........................................................51 ---- --------- 6.17 Directors' and Officers' Indemnification and Insurance..............51 ---- ------------------------------------------------------ ARTICLE VII CONDITIONS PRECEDENT............................................53 - -------------------------------- 7.1 Conditions to Each Party's Obligation...............................53 --- ------------------------------------- 7.2 Conditions to Obligations of Concentra and Mergeco..................53 --- -------------------------------------------------- 7.3 Conditions to Obligations of the Company............................55 --- ---------------------------------------- ARTICLE VIII CLOSING........................................................55 - -------------------- 8.1 Closing.............................................................55 --- ------- 8.2 Actions to Occur at Closing.........................................55 --- ---------------------------- ARTICLE IX TERMINATION AND AMENDMENT........................................57 - ------------------------------------ 9.1 Termination.........................................................57 --- ----------- 9.2 Effect of Termination; Break-Up Fee.................................58 --- ------------------------------------ 9.3 Amendment...........................................................59 --- --------- 9.4 Extension; Consent; Waiver..........................................59 --- -------------------------- ARTICLE X GENERAL PROVISION.................................................59 - --------------------------- 10.1 Survival of Representations, Warranties, and Agreements.............59 ---- ------------------------------------------------------- 10.2 Notices.............................................................60 ---- ------- 10.3 Interpretation......................................................61 ---- -------------- 10.4 Counterparts........................................................61 ---- ------------ 10.5 Entire Agreement; No Third Party Beneficiaries......................61 ---- ---------------------------------------------- 10.6 Governing Law.......................................................61 ---- ------------- 10.7 Severability........................................................61 ---- ------------ 10.8 Assignment..........................................................61 ---- ---------- 10.9 Specific Performance................................................61 ---- -------------------- 10.10 Schedule Definitions..............................................62 ----- -------------------- ii Annex A - Officers and Directors of the Surviving Corporation Annex B - WCAS Class C Holders Exhibit A - Lock-Up Agreement Exhibit B - Form of Opinion of Company's Counsel Exhibit C - Form of Opinion of Concentra's and Mergeco's Counsel Exhibit D-1 - Form of Common/Class A-B-E Election Exhibit D-2 - Form of Class C Election Form Schedule 4.1(a) - Organization of the Company and Related Entities Schedule 4.1(b) - Encumbrances and Capital Structure of the Company Schedule 4.1(c) - Consents and Approvals of the Company Schedule 4.1(d) - Liabilities, Obligations and Company's Business Conducted the Ordinary Course Schedule 4.1(f) - Company Permits Schedule 4.1(g) - Litigation Against the Company Schedule 4.1(h) - Insurance of the Company Schedule 4.1(j) - Leased Real Property of the Company Schedule 4.1(k) - Personal Property of the Company Schedule 4.1(l) - Company Permitted Liens Schedule 4.1(m) - Environmental Matters of the Company Schedule 4.1(n) - Taxes of the Company Schedule 4.1(o) - Company Material Contracts Schedule 4.1(p) - Company Employee Benefit Plans Schedule 4.1(q) - Company Intellectual Property Schedule 4.1(r) - Affiliate Transactions Schedule 4.2(a) - Organization of Concentra Schedule 4.2(b) - Encumbrances and Capital Structure of Concentra Schedule 4.2(c) - Consents and Approvals of Concentra Schedule 4.2(d) - Liabilities, Obligations and Concentra's Business Conducted in the Ordinary Course Schedule 4.2(f) - Concentra Permits Schedule 4.2(h) - Insurance of Concentra Schedule 4.2(j) - Permitted Encumbrances of Concentra Schedule 4.2(k) - Environmental Matters of Concentra Schedule 4.2(m) - Concentra Material Contracts Schedule 4.2(n) - Concentra Employee Benefit Plans Schedule 4.2(p) - Affiliate Transactions iii THE SHARES OF COMMON STOCK REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER THEREOF PROVIDES AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE SECURITIES LAWS. AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of --------- November 2, 2001, is executed by and among Concentra Inc., a Delaware corporation ("Concentra"), NHR Acquisition Company, Inc., a Delaware --------- corporation and a wholly-owned subsidiary of Concentra ("Mergeco"), and ------- National Healthcare Resources, Inc., a Delaware corporation (the "Company"). ------- RECITALS: A. Concentra desires to acquire all of the issued and outstanding stock and other equity interests of the Company, pursuant to the merger of Mergeco with and into the Company, upon the terms and subject to the conditions of this Agreement. B. The Board of Directors of the Company and the Boards of Directors of Concentra and Mergeco have approved and declared it advisable for Mergeco to merge with and into the Company as authorized by Section 251 of the DGCL and on the terms and subject to the conditions set forth in this Agreement. C. For federal income tax purposes, it is intended that the Merger will qualify as a reorganization under the provisions of section 368(a) of the Code. NOW, THEREFORE, in consideration of the respective representations, warranties, covenants, agreements and conditions contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: ARTICLE I --------- DEFINED TERMS ------------- 1.1 Defined Terms. The following terms shall have the following -------------------- meanings in this Agreement: "Accredited Investor" means an "accredited investor" as such term ------------------- is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. "Affiliate" means, with respect to any person, any other person --------- controlling, controlled by or under common control with such person. For purposes of this definition 1 and this Agreement, the term "control" (and correlative terms) means the power, whether by contract, equity ownership or otherwise, to direct the policies or management of a person. "Alternative Transaction" shall mean any of the following (other ----------------------- than the Merger): (i) any merger, consolidation, share exchange, reorganization, business combination, recapitalization, liquidation, dissolution, or similar transaction involving the Company or any of the Company's Subsidiaries; (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 10% or more of the assets of the Company and its Subsidiaries as a consolidated group in a single transaction or series of transactions; (iii) any tender offer or exchange offer for, or other acquisition of, 10% or more of the outstanding shares of capital stock (on a fully diluted basis) of the Company or any of its Subsidiaries in a single transaction or series of transactions; and (iv) any sale by the Company or any of its Subsidiaries of any of its or their securities (whether debt, equity or other securities), or any increase in borrowing capacity available from the Company's third party lenders or securing by the Company of additional third party financing, involving the receipt of gross proceeds by the Company and/or its Subsidiaries of $10,000,000 or more in a single transaction or series of transactions. "Applicable Laws" means, with respect to any person, all laws, --------------- statutes, rules, regulations, ordinances, judgments, orders, decrees, injunctions, and writs of any Governmental Entity having jurisdiction over that person or the business, operations or assets of that person, as they may be in effect on or prior to the Closing. "Applications" has the meaning set forth in Section 6.8. ------------ "Balance Sheet Date" has the meaning set forth in Section ------------------ 4.1(d)(iii). "Break-Up Fee" has the meaning set forth in Section 9.2(b). ------------ "business day" means any other day than (i) a Saturday or Sunday or ------------ (ii) a day on which commercial banks in Dallas, Texas or New York, New York are authorized or required to be closed. "Capital Lease Obligations" means all obligations of the Company or ------------------------- any of its Subsidiaries to pay rent or other payment amounts under a lease of real or personal property which is required to be classified as a capital lease or a liability on the face of a balance sheet prepared in accordance with GAAP. "Cash on Hand" means all cash and cash equivalents of the Company ------------ as determined in accordance with GAAP. "Cash Merger Consideration" has the meaning set forth in Section ----------- 3.1(b)(iii). "CERCLA" has the meaning set forth in the definition of ------ Environmental Laws contained in this Section 1.1. "CERCLIS" means a Comprehensive Environmental Response, ------- Compensation and Liability Information System. 2 "Certificate" has the meaning set forth in Section 3.2(b). ----------- "Class A Common Stock" has the meaning set forth in Section 3.1. -------------------- "Class B Common Stock" has the meaning set forth in Section 3.1. -------------------- "Class C Common Stock" has the meaning set forth in Section 3.1. -------------------- "Class C Equity Merger Consideration" has the meaning set forth in ----------------------------------- Section 3.1(c)(i). "Class C Cash Payment" has the meaning set forth in Section -------------------- 3.1(c)(iii). "Class C Election" has the meaning set forth in Section 3.1(c)(ii). ---------------- "Class D Common Stock" has the meaning set forth in Section 4.1(b). -------------------- "Class E Common Stock" has the meaning set forth in Section 3.1. -------------------- "Class F Common Stock" has the meaning set forth in Section 4.1(b). -------------------- "Class Share Allocation" for any class of Company Stock means the ---------------------- product of (i) 3,045,600 multiplied by (ii) the Percentage Share for that class of Company Stock. "Closing" means the consummation of the transactions contemplated ------- by this Agreement in accordance with the provisions of Article VIII. "Closing Date" means the date of the Closing specified in Article ------------ VIII. "Code" means the United States Internal Revenue Code of 1986, as ---- amended. All references to the Code, U.S. Treasury regulations or other governmental pronouncements shall be deemed to include references to any applicable successor regulations or amending pronouncement. "Common/Class A-B-E Election" has the meaning set forth in Section --------------------------- 3.1(b)(iii). "Company" has the meaning set forth in the introductory paragraph ------- to this Agreement. "Company Balance Sheet" has the meaning set forth in Section --------------------- 4.1(d)(iii). "Company Class Common Stock" means the Class A Common Stock, Class -------------------------- B Common Stock, Class C Common Stock and Class E Common Stock. "Company Common Stock" has the meaning set forth in Section 3.1. -------------------- "Company Contracts" means all agreements, contracts, or other ----------------- binding commitments or arrangements, written or oral (including any amendments and other 3 modifications thereto), to which the Company or any of its Subsidiaries is a party or is otherwise bound. "Company Disclosure Schedule" has the meaning set forth in Section --------------------------- 4.1. "Company Employee Benefit Plans" means any "employee benefit plan" ------------------------------ within the meaning of Section 3(3) of ERISA and any bonus, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, vacation, severance, disability, death benefit, hospitalization or insurance plan providing benefits to any present or former employee or contractor of the Company or any of its Subsidiaries or any member of the Company ERISA Group maintained by any such entity or as to which any such entity has any liability or obligation. "Company Employees" has the meaning set forth in Section 6.15. ----------------- "Company ERISA Group" has the meaning set forth in Section 4.1(p). ------------------- "Company Financial Statements" has the meaning set forth in Section ---------------------------- 4.1(d)(ii). "Company Intellectual Property" has the meaning set forth in ----------------------------- Section 4.1(q)(i). "Company Leased Real Property" means all of the leasehold ---------------------------- interests, easements, licenses, rights to access and rights-of-way which are used or held for use in the business and operations of the Company or any of its Subsidiaries, including those interests which are identified and described in Schedule 4.1(j) of the Company Disclosure Schedule, as modified by any addition or permitted deletion thereto between the date hereof and the Closing Date. "Company Material Adverse Change" or "Company Material Adverse ------------------------------- Effect" means any change, occurrence, fact, event or effect (whether or not (i) foreseeable or known as of the date of this Agreement or (ii) covered by insurance) that, individually or in the aggregate with any such other changes, occurrences, facts, events or effects, is, or could reasonably be expected to be (whether or not such change, occurrence, fact, event or effect has, at the time in question, manifested itself in the Company's historical consolidated financial statements), materially adverse to the historical or long-term (a) business, (b) assets, (c) liabilities, (d) financial condition, (e) results of operations, (f) working capital, (g) organizational structure or (h) management, in each case, of the Company and its Subsidiaries taken as a whole; provided, -------- however, that in no event shall any of the following constitute a Company - ------- Material Adverse Change: (i) any change relating to general economic conditions or resulting from conditions affecting the industry in which the Company operates, unless the change has a disproportionate effect on the Company; (ii) any change resulting from the announcement or pendency of any of the transactions contemplated by this Agreement; or (iii) any change resulting from compliance by the Company with the terms of this Agreement. "Company Material Breach" has the meaning set forth in Section ----------------------- 9.2(c)(iii). "Company Material Contracts" has the meaning set forth in Section -------------------------- 4.1(o). 4 "Company Owned Real Property" means any parcels of real property --------------------------- owned in fee by the Company or any of its Subsidiaries, and all buildings, structures, improvements, and fixtures thereon, together with all rights of way, easements, privileges, and appurtenances pertaining or belonging thereto, including any right, title, and interest of the Company or any of its Subsidiaries in and to any street or other property adjoining any portion of such property. "Company Owned Software" has the meaning set forth in Section ---------------------- 4.1(q)(ii). "Company Permitted Liens" has the meaning set forth in Section ----------------------- 4.1(l). "Company Personal Property" means all of the machinery, equipment, ------------------------- computer programs, computer software, tools, motor vehicles, furniture, furnishings, leasehold improvements, office equipment, inventories, supplies, plant, spare parts, and other tangible or intangible personal property which are owned or leased by the Company or any of its Subsidiaries, together with any additions thereto between the date hereof and the Closing Date less any dispositions made in accordance with Section 5.1. "Company Reports" has the meaning set forth in Section 4.1(d)(i). --------------- "Company Stock" shall mean the Company Common Stock and the Company ------------- Class Common Stock. "Company Warrant" has the meaning set forth in Section 3.1(e). --------------- "Concentra" has the meaning set forth in the first paragraph of --------- this Agreement. "Concentra Balance Sheet" has the meaning set forth in Section ----------------------- 4.2(d). "Concentra Common Stock" has the meaning set forth in Section 3.1. ---------------------- "Concentra Common Stock Value" means $22.06. ---------------------------- "Concentra Contracts" means all agreements, contracts, or other ------------------- binding commitments or arrangements, written or oral (including any amendments and other modifications thereto), to which Concentra or any of its Subsidiaries is a party or is otherwise bound. "Concentra Disclosure Schedule" has the meaning set forth in ----------------------------- Section 4.2. "Concentra Employee Benefit Plans" means any "employee benefit -------------------------------- plan" within the meaning of Section 3(3) of ERISA and any bonus, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, vacation, severance, disability, death benefit, hospitalization or insurance plan providing benefits to any present or former employee or contractor of Concentra or any of its Subsidiaries or any member of the Concentra ERISA Group maintained by any such entity or as to which any such entity has any liability or obligation. "Concentra ERISA Group" has the meaning set forth in Section --------------------- 4.2(p). 5 "Concentra Financial Statements" has the meaning set forth in ------------------------------ Section 4.2(d). "Concentra Intellectual Property" has the meaning set forth in ------------------------------- Section 4.2(o). "Concentra Material Adverse Change" or "Concentra Material Adverse --------------------------------- Effect" means any change, occurrence, fact, event or effect (whether or not (i) foreseeable or known as of the date of this Agreement or (ii) covered by insurance) that, individually or in the aggregate with any such other changes, occurrences, facts, events or effects, is, or could reasonably be expected to be (whether or not such change, occurrence, fact, event or effect has, at the time in question, manifested itself in Concentra's historical consolidated financial statements), materially adverse to the historical or long-term (a) business, (b) assets, (c) liabilities, (d) financial condition, (e) results of operations, (f) working capital, (g) organizational structure or (h) management, in each case, of Concentra and its Subsidiaries taken as a whole; provided, however, that in -------- ------- no event shall any of the following constitute a Concentra Material Adverse Change: (i) any change relating to general economic conditions or resulting from conditions affecting the industry in which Concentra operates, unless the change has a disproportionate effect on Concentra; (ii) any change resulting from the announcement or pendency of any of the transactions contemplated by this Agreement; or (iii) any change resulting from compliance by Concentra with the terms of this Agreement. "Concentra Material Breach" has the meaning set forth in Section ------------------------- 9.1(b)(iii). "Concentra Material Contracts" has the meaning set forth in Section ---------------------------- 4.2(o). "Concentra Operating" shall mean Concentra Operating Corporation, a ------------------- Nevada corporation and wholly-owned subsidiary of Concentra. "Concurrent Transactions" means (i) the sale by Concentra of up to ----------------------- $50,000,000 of its equity securities in an offering exempt from the registration requirements of the Securities Act and (ii) the borrowing by Concentra Operating of up to $39,000,000 under Concentra Operating's credit facility, as it may be amended, restated, supplemented or otherwise modified from time to time, and any renewal, extension, refunding, restructuring, replacement or refinancing thereof (whether with the original agent and lenders or another agent or agents or other lenders and whether provided under the original credit facility or any other credit agreement) prior to, or concurrently with, Closing. "Confidentiality Agreement" has the meaning set forth in Section ------------------------- 6.1. "Continuing Employees" has the meaning set forth in Section 6.12. -------------------- "Debt", without duplication, means (a) all indebtedness of the ---- Company or any of its Subsidiaries, whether or not represented by bonds, debentures, notes or other securities, for the repayment of money borrowed (but excluding the Company Warrant and the Company Class Common Stock), (b) all deferred indebtedness of the Company or any of its Subsidiaries for the payment of the purchase price of property or assets purchased, (c) any outstanding reimbursement obligation of the Company or any of its Subsidiaries with respect to letters of credit, bankers' acceptances or similar facilities issued for the account of the Company or any of its Subsidiaries, (d) any payment obligation of the Company or any of its Subsidiaries under any 6 interest rate swap agreement, forward rate agreement, interest rate cap or collar agreement or other financial agreement or arrangement entered into for the purpose of limiting or managing interest rate risks, (e) all indebtedness for borrowed money secured by any Lien existing on property owned by the Company or any of its Subsidiaries, whether or not indebtedness secured thereby shall have been assumed, and (f) all guaranties, endorsements, assumptions and other contingent obligations of the Company or any of its Subsidiaries in respect of, or to purchase or to otherwise acquire, indebtedness for borrowed money of others. "DGCL" means the Delaware General Corporation Law. ---- "Dissenting Shares" has the meaning set forth in Section 3.3. ----------------- "Effective Time" has the meaning set forth in Section 2.2. -------------- "Electing Class C Cash Holder" means a Remaining Class C Holder who ---------------------------- (i) delivers an executed Class C Election to the Company prior to the Election Deadline in which such holder elects to receive cash consideration for its shares of Class C Common Stock in the Merger, or (ii) neither delivers an executed Class C Election to the Company prior to the Election Deadline nor certifies to the Company prior to the Election Deadline that it is an Accredited Investor or a Non-Accredited Represented Investor. "Election Deadline" means a date following the date hereof and ----------------- prior to the Effective Time mutually agreeable to Concentra and the Company. "Electing Holder" has the meaning set forth in Section 3.1(b)(iii). --------------- "Election Shares" has the meaning set forth in Section 3.1(b)(iii). --------------- "Employee Pension Benefit Plan" has the meaning set forth in ----------------------------- Section 3(2) of ERISA. "Encumbrances" has the meaning set forth in Section 4.1(b). ------------ "Environmental Costs or Liabilities" has the meaning set forth in ---------------------------------- Section 4.1(m)(iv). "Environmental Laws" means all Applicable Laws and rules of common ------------------ law pertaining to the environment, natural resources, and public or employee health and safety including the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. ss. 9601 et seq.) ("CERCLA"), the -- --- ------ Emergency Planning and Community Right to Know Act and the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act, the Hazardous and Solid Waste Amendments Act of 1984, the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act, the Safe Drinking Water Act, the Occupational Safety and Health Act of 1970, the Oil Pollution Act of 1990, the Hazardous Materials Transportation Act, and any similar or analogous statutes, regulations and decisional law of any Governmental Authority, as each of the foregoing may be amended and in effect on or prior to the Closing. 7 "Equity Merger Consideration" has the meaning set forth in Section --------------------------- 3.1(b)(i). "ERISA" means the Employee Retirement Income Security Act of 1974, ----- as amended. "Estimated Statement of NHR Indebtedness" means a statement showing --------------------------------------- the calculation of the estimated outstanding NHR Indebtedness as of 11:59 p.m. on the business day immediately prior to the Closing Date. "Excess Debt Quotient" shall equal the quotient of (i) the Excess -------------------- NHR Indebtedness divided by (ii) the Concentra Common Stock Value. "Excess NHR Indebtedness" means the amount by which the NHR ----------------------- Indebtedness as reflected on the Estimated Statement of NHR Indebtedness exceeds $64,400,000. "Exchange Act" means the Securities Exchange Act of 1934 and the ------------ rules and regulations promulgated thereunder. "Exchange Agent" has the meaning set forth in Section 3.2(a). -------------- "Exchange Fund" has the meaning set forth in Section 3.2(a). ------------- "First Union Letters of Credit" means that Letter of Credit dated ----------------------------- as of July 30, 1999 issued to Woodbridge Office Tower, L.L.C. by First Union National Bank for office space at 10 Woodbridge Center Road, Woodbridge, New Jersey and the Letter of Credit dated as of June 30, 2000 issued to The CIT Group, Inc. by First Union National Bank for office space at 1177 Avenue of the Americas, New York, New York. "GAAP" means generally accepted accounting principles in the United ---- States. "Governmental Entity" means any governmental department, ------------------- commission, board, bureau, agency, court or other instrumentality of the United States or any state, county, parish or municipality, jurisdiction, or other political subdivision thereof. "Hazardous Substances" has the meaning set forth in Section -------------------- 4.1(m)(iv). "Hedge Agreement" means the Interest Rate Hedge Transaction ---------------- Confirmation, dated May 19, 2000, by and among First Union National Bank, the Company, NHR Michigan, Inc., Metracomp, Inc. and NHR Washington, Inc. "HSR Act" has the meaning set forth in Section 4.1(c)(iii). ------- "Indemnified Liabilities" has the meaning set forth in Section ----------------------- 6.17. "Indemnified Parties" has the meaning set forth in Section 6.17. ------------------- "Intangible Rights" has the meaning set forth in Section 4.1(q)(i). ----------------- "IRS" means the United States Internal Revenue Service. --- 8 "Know-how" means all plans, ideas, concepts and data, research -------- records, all promotional literature, customer and supplier lists and similar data and information and all other confidential or proprietary technical and business information. "Knowledge" means, with respect to a specified party hereto, the --------- actual knowledge of such party's officers and directors, together with such additional knowledge as would be acquired by a reasonable person upon conducting reasonable and diligent inquiry concerning the subject matter in question. "Letter of Transmittal" has the meaning set forth in Section --------------------- 3.2(b). "Liens" has the meaning set forth in Section 4.1(l). ----- "Lock-Up Agreement" has the meaning set forth in Section 6.14. ----------------- "Management Stockholders" shall mean each of Chris Garcia, Mike ----------------------- Angst and Michael Lindberg. "Mergeco" has the meaning set forth in the introductory paragraph ------- of this Agreement. "Mergeco Common Stock" has the meaning set forth in Section 3.1. -------------------- "Merger" has the meaning set forth in Section 2.1. ------ "Merger Consideration" means the aggregate Equity Merger -------------------- Consideration, Class C Equity Merger Consideration, Cash Merger Consideration and Class C Cash Payment payable to holders of Company Stock in the Merger. "NHR Indebtedness" means the sum of (i) the outstanding principal ---------------- of all Debt, (ii) all obligations of the Company with respect to the Class C Common Stock (including, without limitation, the liquidation preference thereof and all accrued and unpaid dividends thereon) and (iii) all Capital Lease Obligations; provided, however, that the Company Indebtedness shall not include -------- ------- either the obligations of NHR and its Subsidiaries arising under the Hedge Agreement or the First Union Letters of Credit. "Non-Accredited Investor" means a stockholder that is neither an ----------------------- Accredited Investor nor a Non-Accredited Represented Investor. "Non-Accredited Represented Investor" means a person who is not an ----------------------------------- Accredited Investor but has appointed a Purchaser Representative to act on such person's behalf in connection with the Merger. "Non-Voting Company Common Stock" has the meaning set forth in ------------------------------- Section 4.1(b). "NPL" means a National Priority List. --- 9 "Option Conversion Program" means the agreement between the Company ------------------------- and each holder of options under the Company's 1995 Stock Option Plan to convert such options into shares of Common Stock on the terms provided in the letter agreement, dated October 25, 2001, between the Company and each option holder. "Percentage Share" shall mean, with respect to the Company Common ---------------- Stock, Class A Common Stock, Class B Common Stock and Class E Common Stock, 36.75%, 30.43%, 9.82% and 23.00%, respectively. "Permit" or "Permits" has the meaning set forth in Section 4.1(f). ------ ------- "Permitted Encumbrances" means with respect to any person (a) ---------------------- statutory Liens for current Taxes not yet due and payable, (b) mechanics', carriers', workers', repairers', and other similar Liens imposed by law arising or incurred in the ordinary course of business for obligations not yet due (c) in the case of leases of vehicles, rolling stock, and other personal property, encumbrances, which do not, individually or in the aggregate, materially impair the operation of the business at the facility at which such leased equipment or other personal property is located, (d) other liens, charges or encumbrances incidental to the operation of such person or any of its Subsidiaries or the ownership of such person's or any of its Subsidiaries' assets which were not incurred in connection with the borrowing of money or the advance of credit and which do not materially detract from the value of the assets encumbered thereby or materially interfere with the use thereof, (e) in the case of licenses or other rights to use Company Intellectual Property, Liens or other restrictions arising from the terms thereof, and (f) Liens on leases of real property arising from the provisions of such leases, including, in relation to leased real property, any agreements and/or conditions imposed on the issuance of land use permits, zoning, business licenses, use permits, or other entitlements of various types issued by any Governmental Entity, necessary or beneficial to the continued use and occupancy of such person's or any of its Subsidiaries' assets. "person" means an individual, corporation, partnership, limited ------ liability company, association, trust, unincorporated organization, or other entity. "Purchaser Representative" has the meaning set forth in Rule 501(h) ------------------------ of Regulation D promulgated under the Securities Act. "Related Entity" has the meaning set forth in Section 4.1(a). -------------- "Remaining Class C Holders" has the meaning set forth in Section ------------------------- 3.1(c)(ii). "SEC" means the Securities and Exchange Commission. --- "Securities Act" means the Securities Act of 1933 and the rules and -------------- regulations promulgated thereunder. "Stockholder Approval" has the meaning set forth in Section 7.1(e). -------------------- "Subsidiary" means, with respect to any person, any corporation or ---------- other organization, whether incorporated or unincorporated, of which: (i) such party or any other 10 Subsidiary of such party is a general partner; or (ii) at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization is, directly or indirectly, owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and any one or more of its Subsidiaries. "Surviving Corporation" has the meaning set forth in Section 2.1. --------------------- "Tax" or "Taxes" means with respect to any person (i) any net --- ----- income, alternative or add-on minimum, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, withholding on amounts paid by that person, payroll, employment, excise, production, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest and/or any penalty, addition to tax or additional amount imposed by any taxing authority, (ii) any liability of that person or any of its Subsidiaries for the payment of any amounts of the type described in (i) as a result of being a member of an affiliated or consolidated group or arrangement whereby liability of that person or any of its Subsidiaries for the payment of such amounts was determined or taken into account with reference to the liability of any other person for any period, and (iii) any liability of that person or any of its Subsidiaries with respect to the payment of any amounts of the type described in (i) or (ii) as a result of any express or implied obligation to indemnify any other person. "Tax Returns" means with respect to any person all returns, ----------- declarations, reports, estimates, information returns and statements required to be filed by or with respect to the person or any of its Subsidiaries in respect of any Taxes, including, without limitation, (x) any consolidated federal income Tax return in which that person or any of its Subsidiaries is included and (y) any state, local or foreign income Tax returns filed on a consolidated, combined or unitary basis (for purposes of determining tax liability) in which that person or any of its Subsidiaries is included. "Termination Date" has the meaning set forth in Section 9.1(b)(ii). ---------------- "Trademarks" with respect to any person means (a) trademarks, ---------- service marks, trade names, trade dress, labels, logos, and all other names and slogans associated with any products or embodying the goodwill of the business of such person or any of its Subsidiaries, whether or not registered, and any applications or registrations therefor and (b) any associated goodwill incident thereto owned by such person or any of its Subsidiaries. "Transaction Documents" has the meaning set forth in Section --------------------- 4.1(c)(i). "Treasury Regulations" means the regulations issued pursuant to the -------------------- Code. "Voting Debt" with respect to any person means bonds, debentures, ----------- notes or other indebtedness having the right to vote (or convertible into securities having the right to vote) on any matters on which holders of equity interests in that person or any Subsidiary of that person may vote. "WARN" means the Worker Adjustment Retaining and Notification Act. ---- 11 "Warrant Agreement" has the meaning set forth in Section 3.1(e). ----------------- "WCAS Class C Holders" means the persons and entities identified on -------------------- Annex B. ARTICLE II ---------- THE MERGER ---------- 2.1 Merger. Upon the terms and subject to the conditions set forth in ------------- this Agreement, at the Effective Time, Mergeco shall be merged with and into the Company (the "Merger"), the separate existence of Mergeco shall cease and the ------ Company, as the surviving corporation in the Merger (the "Surviving --------- Corporation"), shall continue to exist by virtue of and shall be governed by the - ----------- laws of the State of Delaware. The name of the Surviving Corporation shall be "National Healthcare Resources, Inc." 2.2 Effective Time of Merger. Subject to the provisions of this ------------------------------- Agreement, as soon as practicable on the Closing Date, the parties hereto shall file a certificate of merger or other appropriate documents executed in accordance with the relevant provisions of the DGCL and shall make all other filings or recordings required under the DGCL. The Merger shall become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (the time of such effectiveness is herein called the "Effective Time"). -------------- 2.3 Effects of Merger. The Merger shall have the effects set forth in ------------------------ this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time all the property, rights, privileges, immunities, powers and franchises of the Company and Mergeco shall vest in the Surviving Corporation, and all debts, liabilities, obligations and duties of the Company and Mergeco shall become the debts, liabilities, obligations and duties of the Surviving Corporation. 2.4 Certificate of Incorporation. The Certificate of Incorporation of ----------------------------------- Mergeco as in effect at the Effective Time shall be amended to change the name of the Surviving Corporation to "National Healthcare Resources, Inc.," and as so amended shall become the Certificate of Incorporation of the Surviving Corporation, until the same shall be amended in accordance with its terms and Applicable Law. 2.5 Bylaws. The Bylaws of Mergeco as in effect at the Effective Time ------------- shall become the Bylaws of the Surviving Corporation, until the same shall thereafter be amended or repealed in accordance with Applicable Law, the Surviving Corporation's Certificate of Incorporation or such Bylaws. 2.6 Directors and Officers. The directors and officers of the Surviving ----------------------------- Corporation shall be as set forth on Annex A hereto from and after the Effective ------- Time, each such individual to serve until his or her successor has been duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with Applicable Law, the Surviving Corporation's Certificate of Incorporation or its Bylaws. 12 2.7 Approval of Stockholder of Mergeco. By its execution and delivery ----------------------------------------- of this Agreement, Concentra, in its capacity as the sole stockholder of Mergeco, hereby approves, consents to and adopts the Merger and the terms and provisions of this Agreement. 2.8 Tax Treatment. It is intended that the Merger shall constitute a -------------------- reorganization under section 368(a) of the Code. ARTICLE III ----------- MERGER CONSIDERATION; EXCHANGE OF CERTIFICATES ---------------------------------------------- 3.1 Merger Consideration. At the Effective Time, by virtue of the -------------------- Merger and without any action on the part of the holders of any shares of (i) common stock, par value $0.01 per share, of Mergeco (the "Mergeco Common -------------- Stock"), (ii) common stock, par value $0.01 per share, of Concentra (the - ----- "Concentra Common Stock"), (iii) common stock, par value $0.01 per share, of the ---------------------- Company (the "Company Common Stock"), (iv) Class A Common Stock, par value $0.01 -------------------- per share, of the Company (the "Class A Common Stock"), (v) Class B Common -------------------- Stock, par value $0.01 per share, of the Company (the "Class B Common Stock"), -------------------- (vi) Class C Common Stock, par value $0.01 per share, of the Company (the "Class ----- C Common Stock"), or (vii) Class E Common Stock, par value $0.01 per share, of - -------------- the Company (the "Class E Common Stock"): -------------------- (a) Stock of Mergeco. Each share of Mergeco Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) Company Common Stock, Class A Common Stock, Class B Common Stock and Class E Common Stock. (i) If, as of the Closing Date, the NHR Indebtedness is less than or equal to $64,400,000, then each share of Company Common Stock, Class A Common Stock, Class B Common Stock and Class E Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be converted into cash in accordance with Section 3.1(b)(iii), shares to be canceled in accordance with Section 3.1(d) or Dissenting Shares) shall be converted solely into the right to receive that number of validly issued, fully paid and nonassessable shares of Concentra Common Stock indicated below (which shares shall not exceed 3,045,600 minus any shares converted into the Cash Merger Consideration pursuant to Section 3.1(b)(iii)): Number of Shares of Company Security Concentra Common Stock ---------------- ---------------------- Company Common Stock 0.266901 Class A Common Stock 7.413928 Class B Common Stock 4.270429 13 Class E Common Stock 3.336267 The aggregate shares of Concentra Common Stock to be issued to holders of Company Common Stock, Class A Common Stock, Class B Common Stock and Class E Common Stock in accordance with Section 3.1(b)(i) or (b)(ii), and any cash to be paid in lieu of fractional shares of Concentra Common Stock, is referred to herein as the "Equity Merger Consideration." --------------------------- (ii) If, as of the Closing Date, the NHR Indebtedness is greater than $64,400,000, then each share of Company Common Stock, Class A Common Stock, Class B Common Stock and Class E Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be converted into cash in accordance with Section 3.1(b)(iii), shares to be canceled in accordance with Section 3.1(d) or Dissenting Shares) shall be converted solely into the right to receive that number of validly issued, fully paid and nonassessable shares of Concentra Common Stock (which shares in the aggregate shall not exceed 3,045,600 minus any shares converted into the Cash Merger Consideration pursuant to Section 3.1(b)(iii)) equal to the quotient of (A) the remainder of (1) the Class Share Allocation for the applicable class of Company Stock minus (2) the product of (x) the Percentage Share for the applicable class of Company Stock multiplied by (y) the Excess Debt Quotient divided by (B) the number of issued and outstanding shares in that class of Company Stock immediately prior to the Effective Time. (iii) Notwithstanding the provisions of Section 3.1(b)(i) and (b)(ii), a holder of shares of Company Common Stock, Class A Common Stock, Class B Common Stock or Class E Common Stock (other than shares to be canceled in accordance with Section 3.1(d) or Dissenting Shares) (collectively, the "Election Shares") who has failed to certify to the Company prior to the --------------- Election Deadline that such holder is an Accredited Investor (each an "Electing -------- Holder"), may nevertheless elect to receive for the Election Shares it owns a - ------ number of shares of Concentra Common Stock as provided in this Section 3.1(b)(iii). Each Election Share held by an Electing Holder who (A) does not appoint a Purchaser Representative prior to the Election Deadline or (B) appoints a Purchaser Representative prior the Election Deadline but does not deliver to the Company an executed Election Form, in the form attached hereto as Exhibit D-1 (the "Common/Class A-B-E Election") prior to the Election Deadline, --------------------------- shall be converted solely into the right to receive an amount in cash equal to the product of (x) the number of shares of Concentra Common Stock into which such Election Share would otherwise be converted in accordance with Section 3.1(b)(i) or (b)(ii), as applicable, multiplied by (y) the Concentra Common Stock Value. Each Election Share held by an Electing Holder who (A) appoints a Purchaser Representative prior to the Election Deadline and (B) delivers to the Company an executed Common/Class A-B-E Election prior to the Election Deadline, shall be converted solely into the right to receive that number of validly issued, fully paid and nonassessable shares of Concentra Common Stock determined in accordance with Section 3.1(b)(i) or (b)(ii), as applicable. The aggregate amount of cash to be paid to Electing Holders in accordance with this Section 3.1(b)(iii) is referred to herein as the "Cash Merger Consideration." ------------------------- 14 (c) Class C Common Stock. (i) Each share of Class C Common Stock issued and outstanding immediately prior to the Effective Time (other than shares held by Electing Class C Cash Holders, shares to be canceled in accordance with Section 3.1(d) or Dissenting Shares) shall be converted solely into the right to receive that number of validly issued, fully paid and nonassessable shares of Concentra Common Stock equal to the quotient of (A) the sum of (1) $100 plus (2) any accrued but unpaid dividends on such share of Class C Common Stock as of the Effective Time divided by (B) the Concentra Common Stock Value. The aggregate shares to be issued to the holders of Class C Common Stock in accordance with Section 3.1(c)(i) and (c)(ii) (which shares shall not exceed 336,600 minus any shares converted into the Class C Cash Payment pursuant to Section 3.1(c)(ii)) is referred to herein as the "Class C Equity Merger Consideration." ----------------------------------- (ii) Notwithstanding the provisions of Section 3.1(c)(i), holders of Class C Common Stock other than the WCAS Class C Holders (the "Remaining Class C Holders") may elect to receive for each share of Class C ------------------------- Common Stock they hold an amount in cash as provided in this Section 3.1(c)(ii) by delivering to the Company an executed Election Form, in the form attached hereto as Exhibit D-2 (the "Class C Election"), prior to the Election Deadline. ---------------- Each share of Class C Common Stock issued and outstanding immediately prior to the Effective Time and held by an Electing Class C Cash Holder shall be converted solely into the right to receive an amount in cash equal to the product of (A) the number of shares of Concentra Common Stock into which such shares of Class C Common Stock would otherwise be converted in accordance with Section 3.1(c)(i) multiplied by (B) the Concentra Common Stock Value. The aggregate amount of cash to be paid to holders of Class C Common Stock in accordance with this Section 3.1(c)(ii) is referred to herein as the "Class C ------- Cash Payment." - ------------ (d) Treasury Stock and Concentra-Owned Stock. Each share of Company Stock that is held in the treasury of the Company or owned by any Subsidiary of the Company, Concentra or any Subsidiary of Concentra immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (e) Company Warrant. The warrant to purchase Company Common Stock then outstanding under that certain Warrant to Purchase Common Stock of National Healthcare Resources, Inc. (the "Warrant Agreement") dated as of July 17, 1996 ----------------- between the Company and First Union Corporation (the "Company Warrant"), shall --------------- automatically be canceled and cease to exist and shall thereafter represent the right to receive $50,000 in immediately available funds payable by the Company pursuant to the terms of the letter agreement dated the date of this Agreement, between the Company and First Union Corporation. (f) Impact of Stock Splits, etc. In the event of any change in Concentra Common Stock and/or Company Stock between the date of this Agreement and the Effective Time of the Merger in accordance with the terms of this Agreement by reason of any stock split, stock dividend, subdivision, reclassification, recapitalization, combination, exchange of shares or the like, the number and class of shares of Concentra Common Stock to be issued and delivered in the Merger in exchange for each outstanding shares of Company Stock as provided in this 15 Agreement shall be appropriately adjusted so as to maintain the relative proportionate interests of the holders of Company Stock and Concentra Common Stock. 3.2 Payment for Securities/Exchange of Certificates. ------------------------------------------------------ (a) Exchange Agent. Promptly after the Effective Time, the Surviving Corporation or Concentra shall deposit with a bank or trust company designated by Concentra and reasonably acceptable to the Company (the "Exchange -------- Agent"), for the benefit of the holders of shares of Company Stock, as - ----- applicable (and other than shares to be canceled in accordance with Section 3.1(e) and Dissenting Shares), for payment in accordance with this Article III, through the Exchange Agent, certificates and cash representing the aggregate Merger Consideration to be issued or paid pursuant to Section 3.1 (such certificates and cash being hereinafter referred to as the "Exchange Fund"). As ------------- soon as reasonably practicable after the Effective Time, the Exchange Agent, pursuant to irrevocable instructions, shall deliver the aggregate Merger Consideration to be issued or paid pursuant to Section 3.1 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Company acknowledges that Concentra may elect to serve as the Exchange Agent. (b) Exchange Procedures. (i) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which, immediately prior to the Effective Time, represented outstanding shares of Company Stock (each, a "Certificate"), which holder's ----------- shares of Company Stock were converted into the right to receive the per share Merger Consideration as set forth in Section 3.1: (1) a letter of transmittal (the "Letter of Transmittal") which shall specify that delivery shall be --------------------- effected and risk of loss and title to the Certificates shall pass only upon delivery of the Certificates to the Exchange Agent, and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify; and (2) instructions for use in effecting the surrender of the Certificates in exchange for the per share Merger Consideration. (ii) Upon surrender of a Certificate for cancellation to the Exchange Agent, together with the Letter of Transmittal, duly executed, and any other documents reasonably required by the Exchange Agent or the Surviving Corporation, (A) the holder of a Certificate formerly representing shares of Company Stock shall be entitled to receive in exchange therefor the applicable amount of Merger Consideration which such holder has the right to receive pursuant to the provisions of Section 3.1, and (B) the Certificate so surrendered shall forthwith be canceled. (iii) In the event of a transfer of ownership of Company Stock which is not registered in the transfer records of the Company, the applicable amount of Merger Consideration may be paid to a transferee if the Certificate representing such Company Stock is presented to the Exchange Agent properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents reasonably required by the Exchange Agent or the Surviving Corporation to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.2, each such Certificate shall be deemed at any time after the 16 Effective Time to represent only the right to receive upon such surrender the applicable amount of Merger Consideration. (c) Dividends and Distributions. No dividends or other distributions declared or made after the Effective Time with a record date after the Effective Time with respect to Concentra Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the Merger Consideration represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 3.4, until the holder of record of such Certificate shall surrender such Certificate in accordance with this Section 3.2. Subject to the effect of Applicable Laws (including, without limitation, escheat and abandoned property laws), following surrender of any such Certificate there shall be paid to the record holder of the certificate or certificates representing the Merger Consideration issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of cash payable in lieu of a fractional share of Concentra Common Stock to which such holder is entitled pursuant to Section 3.4 below, and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such Merger Consideration after giving effect to any required tax withholding, and (ii) if the payment date for any dividend or distribution payable with respect to such Merger Consideration has not occurred prior to the surrender of such Certificate, at the appropriate payment date therefor, the amount of dividends or other distributions with a record date after the Effective Time but prior to the surrender of such Certificate and a payment date subsequent to the surrender of such Certificate. (d) No Further Ownership Rights; Transfer Books. All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Certificates and the Company Stock, as the case may be, formerly represented thereby, and from and after the Effective Time there shall be no further registration of transfers effected on the stock transfer books of the Surviving Corporation of shares of Company Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article III. (e) Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Certificates on the 182nd day following the Effective Time shall be delivered to the Surviving Corporation upon demand, and any holders of Certificates who have not theretofore received any applicable Merger Consideration and any other dividends or distributions to which they are entitled under this Article III shall thereafter look only to Concentra for payment of their claims with respect thereto and only as general creditors thereof. (f) No Liability. None of Concentra, the Surviving Corporation, Mergeco or the Exchange Agent shall be liable to any holder of Certificates for any part of the Merger Consideration or for dividends or distributions with respect thereto delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any amounts remaining unclaimed by holders of any Certificates five years after the Effective Time or at such earlier date as is immediately prior to the time at which such amounts would otherwise escheat to or become property of any Governmental Entity, shall, to the extent permitted by Applicable Law, become the property of Concentra or the Surviving Corporation free and clear of any claims or 17 interest of any such holders or their successors, assigns or personal representatives previously entitled thereto. (g) Lost, Stolen, or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the appropriate amount of Merger Consideration. (h) Withholding of Tax. The Surviving Corporation or the Exchange Agent shall be entitled to deduct and withhold from the Cash Merger Consideration and the Class C Cash Payment and any dividends or distributions otherwise payable pursuant to this Agreement to any holder of a Certificate, if any, such amount as the Surviving Corporation (or any Affiliate thereof) or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under federal, state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of a Certificate in respect of which such deduction and withholding was made by the Surviving Corporation or the Exchange Agent. 3.3 Dissenting Shares. Notwithstanding anything in this Agreement to ------------------------ the contrary, shares of Company Stock that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders who have properly exercised appraisal rights with respect thereto under Section 262 of the DGCL (the "Dissenting Shares") shall not be converted into the right to ----------------- receive the consideration therefor specified in Section 3.1, but the holders of Dissenting Shares shall be entitled to receive such payment as shall be determined pursuant to Section 262 of the DGCL; provided, however, that if any -------- ------- such holder shall have failed to perfect or shall withdraw or lose the right to appraisal and payment under the DGCL, each such holder's shares of Company Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the consideration therefor specified in Section 3.1, without any interest thereon, as provided in Section 3.2, and such shares shall no longer be Dissenting Shares. 3.4 No Fractional Shares. No fractional shares of Concentra Common --------------------------- Stock shall be issued in the Merger and fractional share interests shall not entitle the owner thereof to vote or to any rights of a stockholder of Concentra. All holders of fractional shares of Concentra Common Stock shall be entitled to receive, in lieu thereof, an amount in cash (rounded to the nearest whole cent), without interest, determined by multiplying (i) the fraction of a share of Concentra Common Stock to which such holder would otherwise have been entitled by (ii) the Concentra Common Stock Value. 3.5 Delivery of Information Prior to Closing. ----------------------------------------------- (a) On the date that is five business days prior to the Closing, the Company shall deliver to Concentra the Estimated Statement of NHR Indebtedness which shall be prepared in accordance with GAAP consistently applied. The Company shall deliver to Concentra all 18 work papers and other supporting documentation used in or relevant to the creation of the Estimated Statement of NHR Indebtedness along with the delivery of the Estimated Statement of NHR Indebtedness. (b) Concentra shall review the Estimated Statement of NHR Indebtedness and the supporting material delivered by the Company, and three business days prior to the Closing Concentra shall inform the Company of its agreement or disagreement with the amounts presented in such statements. To the extent Concentra disputes the Estimated Statement of NHR Indebtedness provided by the Company, the Company and Concentra shall provide such disputed statement and all work papers and other supporting documentation used in or relevant to the creation of such statement to Deloitte & Touche no later than two business days prior to the Closing, and Deloitte & Touche shall determine the final form of such statement, which shall be final and binding on the parties hereto, no later than the Closing. The fees and expenses associated with the engagement of Deloitte & Touche in accordance with this Section 3.5 shall be borne equally by the Company and Concentra. ARTICLE IV ---------- REPRESENTATIONS AND WARRANTIES ------------------------------ 4.1 Representations and Warranties of the Company. The Company ---------------------------------------------------- represents and warrants to Concentra and Mergeco as follows, in each case as qualified by matters reflected on the disclosure schedule delivered by the Company to Concentra and Mergeco on the date of this Agreement (the "Company ------- Disclosure Schedule"): - ------------------- (a) Organization, Standing and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and each of its Subsidiaries is a corporation, duly organized, validly existing and in good standing under the laws of its state of incorporation, and each of the Company and its Subsidiaries has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not have a Company Material Adverse Effect. The Company has heretofore delivered to Concentra complete and correct copies of the Company's certificate of incorporation and bylaws and the charter and bylaws of each of the Company's Subsidiaries. Any entity in which the Company has an ownership interest, including, without limitation, the Company's Subsidiaries (each, a "Related ------- Entity"), and their respective jurisdictions of incorporation are identified on - ------ Schedule 4.1(a) of the Company Disclosure Schedule. Each owner and the - --------------- respective amount of such owner's equity interest in each such Related Entity is set forth on Schedule 4.1(a) of the Company Disclosure Schedule. Schedule 4.1(a) --------------- --------------- of the Company Disclosure Schedule sets forth a list of each jurisdiction in which the Company or a Related Entity is qualified or licensed to do business and each assumed name under which any of them conducts business in any jurisdiction. (b) Capital Structure. The authorized capital stock of the Company consists of 24,239,286 shares, consisting of (i) 20,000,000 shares of Company Common Stock, 19 (ii) 3,474,286 shares of Non-Voting Common Stock, par value $0.01 per share, of the Company (the "Non-Voting Company Common Stock"), (iii) 125,000 shares of ------------------------------- Class A Common Stock, (iv) 70,000 shares of Class B Common Stock, (v) 100,000 shares of Class C Common Stock, (vi) 50,000 shares of Class D Common Stock, par value $0.01 per share, of the Company (the "Class D Common Stock"), (vii) -------------------- 210,000 shares of Class E Common Stock, and (viii) 210,000 shares of Class F Common Stock, par value $0.01 per share, of the Company (the "Class F Common -------------- Stock"). As of the date of this Agreement: (1) 4,193,732 shares of Company - ----- Common Stock are issued and outstanding, (2) no shares of Non-Voting Company Common Stock are issued and outstanding, (3) 125,000 shares of Class A Common Stock are issued and outstanding, (4) 70,000 shares of Class B Common Stock are issued and outstanding, (5) 50,000 shares of Class C Common Stock are issued and outstanding, (6) no shares of Class D Common Stock are issued and outstanding, (7) 210,000 shares of Class E Common Stock are issued and outstanding, (8) no shares of Class F Common Stock are outstanding, (9) 1,578,694 shares of Company Common Stock are reserved for issuance pursuant to the Option Conversion Program, (10) 3,472,222 shares of Company Common Stock are reserved for issuance upon conversion of the Class A Common Stock, (11) 1,120,000 shares of Company Common Stock are reserved for issuance upon conversion of the Class B Common Stock, (12) 2,625,000 shares of Company Common Stock are reserved for issuance upon conversion of the Class E Common Stock, (13) no shares of Class E Common Stock or Non-Voting Company Common Stock are reserved for issuance upon conversion of the Class F Common Stock, (14) 92,591 shares of Company Common Stock are subject to issuance, and are also reserved for issuance, upon exercise of the Company Warrant, and (15) no Voting Debt is issued and outstanding in the Company or any Subsidiary of the Company. All outstanding shares of Company Stock are validly issued, fully paid and nonassessable and are not subject to preemptive rights. Except as set forth on Schedule 4.1(b) of the Company --------------- Disclosure Schedule, all outstanding equity interests of the Subsidiaries of the Company owned by the Company, or a direct or indirect wholly owned Subsidiary of the Company, are free and clear of all liens, pledges, charges, encumbrances, claims, mortgages, deeds of trust, security interests, restrictions, rights of first refusal, defects in title, or other burdens, options or encumbrances of any kind (collectively, the "Encumbrances"). Set forth in Schedule 4.1(b) of the ------------ --------------- Company Disclosure Schedule is a true and complete list of the following: (i) each outstanding award granted under the Option Conversion Program, the name of each holder of each such award and the number of shares of Company Common Stock subject to each such award; (ii) each grant of Company Common Stock to employees which is subject to any risk of forfeiture, the name of each holder of such restricted stock and the number of shares of such restricted stock held by each holder; (iii) the name of each holder of the Company Warrant and the number of shares of Company Common Stock issuable under such Company Warrant; (iv) any obligation of the Company to issue Company Common Stock as a result of the transactions contemplated hereby and the total thereof; and (v) each outstanding loan made by the Company with respect to the purchase of Company Common Stock and the recipient, amount and principal terms thereof. Except as set forth in this Section 4.1(b) or on Schedule 4.1(b) of the Company Disclosure Schedule, --------------- there are not issued and outstanding or reserved for issuance: (x) any shares of stock, Voting Debt or other voting securities of the Company; (y) any securities of the Company or any Subsidiary of the Company or securities or assets of any other entity convertible into or exchangeable for shares of stock, Voting Debt or other voting securities of the Company or any Subsidiary of the Company; or (z) any options, warrants, calls, rights (including preemptive rights), commitments or agreements to which the Company or any 20 Subsidiary of the Company is a party or by which it is bound in any case obligating the Company or any Subsidiary of the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of stock or any Voting Debt or other voting securities of the Company or of any Subsidiary of the Company, or obligating the Company or any Subsidiary of the Company to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. Except for the Transaction Documents, there are not as of the date of this Agreement, and there will not be at the Effective Time, any stockholder agreements, voting trusts or other agreements or understandings to which the Company or any Subsidiary of the Company is a party or by which it is bound relating to the voting of any shares of the stock of the Company that will limit in any way the solicitation of proxies or consents from, or the casting of votes by, the stockholders of the Company with respect to the Merger. There are no restrictions on the Company's ability to vote the equity interests of any of its Subsidiaries. All dividends or distributions on securities of the Company that have been declared or authorized prior to the date of this Agreement have been paid in full. (c) Authority; No Violations; Consents and Approvals. (i) The Board of Directors of the Company has approved and declared advisable the Merger and this Agreement and has directed that the Merger and this Agreement be submitted for the approval of the stockholders of the Company. The Company has all requisite power and authority to enter into this Agreement and all other documents to be executed in connection with the transactions contemplated hereby (collectively, the "Transaction Documents") to --------------------- which the Company is a party and, subject, with respect to the consummation of the Merger, to receipt of the Stockholder Approval, to consummate the transactions contemplated hereby and thereby. The execution and delivery of the Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of the Company and each applicable Subsidiary, subject, with respect to the consummation of the Merger, to receipt of the Stockholder Approval, no other action by the Company's board of directors being required. The Transaction Documents to which the Company is a party have been duly executed and delivered by the Company and each applicable Subsidiary and, subject, with respect to the consummation of the Merger, to receipt of the Stockholder Approval, and assuming the Transaction Documents to which Concentra and Mergeco are parties constitute valid and binding obligations of Concentra and Mergeco, constitute valid and binding obligations of the Company and each applicable Subsidiary, enforceable in accordance with their terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of the Transaction Documents by the Company and each applicable Subsidiary do not, and the consummation of the transactions contemplated hereby or thereby, and compliance with the provisions hereof or thereof, will not, subject to obtaining the consents, approvals, authorizations and Permits and making the filings described in Section 4.1(c)(iii) or otherwise described on Schedule 4.1(c) of the Company --------------- Disclosure Schedule, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or give rise to a right of 21 purchase under, result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries under, or otherwise result in a material detriment to the Company or any of its Subsidiaries under, any provision of (A) the Company's certificate of incorporation or bylaws or any provision of the comparable organizational documents of any of the Company's Subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to the Company or any of its Subsidiaries or their respective properties or assets or any guarantee by the Company or any of its Subsidiaries of any of the foregoing, (C) any joint venture or other ownership arrangement or (D) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 4.1(c)(iii) or as described on Schedule ------------------- -------- 4.1(c) of the Company Disclosure Schedule are duly and timely obtained or made - ------ and the Stockholder Approval has been obtained, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or Permit from any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of the Transaction Documents by the Company or each of its applicable Subsidiaries or the consummation by the Company or its applicable Subsidiaries of the transactions contemplated hereby or thereby, except for: (A) the filing of the certificate of merger with the Secretary of State of the State of Delaware in connection with the Merger, (B) such filings and approvals as may be required by any applicable state takeover laws or environmental laws, as described on Schedule 4.1(c), (C) the filing of a --------------- pre-merger notification and report by the Company under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the\ ------- expiration or termination of the applicable waiting period thereunder, and (D) any such consent, approval, order, authorization, registration, declaration, filing, or Permit that the failure to obtain or make (1) has not had, and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (2) would not, or could not reasonably be expected to, materially impair the ability of the Company to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. (d) Reports; Financial Statements; Absence of Certain Changes or Events. 1. The Company has filed all forms, reports, statements, and other documents required to be filed with any and all Governmental Entities. All such forms, reports, statements and other documents required to be filed with any Governmental Entity are referred to herein, collectively, as the "Company ------- Reports." The Company Reports were prepared in all material respects in - ------- accordance with the requirements of Applicable Law. (ii) The Company has delivered to Concentra copies of (A) the consolidated balance sheets of the Company as of December 31, 1999 and December 31, 2000, together with the consolidated statements of income and cash flows of the Company for the periods then ended, and the notes thereto, accompanied by the reports thereon of Ernst & Young LLP, independent public accountants, and (B) the unaudited consolidated balance sheet of the Company as of September 30, 2001, together with the related unaudited consolidated statements of income and cash flows for the nine-month period then ended (such audited and unaudited financial statements collectively being referred to as the "Company Financial Statements"). The ---------------------------- 22 Company Financial Statements, including the notes thereto, were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except to the extent disclosed therein or required by changes in GAAP) and present fairly the information purported to be presented therein as of such dates and for the periods then ended. (iii) Except as disclosed in Schedule 4.1(d) of the Company --------------- Disclosure Schedule, there is no liability or obligation of any kind, whether accrued, absolute, fixed, contingent, or otherwise, of the Company or any of its Subsidiaries that is not reflected or reserved against in the consolidated balance sheet of the Company as of September 30, 2001 (the "Company Balance --------------- Sheet"), other than (A) liabilities incurred in the ordinary course of business - ----- in a manner consistent with past practice since September 30, 2001 (the "Balance ------- Sheet Date"), or (B) any such liability or obligation which would not be - ---------- required to be presented in financial statements or the notes thereto prepared in conformity with GAAP applied on a consistent basis. (iv) Except as disclosed in Schedule 4.1(d) of the Company --------------- Disclosure Schedule, since the Balance Sheet Date, each of the Company and its Subsidiaries has conducted its business only in the ordinary course consistent with past practice and nothing has occurred that would have been prohibited by Section 5.1 if the terms of such section had been in effect as of and after the Balance Sheet Date. Since the Balance Sheet Date, there has not occurred, and none of the Company or any of its Subsidiaries has incurred or suffered, any event, circumstance, or fact that has had, or could reasonably be expected to result in, a Company Material Adverse Effect. (e) No Default. Neither the Company nor any of its Subsidiaries is in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the Company's certificate of incorporation or bylaws or the comparable organizational documents of any of the Company's Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license to which the Company or any of its Subsidiaries is now a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets is bound or (iii) any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its Subsidiaries, except in the case of (ii) and (iii) for defaults or violations which in the aggregate have not had, and could not reasonably be expected to have, a Company Material Adverse Effect. (f) Compliance with Applicable Laws. Schedule 4.1(f) of the --------------- Company Disclosure Schedule contains a list of all permits, licenses, variances, exemptions, orders, franchises and approvals of all Governmental Entities (each, a "Permit" and collectively, the "Permits") necessary for the lawful conduct of ------ ------- the business of the Company and its Subsidiaries, except for any such Permits, the failure to possess which, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its Subsidiaries holds all such Permits and is in compliance with the terms of its Permits, except where the failure so to comply has not had, and could not reasonably be expected to have, a Company Material Adverse Effect. The businesses of the Company and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental Entity, except for possible violations which have not had, and could not reasonably be expected to have, 23 a Company Material Adverse Effect. As of the date of this Agreement and to the Knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatened, other than those the outcome of which has not had, and could not reasonably be expected to have, a Company Material Adverse Effect. (g) Absence of Litigation. Except as set forth in Schedule 4.1(g) --------------- of the Company Disclosure Schedule, there is no claim, action, suit, inquiry, judicial, or administrative proceeding, grievance, or arbitration pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of the assets of the Company or any of its Subsidiaries by or before any arbitrator or Governmental Entity, nor are there any investigations relating to the Company or any of its Subsidiaries or any of such assets pending or, to the Knowledge of the Company, threatened by or before any arbitrator or Governmental Entity. Except as set forth in Schedule 4.1(g) of the --------------- Company Disclosure Schedule, there is no judgment, decree, injunction, order, determination, award, finding, or letter of deficiency of any Governmental Entity or arbitrator, or settlement agreement, outstanding against the Company or any of its Subsidiaries or any of the assets of the Company or any of its Subsidiaries. (h) Insurance. Since January 1, 1998, each of the Company and its Subsidiaries has been insured against such risks as companies engaged in a similar business would, in accordance with good business practice, customarily be insured. Schedule 4.1(h) of the Company Disclosure Schedule sets forth an --------------- accurate summary of all title, fire, general liability, malpractice liability, theft, and other forms of insurance and all fidelity bonds held by or applicable to the Company and its Subsidiaries. Except as set forth on Schedule 4.1(h) of --------------- the Company Disclosure Schedule, the title insurance and the policies of general liability, malpractice liability, fire, theft, and other insurance maintained with respect to the operations, assets, or business of the Company and its Subsidiaries provide adequate coverage against loss. No event has occurred, including the failure by the Company or any of its Subsidiaries to give any notice or information or the delivery of any inaccurate or erroneous notice or information, which limits or impairs the rights of the Company or any of its Subsidiaries under any such insurance policies in such a manner as could reasonably be expected to have a Company Material Adverse Effect. Excluding insurance policies that have expired and been replaced in the ordinary course of business, no such insurance policy has been canceled within the last two years prior to the date hereof. (i) Owned Real Property. Neither the Company nor its Subsidiaries owns or otherwise has an ownership interest in, nor has owned or otherwise had an ownership interest in at any time during the previous three years, any Company Owned Real Property. (j) Leased Real Property. Schedule 4.1(j) of the Company --------------- Disclosure Schedule contains an accurate description of all the Company Leased Real Property. Each lease described in Schedule 4.1(j) of the Company Disclosure --------------- Schedule is a valid and binding obligation of the Company or its Subsidiaries and is in full force and effect without amendment. Neither the Company nor any of its Subsidiaries, and to the Knowledge of the Company, no other party is, in default under any lease described in Schedule 4.1(j) of the Company Disclosure --------------- Schedule. All leasehold interests listed in Schedule 4.1(j) of the Company --------------- Disclosure Schedule (including the improvements thereon) are available for immediate use in the conduct of the 24 business and operations of the Company and its Subsidiaries as currently conducted. Except as disclosed on Schedule 4.1(j) of the Company Disclosure --------------- Schedule, no third-party consents are necessary with respect to the Company Leased Real Property in connection with the transactions contemplated by this Agreement. (k) Personal Property. Except as set forth on Schedule 4.1(k) of --------------- the Company Disclosure Schedule, each of the Company and its Subsidiaries has good title to, or a valid leasehold or license interest in, all Company Personal Property held by it and none of the Company Personal Property is subject to any Lien, except for Company Permitted Liens. Neither the Company nor any of its Subsidiaries is, and to the Knowledge of the Company, no other party is, in default under any of the leases, licenses and other contracts relating to the Company Personal Property. Except as otherwise disclosed in Schedule 4.1(k) of --------------- the Company Disclosure Schedule, the Company Personal Property (i) is in good operating condition and repair (ordinary wear and tear excepted) and (ii) is available for immediate use in the business and operation of the Company and its Subsidiaries as currently conducted. (l) Liens and Encumbrances. All of the assets of the Company and its Subsidiaries, including leases, are free and clear of all liens, pledges, claims, security interests, restrictions, mortgages, tenancies, and other possessory interests, conditional sale or other title retention agreements, assessments, easements, rights of way, covenants, restrictions, rights of first refusal, defects in title, encroachments, and other burdens, options or encumbrances of any kind (collectively, "Liens") except (i) Permitted ----- Encumbrances and (ii) Liens set forth on Schedule 4.1(l) of the Company --------------- Disclosure Schedule (the Liens referred to in clauses (i) and (ii) being "Company Permitted Liens"). At the Closing, all of the assets of the Company and ----------------------- its Subsidiaries shall be free and clear of all Liens other than Permitted Encumbrances and Liens arising in connection with the NHR Indebtedness. (m) Environmental Matters. Except as disclosed on Schedule 4.1(m) --------------- of the Company Disclosure Schedule, (i) The real property and facilities owned, operated, and leased by the Company or any of its Subsidiaries and the operations of the Company or any of its Subsidiaries thereon comply and have at all times complied in all material respects with all Applicable Laws and rules of common law pertaining to the environment, natural resources, and public or employee health and safety, including all Environmental Laws; (ii) No judicial proceedings are pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries alleging the violation of any Environmental Laws, and there are no administrative proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries, alleging the violation of any Environmental Laws and no notice from any Governmental Entity or any private or public person has been received by the Company claiming any violation of any Environmental Laws in connection with any real property or facility owned, operated or leased by the Company or any of its Subsidiaries, or requiring any remediation, clean-up, modification, repairs, work, construction, alterations, or installations on or in connection with any real property or facility owned, operated or leased by the Company or any of its Subsidiaries that are necessary to 25 comply with any Environmental Laws and that have not been complied with or otherwise resolved to the satisfaction of the party giving notice; (iii) All Permits required to be obtained or filed by the Company or any of its Subsidiaries under any Environmental Laws in connection with the operations of the Company or any of its Subsidiaries, including those activities relating to the generation, use, storage, treatment, disposal, release, or remediation of Hazardous Substances, have been duly obtained or filed, and the Company and each of its Subsidiaries is and has at all times been in full compliance in all material respects with the terms and conditions of all such Permits; (iv) All Hazardous Substances used or generated by the Company, any of its Subsidiaries or any of their respective predecessors on, in, or under any of the owned property or facilities are, and have at all times been, generated, stored, used, treated, disposed of, and released by such persons or on their behalf in such manner as not to result in any Environmental Costs or Liabilities. To the Knowledge of the Company, all Hazardous Substances used or generated by the Company, any of its Subsidiaries or any of their respective predecessors on, in, or under any of the leased real property or facilities are, and have at all times been, generated, stored, used, treated, disposed of, and released by such persons or on their behalf in such manner as not to result in any Environmental Costs or Liabilities. "Hazardous Substances" -------------------- means (A) any hazardous materials, hazardous wastes, hazardous substances, toxic wastes, and toxic substances as those or similar terms are defined under any Environmental Laws; (B) any asbestos or any material which contains any hydrated mineral silicate, including chrysolite, amosite, crocidolite, tremolite, anthophylite and/or actinolite, whether friable or non-friable; (C) PCBs, or PCB-containing materials, or fluids; (D) radon; (E) any other hazardous, radioactive, toxic or noxious substance, material, pollutant, contaminant, constituent, or solid, liquid or gaseous waste; (F) any petroleum, petroleum hydrocarbons, petroleum products, crude oil and any fractions or derivatives thereof, any oil or gas exploration or production waste, and any natural gas, synthetic gas and any mixtures thereof; (G) any substance that, whether by its nature or its use, is subject to regulation under any Environmental Laws or with respect to which any Environmental Laws or Governmental Entity requires environmental investigation, monitoring or remediation; and (H) any underground storage tanks, dikes, or impoundments as defined under any Environmental Laws. "Environmental Costs or Liabilities" with respect to any person means any ---------------------------------- losses, liabilities, obligations, damages, fines, penalties, judgments, settlements, actions, claims, costs and expenses (including, without limitation, reasonable fees, disbursements and expenses of legal counsel, experts, engineers and consultants, and the costs of investigation or feasibility studies and performance of remedial or removal actions and cleanup activities) in connection with any (1) violation of any Environmental Laws, (2) order of, or contract of that person or any of its Subsidiaries with, any Governmental Entity or any private or public persons arising out of or resulting from the treatment, storage, disposal or release by that person or any of its Subsidiaries or any of their predecessors of any Hazardous Substances or (3) claim by any private or public person arising out of any exposure of any person or property to Hazardous Substances; (v) There are not now, nor have there been in the past, on, in or under any property or facilities when owned by the Company or any if its Subsidiaries or when owned or operated by any of their predecesors, any Hazardous Substances that are in a condition or location that violates any Environmental Law or that reasonably could be expected to require 26 remediation under any Environmental Laws or give rise to a claim for damages or compensation by any affected person or to any Environmental Costs or Liabilities. To the Knowledge of the Company, there are not now, nor have there been in the past, on, in or under any property or facilities when leased by the Company or any if its Subsidiaries or when leased by any of their predecessors, any Hazardous Substances that are in a condition or location that violates any Environmental Law or that reasonably could be expected to require remediation under any Environmental Laws or give rise to a claim for damages or compensation by any affected person or to any Environmental Costs or Liabilities; and (vi) Neither the Company nor any of its Subsidiaries has received, and to the Knowledge of the Company, does not expect to receive, any notification from any source advising it that: (A) it is a potentially responsible party under CERCLA or any other Environmental Laws; (B) any real property or facility currently or previously owned, operated, or leased by it is identified or proposed for listing as a federal NPL (or state-equivalent) site or a CERCLIS list (or state-equivalent) site; and (C) any facility to which it has ever transported or otherwise arranged for the disposal of Hazardous Substances is identified or proposed for listing as an NPL (or state-equivalent) site or CERCLIS (or state-equivalent) site. (n) Taxes. Except as set forth on Schedule 4.1(n) of the Company --------------- Disclosure Schedule: (i) All material Tax Returns required to be filed by or with respect to the Company, each of its Subsidiaries, and any affiliated, consolidated, combined, unitary or similar group of which the Company or any of its Subsidiaries is or was a member, have been duly and timely filed (taking into account all valid extensions of filing dates), and all such Tax Returns are true, correct and complete in all material respects. The Company, each of its Subsidiaries, and any affiliated, consolidated, combined, unitary or similar group of which the Company or any of its Subsidiaries is or was a member, has duly and timely paid (or there has been paid on its behalf) all material Taxes that are due, except for Taxes being contested in good faith by appropriate proceedings and for which adequate reserves have been established in the Company's unaudited financial statements for the quarter ended September 30, 2001, in accordance with GAAP. With respect to any period for which Taxes are not yet due with respect to the Company, any Subsidiary, and any affiliated, consolidated, combined, unitary or similar group of which the Company or any of its Subsidiaries is or was a member, the Company and each of its Subsidiaries has made due and sufficient current accruals for such Taxes in accordance with GAAP in its most recent financial statements. The Company and each of its Subsidiaries has withheld and paid all material Taxes required by all applicable laws to be withheld or paid in connection with any amounts paid or owing to any employee, creditor, independent contractor, stockholder or other third party. (ii) There are no outstanding agreements, waivers, or arrangements extending the statutory period of limitation applicable to any claim for, or the period for the collection or assessment of, material Taxes due from or with respect to the Company, any of its Subsidiaries, or any affiliated, consolidated, combined, unitary or similar group of which the Company or any of its Subsidiaries is or was a member, for any taxable period. No audit or other proceeding by any court, governmental or regulatory authority, or similar person is pending in regard to any material Taxes due from or with respect to the Company or any of its 27 Subsidiaries or any affiliated, consolidated, combined, unitary or similar group of which the Company or any of its Subsidiaries is or was a member, other than normal and routine audits by nonfederal governmental authorities. All material deficiencies of Taxes assessed by any applicable taxing authority have been paid, fully settled or adequately provided for in the Company Balance Sheet. Neither the Company nor any Subsidiary of the Company has received written notice that any assessment of material Taxes is proposed against the Company or any of its Subsidiaries or any of their assets. (iii) No consent to the application of Section 341(f)(2) of the Code (or any predecessor provision) has been made or filed by or with respect to the Company or any of its Subsidiaries or any of their assets. None of the Company or any of its Subsidiaries has agreed to make any material adjustment pursuant to Section 481(a) of the Code (or any predecessor provision) by reason of any change in any accounting method, and there is no application pending with any taxing authority requesting permission for any changes in any accounting method of the Company or any of its Subsidiaries which, in each respective case, will or would reasonably cause the Company or any of its Subsidiaries to include any material adjustment in taxable income for any taxable period (or portion thereof) ending after the Closing Date. (iv) Neither the Company nor any of its Subsidiaries is a party to, is bound by, or has any obligation under, any Tax sharing agreement, Tax allocation agreement or similar contract, agreement or arrangement. (v) Neither the Company nor any of its Subsidiaries has executed or entered into with the IRS, or any taxing authority, a closing agreement pursuant to Section 7121 of the Code or any similar provision of state, local, foreign or other income tax law, which will require any increase in taxable income or alternative minimum taxable income, or any reduction in tax credits for, the Company or any of its Subsidiaries for any taxable period ending after the Closing Date. (vi) There are no requests for rulings from any taxing authority for information with respect to Taxes of the Company or any of its Subsidiaries and, to the Knowledge of the Company, no material reassessments (for property or ad valorem Tax purposes) of any assets or any property owned or leased by the Company or any of its Subsidiaries have been proposed in written form. (vii) None of the property of the Company or any Subsidiary of the Company is subject to a safe-harbor lease (pursuant to Section 168(f)(8) of the Internal Revenue Code of 1954 as in effect after the Economic Recovery Tax Act of 1981 and before the Tax Reform Act of 1986) or is "tax-exempt use property" (within the meaning of Section 168(h) of the Code) or "tax-exempt bond financed property" (within the meaning of Section 186(g)(5) of the Code). (viii) There are no excess loss accounts or deferred intercompany transactions between (A) the Company and any of its Subsidiaries or (B) any Subsidiaries of the Company, within the meaning of Treas. Reg.ss.ss. 1.1502-19 or 1.1502-13, respectively. (o) Certain Agreements. 28 (i) Schedule 4.1(o) of the Company Disclosure Schedule --------------- lists each (A) employment or consulting Company Contract which is not terminable without liability, penalty or payment of severance on 30 days or less notice, (B) Company Contract under which any party thereto remains obligated to provide goods or services having a value, or to make payments aggregating, in excess of $100,000 per year or $150,000 in the aggregate, and (C) other Company Contract that is material to the Company or any of its Subsidiaries, or to their respective business, in any such case to which the Company or any of its Subsidiaries is a party or the Company or any of its Subsidiaries or their respective assets are bound (collectively, the "Company Material Contracts"). -------------------------- Each Company Material Contract described in Schedule 4.1(o) of the Company --------------- Disclosure Schedule or required to be so described is a valid and binding obligation of the Company or its Subsidiaries and is in full force and effect without amendment. Each of the Company and its Subsidiaries and, to the Knowledge of the Company, each other party to the Company Material Contracts, has performed in all material respects the obligations required to be performed by it under the Company Material Contracts and is not (with or without lapse of time or the giving of notice, or both) in breach or default thereunder. Schedule -------- 4.1(o) of the Company Disclosure Schedule identifies, as to each Company - ------ Material Contract listed thereon, whether the consent of the other party thereto is required in order for such Company Material Contract to continue in full force and effect upon the consummation of the Merger or whether such Company Material Contract can be canceled by the other party without liability to such other party due to the consummation of the Merger. A complete copy of each written Company Material Contract and a description of each oral Company Material Contract has been provided to Concentra prior to the date of this Agreement or will be provided to Concentra prior to the Closing Date. (ii) Neither the Company nor any of its Subsidiaries is a party to any oral or written agreement, plan or arrangement with any employee, consultant or independent contractor of the Company or any of its Subsidiaries (A) the benefits of which are contingent, or the terms of which are materially altered, upon, or result from, the occurrence of a transaction involving the Company or any of its Subsidiaries of the nature of any of the transactions contemplated by this Agreement, (B) providing severance benefits longer than 30 days or other benefits after the termination of employment or other contractual relationship regardless of the reason for such termination and regardless of whether such termination is before or after a change of control, or (C) any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of the Merger or the value of any of the benefits of which will be calculated on the basis of the Merger. (p) ERISA Compliance; Labor. (i) Neither the Company nor any of its Subsidiaries or any other trades or businesses under common control within the meaning of Section 4001(b)(1) of ERISA with the Company or any of its Subsidiaries (collectively, the "Company ERISA Group") has within the six years prior to the ------------------- Closing Date maintained or contributed to any Employee Benefit Plan that has been subject to Title IV of ERISA. Each Company Employee Benefit Plan has been administered in compliance in all material respects with its terms, the applicable provisions of ERISA, the Code and all other Applicable Laws. Except as set forth on Schedule 4.1(p) of the Company Disclosure Schedule, there are no --------------- Company Employee Benefit Plans. 29 (ii) True, correct, and complete copies of each of the Company Employee Benefit Plans, and related trusts, if applicable, have been furnished to Concentra, along with the most recent report filed on Form 5500 and summary plan description with respect to each Company Employee Benefit Plan required to file Form 5500. Each Company Employee Benefit Plan intended to be qualified under Section 401 of the Code has received a favorable determination letter from the IRS regarding its qualified status or the remedial amendment period for submitting a determination letter request is open. There are no actions, suits, or claims pending (other than routine claims for benefits) or, to the Knowledge of the Company, threatened against, any of the Company Employee Benefit Plans. To the Knowledge of the Company, there is no matter pending with respect to any of the Company Employee Benefit Plans before the IRS or the Department of Labor. Except as required by Applicable Law, none of the Company Employee Benefit Plans provides medical insurance coverage following retirement. (iii) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement. Neither the Company nor any of its Subsidiaries has agreed to recognize any union or other collective bargaining representative, nor has any union or other collective bargaining representative been certified as the exclusive bargaining representative of any of its employees. Each of the Company and its Subsidiaries (A) is, and has always been since January 1, 1999, in substantial compliance with all Applicable Laws regarding labor, employment and employment practices, terms and conditions of employment, equal employment opportunity, employee benefits, affirmative action, wages and hours, plant closing and mass layoff, occupational safety and health, immigration, and workers' compensation, (B) is not engaged, nor has it since January 1, 1999, engaged, in any unfair labor practices, and has no, and has not had since January 1, 1999, any unfair labor practice charges or complaints before the National Labor Relations Board pending or, to the Knowledge of the Company, threatened against it, (C) has no, and has not had since January 1, 1999, any grievances, arbitrations, or other proceedings arising or asserted to arise under any collective bargaining agreement, pending or, to the Knowledge of the Company, threatened against it and (D) has no, and has not had since January 1, 1999, any charges, complaints or proceedings before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Entity responsible for regulating employment practices, pending, or, to the Company's Knowledge, threatened against it. There is no labor strike, slowdown, work stoppage or lockout pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has experienced any labor strike, slowdown, work stoppage or lockout since January 1, 1999. To the Knowledge of the Company, no union organizational campaign or representation petition is currently pending with respect to any of the employees of the Company or any of its Subsidiaries. (q) Intellectual Property. (i) Each of the Company and its Subsidiaries owns or has a right to use all intellectual property currently used by it in connection with, and material to, the operation of its businesses, including, without limitation, each Trademark, trade name, domain name, patent, service mark, brand mark, brand name, database, industrial design, trade secret, technology, software, Know-how, customer lists and copyright, including any registrations thereof and pending applications therefor, and each license or other contract relating thereto that is material to the conduct of its business (collectively, the "Company Intellectual Property"), free ----------------------------- 30 and clear of any and all Liens, other than Permitted Encumbrances, except where the failure to own or have a right to use such property or such Lien would not have a Company Material Adverse Effect. All material Company Intellectual Property and a listing of all names under which the Company and each of its Subsidiaries has operated are set forth on Schedule 4.1(q) of the Company --------------- Disclosure Schedule. The use of the Company Intellectual Property by the Company or its Subsidiaries does not in any material respect conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, Trademark, trade name, domain name, patent, service mark, brand mark, brand name, database, industrial design, trade secrets, technology, software, Know-how, customer lists, copyright or any pending application therefor (collectively, "Intangible Rights") of any other person, and the ----------------- Company does not have Knowledge of any claims thereof. The use of all Company Intellectual Property will not be adversely affected by the Merger, except where such adverse effect would not have a Company Material Adverse Effect. (ii) Schedule 4.1(q) of the Company Disclosure Schedule --------------- also lists all software owned by the Company and each of its Subsidiaries that is currently licensed to third parties by the Company or its Subsidiaries (the "Company Owned Software"). Except as disclosed on Schedule 4.1(q) of the Company ---------------------- --------------- Disclosure Schedule, (A) each of the Company and its Subsidiaries has sole title to the Company Owned Software, free of all claims including claims or rights of employees, independent contractors, agents, consultants or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such software; (B) the Company Owned Software does not contain any Company Licensed Software or any other software (other than third party operating systems), or derivatives of any of the foregoing; and (C) each of the Company and its Subsidiaries has the right to use, market, distribute, sublicense, modify and copy the Company Owned Software owned by it, free and clear of any limitations or encumbrances (including any obligations to pay royalties). Schedule 4.1(q) of the Company Disclosure Schedule also lists all --------------- the licensees of the Company Owned Software. Neither the Company nor any of its Subsidiaries is infringing any Intangible Rights of any other person with respect to the Company Owned Software, and, to the Knowledge of the Company, no other person is infringing any Intangible Rights of the Company with respect to the Company Owned Software. (iii) Schedule 4.1(q) of the Company Disclosure Schedule --------------- lists all material software other than commercial off-the-shelf "shrink-wrap" or "click-wrap" software for which the Company or any of its Subsidiaries is a licensee, lessee or otherwise has obtained from a third party the right to use, market, distribute, sublicense or otherwise transfer the right to use such software (the "Company Licensed Software"). Each of the Company and its ------------------------- Subsidiaries has made use of all copies of the Company Licensed Software in its possession as permitted by the respective license agreements in all material respects. Each of the Company and its Subsidiaries has complied with all material provisions of the license, lease or other similar agreement pursuant to which it has rights to use the Company Licensed Software, except where non-compliance would not have a Company Material Adverse Effect. (iv) The Merger will not cause a breach of, default under or otherwise trigger a right to terminate the license agreement by which the Company or any of its Subsidiaries licenses any Company Licensed Software or Company Owned Software or impair 31 the Company's or any of its Subsidiaries' ability to use the Company Licensed Software or license the Company Owned Software in the same manner as such software is currently used or licensed in its business, except where such breach, default or right would not have a Company Material Adverse Effect. (v) Each of the Company and its Subsidiaries and, to the Knowledge of the Company, the other parties to any contract under which the Company or any of its Subsidiaries is the licensor, lessor or has otherwise granted the rights to use any Company Owned Software are in compliance therewith and are not in breach of their obligations with respect thereto, except where non-compliance or breach would not have a Company Material Adverse Effect. (vi) Each of the Company and its Subsidiaries has taken all reasonable and practicable steps to protect and preserve the confidentiality of all Company Intellectual Property for which value is contingent upon maintenance of such confidentiality not subject to copyright or patent rights ("Company Confidential IP Information"). ----------------------------------- (r) Affiliate Relationships. Except as disclosed on Schedule 4.1(r) of the Company Disclosure Schedule, there are no contracts or - --------------- other arrangements involving the Company or any of its Subsidiaries in which any member, manager, partner, officer, director or Affiliate of the Company or any of its Subsidiaries has a financial interest, including indebtedness to the Company or any of its Subsidiaries. (s) Brokers. No broker, investment banker or other person is entitled to any broker's, finder's or other similar fee or commission in connection with the Merger based upon arrangements made by or on behalf of the Company. (t) No Dispositions. Since the Balance Sheet Date, there has not occurred any sale, lease, transfer, assignment, abandonment or other disposition of any of the assets of the Company or any of its Subsidiaries other than any disposition of (i) obsolete property, (ii) property in connection with the acquisition of replacement property of equal value, or (iii) assets having, in the aggregate, a value of less than $10,000 disposed of in the ordinary course of business and consistent with past practices. (u) Disclosure. No representation or warranty by the Company contained in this Agreement or in any certificate furnished pursuant to this Agreement nor any information furnished pursuant to Section 6.3 or any other section of this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading. (v) Stockholder Approval. The affirmative vote of a majority of the outstanding shares of Company Common Stock, Class A Common Stock, Class B Common Stock and Class E Common Stock, voting together as a single class, is the only vote of the holders of any class or series of the Company's capital stock necessary to approve this Agreement and the Merger. 32 (w) Tax Treatment. To its Knowledge, after consulting with its Tax counsel, neither the Company nor any of its affiliates has taken or agreed to take any action that could reasonably be expected to prevent the Merger from constituting a transaction qualifying as a reorganization under section 368(a) of the Code. (x) Cash on Hand. As of October 31, 2001, the Company had Cash on Hand of approximately $2,000,000, but in no event less than $1,800,000. 4.2 Representations and Warranties of Concentra and Mergeco. Concentra -------------------------------------------------------------- and Mergeco represent and warrant, jointly and severally, to the Company as follows, in each case as qualified by matters reflected on the disclosure schedule delivered by Concentra and Mergeco to the Company on the date of this Agreement (the "Concentra Disclosure Schedule"): ----------------------------- (a) Organization, Standing and Power. Each of Concentra and Mergeco is a corporation duly formed and validly existing under the DGCL and is in good standing with the Delaware Secretary of State. Each of Concentra's other Subsidiaries is a corporation, limited liability company or partnership duly organized, validly existing and in good standing under the laws of its state of incorporation or organization, and each of Concentra and its Subsidiaries has all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify would not have a Concentra Material Adverse Effect. Concentra has heretofore delivered to the Company complete and correct copies of Concentra's certificate of incorporation and bylaws and the charter, bylaws or other organizational documents of each of Concentra's Subsidiaries. All Subsidiaries of Concentra and their respective jurisdictions of incorporation or organization are identified on Schedule 4.2(a) of the Concentra Disclosure Schedule. Each --------------- owner and the respective amount of such owner's equity interest in each such Subsidiary is set forth on Schedule 4.2(a) of the Concentra Disclosure Schedule. --------------- (b) Capital Structure. As of the date hereof, the authorized capital stock of Concentra consists of (i) 100,000,000 shares of Concentra Common Stock, (ii) 5,000,000 shares of Class A Common Stock, $0.01 par value per share, and (iii) 20,000,000 shares of preferred stock, par value $0.01 per share (the "Concentra Preferred Stock"). As of the date hereof: (1) 26,395,197 shares ------------------------- of Concentra Common Stock are issued and outstanding; (2) 1,854,545 shares of Class A Common Stock are issued and outstanding; (3) no shares of Concentra Preferred Stock are issued and outstanding; (4) 3,750,000 shares of Concentra Common Stock are reserved for issuance pursuant to the Concentra Managed Care, Inc. 1999 Stock Option and Restricted Stock Purchase Plan; (5) 565,875 shares of Concentra Common Stock are reserved for issuance pursuant to the Concentra Managed Care, Inc. 1997 Long Term Incentive Plan; (6) 5,706 shares of Concentra Common Stock are reserved for issuance pursuant to the Preferred Payment Systems, Inc. 1996 Incentive Stock Plan; (7) warrants to purchase 2,366,684 shares of Concentra Common Stock are issued and outstanding; (8) 1,854,545 shares of Concentra Common Stock are reserved for issuance upon conversion of Concentra's Class A Common Stock; (9) 2,366,684 shares of Concentra Common Stock are subject to issuance, and are also reserved for issuance, upon exercise of the Concentra Warrants and (10) no Voting Debt is issued and outstanding in Concentra or any of its Subsidiaries. As of the date hereof, the 33 authorized capital stock of Mergeco consists of 1,000 shares of Mergeco Common Stock and 100 shares of Mergeco Common Stock are issued and outstanding and owned by Concentra. All outstanding shares of Concentra Common Stock and Concentra Class A Common Stock are validly issued, fully paid and nonassessable and are not subject to preemptive rights. Except as set forth on Schedule 4.2(b) --------------- of the Concentra Disclosure Schedule, all outstanding equity interests of the Subsidiaries of Concentra owned by Concentra, or a direct or indirect wholly owned Subsidiary of Concentra, are free and clear of all Encumbrances. Except as set forth in this Section 4.2(b) or on Schedule 4.2(b) of the Concentra --------------- Disclosure Schedule, there are not issued and outstanding or reserved for issuance: (x) any shares of stock, Voting Debt or other voting securities of Concentra or its Subsidiaries; (y) any securities of Concentra or any Subsidiary of Concentra or securities or assets of any other entity convertible into or exchangeable for shares of stock, Voting Debt or other voting securities of Concentra or any Subsidiary of Concentra; and (z) any options, warrants, calls, rights (including preemptive rights), commitments or agreements to which Concentra or any Subsidiary of Concentra is a party or by which it is bound in any case obligating Concentra or any Subsidiary of Concentra to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, additional shares of stock or any Voting Debt or other voting securities of Concentra or of any Subsidiary of Concentra, or obligating Concentra or any Subsidiary of the Concentra to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There are no restrictions on Concentra's ability to vote the equity interests of any of its Subsidiaries. Except as set forth on Schedule 4.2(b) of the Concentra --------------- Disclosure Schedule, all dividends or distributions on securities of Concentra that have been declared or authorized prior to the date of this Agreement have been paid in full. (c) Authority; No Violations, Consents and Approvals. (i) Each of Concentra and Mergeco has all requisite power and authority to enter into the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby or thereby. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby or thereby have been duly authorized by all necessary action on the part of Concentra and Mergeco, no other action by Concentra's board of directors being required. The Transaction Documents to which Concentra and Mergeco are a party have been duly executed and delivered by each of Concentra and Mergeco as the case may be, and assuming the Transaction Documents to which the Company or any of its Subsidiaries is a party constitute the valid and binding obligations of the Company or its Subsidiary, as the case may be, constitute a valid and binding obligation of each of Concentra and Mergeco enforceable in accordance with its terms, subject as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (ii) The execution and delivery of the Transaction Documents by Concentra and Mergeco do not, and the consummation of the transactions contemplated hereby or thereby, and compliance with the provisions hereof or thereof, will not, subject to obtaining the consents, approvals, authorizations and permits and making the filings described in Section 4.2(c)(iii) or otherwise described on Schedule 4.2(c) of the Concentra --------------- Disclosure Schedule, conflict with, or result in any violation of, or default (with or without notice or lapse of 34 time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, or give rise to a right of purchase under, result in the creation of any Lien upon any of the properties or assets of Concentra or Mergeco or any of their Subsidiaries under, require the consent or approval of any third party lender or otherwise result in a material detriment to Concentra or Mergeco or any of their Subsidiaries under, any provision of (A) the certificates of incorporation or bylaws of Concentra or Mergeco or any provision of the comparable organizational documents of any of Concentra's other Subsidiaries, (B) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to Concentra or Mergeco or any of their Subsidiaries or their respective properties or assets or any guarantee by Concentra or Mergeco or any of their Subsidiaries of the foregoing, (C) any joint venture or other ownership arrangement or (D) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 4.2(c)(iii) or described on Schedule 4.2(c) of the Concentra Disclosure Schedule are duly and timely - --------------- obtained or made, any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Concentra or Mergeco or any of their Subsidiaries or any of their respective properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or Permit from any Governmental Entity is required by or with respect to Concentra or Mergeco or any of their Subsidiaries in connection with the execution and delivery by Concentra or Mergeco of the Transaction Documents to which Concentra or Mergeco is a party or the consummation by Concentra or Mergeco of the transactions contemplated hereby or thereby, except for: (A) the filing of the certificate of merger with the Secretary of State of the State of Delaware; (B) such filings and approvals as may be required by any applicable state takeover laws or environmental laws, as described on Schedule 4.2(c); (C) filings under the HSR Act; and (D) any such --------------- consent, approval, order, authorization, registration, declaration, filing, or Permit that the failure to obtain or make (1) has not had, and could not reasonably be expected to have, individually or in the aggregate, a Concentra Material Adverse Effect, or (2) would not, or could not reasonably be expected to, materially impair the ability of Concentra or Mergeco to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby. (d) Reports; Financial Statements; Absence of Certain Changes or Events. (i) Concentra has filed all forms, reports, statements, and other documents required to be filed with any and all Governmental Entities. All such forms, reports, statements and other documents required to be filed with any Governmental Entity are referred to herein, collectively, as the "Concentra Reports". The Concentra Reports were prepared in all material ----------------- respects in accordance with the requirements of Applicable Law. (ii) Concentra has delivered to the Company copies of (A) the consolidated balance sheets of Concentra as of December 31, 1999 and December 31, 2000, together with the consolidated statements of income and cash flows of Concentra for the periods then ended, and the notes thereto, accompanied by the reports thereon of Arthur Andersen, independent public accountants, and (B) the unaudited consolidated balance sheet of Concentra as of September 30, 2001, together with the related unaudited consolidated statements of income and cash flows for the nine-month period then ended (such audited and unaudited financial 35 statements collectively being referred to as the "Concentra Financial ------------------- Statements"). The Concentra Financial Statements, including the notes thereto, - ---------- were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except to the extent disclosed therein or required by changes in GAAP) and present fairly the information purported to be presented therein as of such dates and for the periods then ended. (iii) Except as disclosed in Schedule 4.2(d) of the --------------- Concentra Disclosure Schedule, there is no liability or obligation of any kind, whether accrued, absolute, fixed, contingent, or otherwise, of Concentra or any of its Subsidiaries that is not reflected or reserved against in the consolidated balance sheet of Concentra as of September 30, 2001 (the "Concentra --------- Balance Sheet"), other than (A) liabilities incurred in the ordinary course of - ------------- business in a manner consistent with past practice since the Balance Sheet Date, or (B) any such liability or obligation which would not be required to be presented in financial statements or the notes thereto prepared in conformity with GAAP applied on a consistent basis. (iv) Except as disclosed in Schedule 4.2(d) of the --------------- Concentra Disclosure Schedule, since the Balance Sheet Date, Concentra has conducted its business only in the ordinary course consistent with past practice and nothing has occurred that would have been prohibited by Section 5.2 if the terms of such section had been in effect as of and after the Balance Sheet Date. Since the Balance Sheet Date, there has not occurred, and none of Concentra or any of its Subsidiaries has incurred or suffered, any event, circumstance, or fact that has had, or could reasonably be expected to result in, a Concentra Material Adverse Effect. (e) No Default. Neither Concentra nor any of its Subsidiaries is in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) Concentra's certificate of incorporation or bylaws or the comparable organizational documents of any of Concentra's Subsidiaries, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license to which Concentra or any of its Subsidiaries is now a party or by which Concentra or any of its Subsidiaries or any of their respective properties or assets is bound or (iii) any order, writ, injunction, decree, statute, rule or regulation applicable to Concentra or any of its Subsidiaries, except in the case of (ii) and (iii) for defaults or violations which in the aggregate have not had, and could not reasonably be expected to have, a Concentra Material Adverse Effect. (f) Compliance with Applicable Laws. Schedule 4.2(f) of the --------------- Concentra Disclosure Schedule contains a list of all Permits necessary for the lawful conduct of the business of Concentra and its Subsidiaries, except for any such Permits, the failure to possess which, individually or in the aggregate, could not reasonably be expected to have a Concentra Material Adverse Effect. Each of Concentra and its Subsidiaries holds all such Permits and is in compliance with the terms of its Permits, except where the failure so to comply has not had, and could not reasonably be expected to have, a Concentra Material Adverse Effect. The businesses of Concentra and each of its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any Governmental Entity, except for possible violations which have not had, and could not reasonably be expected to have, a Concentra Material Adverse Effect. As of the date hereof and to the Knowledge of Concentra, no investigation or review by any Governmental Entity with respect to Concentra or any of its Subsidiaries is pending or 36 threatened, other than those the outcome of which has not had, and could not reasonably be expected to have, a Concentra Material Adverse Effect. (g) Absence of Litigation. Except as disclosed in the Concentra SEC Documents, there is no claim, action, suit, inquiry, judicial, or administrative proceeding, grievance, or arbitration pending or, to the Knowledge of Concentra, threatened against Concentra or any of its Subsidiaries or any of the assets of Concentra or any of its Subsidiaries by or before any arbitrator or Governmental Entity, nor are there any investigations relating to Concentra or any of its Subsidiaries or any of such assets pending or, to the Knowledge of Concentra, threatened by or before any arbitrator or Governmental Entity, in either case that would have a Concentra Material Adverse Effect. Except as disclosed in the Concentra SEC Documents, there is no judgment, decree, injunction, order, determination, award, finding, or letter of deficiency of any Governmental Entity or arbitrator, or settlement agreement, outstanding against Concentra, any of its Subsidiaries or any of their respective assets. There is no action, suit, inquiry, judicial, or administrative proceeding pending or, to the Knowledge of Concentra, threatened against Concentra or any of its Subsidiaries relating to the Merger. (h) Insurance. Since January 1, 1998, Concentra and each of its Subsidiaries has been insured against such risks as companies engaged in a similar business would, in accordance with good business practice, customarily be insured. Schedule 4.2(h) of the Concentra Disclosure Schedule sets forth an --------------- accurate summary of all title, fire, general liability, malpractice liability, theft, and other forms of insurance and all fidelity bonds held by or applicable to Concentra and its Subsidiaries. The title insurance and the policies of general liability, malpractice liability, fire, theft, and other insurance maintained with respect to the operations, assets, or business of Concentra and its Subsidiaries provide adequate coverage against loss. No event has occurred, including the failure by Concentra or any of its Subsidiaries to give any notice or information or the delivery of any inaccurate or erroneous notice or information, which limits or impairs the rights of Concentra or any of its Subsidiaries under any such insurance policies in such a manner as could have a Concentra Material Adverse Effect. Excluding insurance policies that have expired and been replaced in the ordinary course of business, no insurance policy has been canceled within the last two years prior to the date hereof. (i) SEC Documents. Concentra has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Concentra Operating with the SEC since January 1, 2000 and prior to or on the date of this Agreement (the "Concentra --------- SEC Documents"), which are all the documents (other than preliminary material) - ------------- that Concentra or its Subsidiaries were required to file with the SEC between January 1, 2000 and the date of this Agreement. As of their respective dates, the Concentra SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Concentra SEC Documents, and none of the Concentra SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Concentra or its Subsidiaries has any outstanding and unresolved comments from the SEC with respect to any of the Concentra SEC Documents. The consolidated financial statements of Concentra Operating included in the Concentra SEC Documents complied as to form in all material respects with the 37 published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) the consolidated financial position of Concentra Operating and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Concentra Operating and its consolidated Subsidiaries for the periods presented therein. (j) Liens and Encumbrances. Except as disclosed in Schedule 4.2(j) --------------- of the Concentra Disclosure Schedule, all of the assets of Concentra and each of its Subsidiaries, including leases, are free and clear of all Liens except Permitted Encumbrances. (k) Environmental Matters. Except as expressly disclosed in Schedule 4.2(m) of the Concentra Disclosure Schedule, - --------------- (i) The real property and facilities owned, operated, and leased by Concentra and each of its Subsidiaries and the operations of Concentra and each of its Subsidiaries thereon comply and have at all times complied in all material respects with all Applicable Laws and rules of common law pertaining to the environment, natural resources, and public or employee health and safety, including all Environmental Laws; (ii) No judicial proceedings are pending or, to the Knowledge of Concentra, threatened against Concentra or any of its Subsidiaries alleging the violation of any Environmental Laws, and there are no administrative proceedings pending or, to the Knowledge of Concentra, threatened against Concentra or any of its Subsidiaries, alleging the violation of any Environmental Laws and no notice from any Governmental Entity or any private or public person has been received by Concentra claiming any violation of any Environmental Laws in connection with any real property or facility owned, operated or leased by Concentra or any of its Subsidiaries, or requiring any remediation, clean-up, modification, repairs, work, construction, alterations, or installations on or in connection with any real property or facility owned, operated or leased by Concentra or any of its Subsidiaries that are necessary to comply with any Environmental Laws and that have not been complied with or otherwise resolved to the satisfaction of the party giving notice; (iii) All Permits required to be obtained or filed by Concentra or any of its Subsidiaries under any Environmental Laws in connection with their respective operations, including those activities relating to the generation, use, storage, treatment, disposal, release, or remediation of Hazardous Substances have been duly obtained or filed, and Concentra and each of its Subsidiaries is and has at all times been in full compliance in all material respects with the terms and conditions of all such Permits; (iv) All Hazardous Substances used or generated by Concentra or any of its Subsidiaries or any of their predecessors on, in, or under any of the owned real property or facilities are and have at all times been generated, stored, used, treated, disposed of, and released by such persons or on their behalf in such manner as not to result in any Environmental Costs 38 or Liabilities. To the Knowledge of Concentra, all Hazardous Substances used or generated by Concentra or any of its Subsidiaries or any of their predecessors on, in, or under any of the leased real property or facilities are and have at all times been generated, stored, used, treated, disposed of, and released by such persons or on their behalf in such manner as not to result in any Environmental Costs or Liabilities; (v) There are not now, nor have there been in the past, on, in or under any property or facilities when owned or operated by Concentra or any of its Subsidiaries or when owned or operated by any of their predecessors, any Hazardous Substances that are in a condition or location that violates any Environmental Law or that reasonably could be expected to require remediation under any Environmental Laws or give rise to a claim for damages or compensation by any affected person or to any Environmental Costs or Liabilities. To the Knowledge of Concentra, there are not now, nor have there been in the past, on, in or under any property or facilities when leased by Concentra or any of its Subsidiaries or when leased by any of their predecessors, any Hazardous Substances that are in a condition or location that violates any Environmental Law or that reasonably could be expected to require remediation under any Environmental Laws or give rise to a claim for damages or compensation by any affected person or to any Environmental Costs or Liabilities; and (vi) Concentra has not received, and to the Knowledge of Concentra, does not expect to receive, any notification from any source advising Concentra that: (A) it or any of its Subsidiaries is a potentially responsible party under CERCLA or any other Environmental Laws; (B) any real property or facility currently or previously owned, operated, or leased by it or any of its Subsidiaries is identified or proposed for listing as a federal NPL (or state-equivalent) site or a CERCLIS list (or state-equivalent) site; and (C) any facility to which it or any of its Subsidiaries has ever transported or otherwise arranged for the disposal of Hazardous Substances is identified or proposed for listing as an NPL (or state-equivalent) site or CERCLIS (or state-equivalent) site. (l) Taxes. (i) All material Tax Returns required to be filed by or with respect to Concentra, each of its Subsidiaries, and any affiliated, consolidated, combined, unitary or similar group of which Concentra or any of its Subsidiaries is or was a member, have been duly and timely filed (taking into account all valid extensions of filing dates), and all such Tax Returns are true, correct and complete in all material respects. Concentra, each of its Subsidiaries, and any affiliated, consolidated, combined, unitary or similar group of which Concentra or any of its Subsidiaries is or was a member, has duly and timely paid (or there has been paid on its behalf) all material Taxes that are due, except for Taxes being contested in good faith by appropriate proceedings and for which adequate reserves have been established in Concentra's unaudited financial statements for the quarter ended September 30, 2001, in accordance with GAAP. With respect to any period for which Taxes are not yet due with respect to Concentra, any Subsidiary, and any affiliated, consolidated, combined, unitary or similar group of which Concentra or any of its Subsidiaries is or was a member, Concentra and each of its Subsidiaries has made due and sufficient current accruals for such Taxes in accordance with GAAP in its most recent financial statements. Concentra and each of its Subsidiaries has withheld and paid all material Taxes 39 required by all applicable laws to be withheld or paid in connection with any amounts paid or owing to any employee, creditor, independent contractor, stockholder or other third party. (ii) There are no outstanding agreements, waivers, or arrangements extending the statutory period of limitation applicable to any claim for, or the period for the collection or assessment of, material Taxes due from or with respect to Concentra, any of its Subsidiaries, or any affiliated, consolidated, combined, unitary or similar group of which Concentra or any of its Subsidiaries is or was a member, for any taxable period. No audit or other proceeding by any court, governmental or regulatory authority, or similar person is pending in regard to any material Taxes due from or with respect to Concentra or any of its Subsidiaries or any affiliated, consolidated, combined, unitary or similar group of which Concentra or any of its Subsidiaries is or was a member, other than normal and routine audits by nonfederal governmental authorities. All material deficiencies of Taxes assessed by any applicable taxing authority have been paid, fully settled or adequately provided for in the financial statements. Neither Concentra nor any Subsidiary of Concentra has received written notice that any assessment of material Taxes is proposed against Concentra or any of its Subsidiaries or any of their assets. (iii) No consent to the application of Section 341(f)(2) of the Code (or any predecessor provision) has been made or filed by or with respect to Concentra or any of its Subsidiaries or any of their assets. None of Concentra or any of its Subsidiaries has agreed to make any material adjustment pursuant to Section 481(a) of the Code (or any predecessor provision) by reason of any change in any accounting method, and there is no application pending with any taxing authority requesting permission for any changes in any accounting method of Concentra or any of its Subsidiaries which, in each respective case, will or would reasonably cause Concentra or any of its Subsidiaries to include any material adjustment in taxable income for any taxable period (or portion thereof) ending after the Closing Date. (iv) Neither Concentra nor any of its Subsidiaries is a party to, is bound by, or has any obligation under, any Tax sharing agreement, Tax allocation agreement or similar contract, agreement or arrangement. (v) Neither Concentra nor any of its Subsidiaries has executed or entered into with the IRS, or any taxing authority, a closing agreement pursuant to Section 7121 of the Code or any similar provision of state, local, foreign or other income tax law, which will require any increase in taxable income or alternative minimum taxable income, or any reduction in tax credits for, Concentra or any of its Subsidiaries for any taxable period ending after the Closing Date. (vi) There are no requests for rulings from any taxing authority for information with respect to Taxes of Concentra or any of its Subsidiaries and, to the knowledge of Concentra, no material reassessments (for property or ad valorem Tax purposes) of any assets or any property owned or leased by Concentra or any of its Subsidiaries have been proposed in written form. (vii) None of the property of Concentra or any subsidiary is subject to a safe-harbor lease (pursuant to Section 168(f)(8) of the Internal Revenue Code of 1954 as in 40 effect after the Economic Recovery Tax Act of 1981 and before the Tax Reform Act of 1986) or is "tax-exempt use property" (within the meaning of Section 168(h) of the Code) or "tax-exempt bond financed property" (within the meaning of Section 186(g)(5) of the Code). (viii) There are no excess loss accounts or deferred intercompany transactions between (A) Concentra and any of its Subsidiaries or (B) any Subsidiaries of Concentra, within the meaning of Treas. Reg.ss.ss. 1.1502-19 or 1.1502-13, respectively. (m) Certain Agreements. Set forth in Schedule 4.2(m) of the --------------- the Concentra Disclosure Schedule is a list of each contract, lease, indenture, agreement, arrangement or understanding to which Concentra or any of its Subsidiaries is subject that is of a type that would be required to be included as an exhibit to a Form S-1 Registration Statement pursuant to the rules and regulations of the SEC if such a registration was filed by Concentra or is otherwise, in the judgment of Concentra, deemed material to the business of Concentra and its Subsidiaries, taken as a whole (the "Concentra Material ------------------ Contracts"). Each Concentra Material Contract is a valid and binding obligation - --------- of Concentra or its Subsidiaries and is in full force and effect without amendment. Concentra and each of its Subsidiaries and, to the Knowledge of Concentra, each other party to such Concentra Material Contracts, has performed in all material respects the obligations required to be performed by it under such Concentra Material Contracts and is not (with or without lapse of time or the giving of notice, or both) in breach or default thereunder. A complete copy of each written Concentra Material Contract has been provided to the Company prior to the date of this Agreement. (n) ERISA Compliance; Labor. (i) Neither Concentra nor any of its Subsidiaries or any other trades or businesses under common control within the meaning of Section 4001(b)(1) of ERISA with Concentra or any of its Subsidiaries (collectively, the Concentra ERISA Group") has within the six years prior to the Closing Date - --------------------- maintained or contributed to any Employee Pension Benefit Plan that has been subject to Title IV of ERISA. Each Concentra Employee Benefit Plan has been administered in compliance with its terms, the applicable provisions of ERISA, the Code and all other Applicable Laws. In connection with the Merger, no payments have or will be made which would, in the aggregate, result in the imposition of the sanctions imposed under Sections 280G and 4999 of the Code. Except as set forth on Schedule 4.2(n) of the Concentra Disclosure Schedule, --------------- there are no Concentra Employee Benefit Plans. (ii) True, correct, and complete copies of each of the Concentra Employee Benefit Plans, and related trusts, if applicable, have been furnished to the Company, along with the most recent report filed on Form 5500 and summary plan description with respect to each Concentra Employee Benefit Plan required to file Form 5500. Each Concentra Employee Benefit Plan intended to be qualified under Section 401 of the Code has received a favorable determination letter from the IRS regarding its qualified status or the remedial amendment period for submitting a determination letter request is open. There are no actions, suits, or claims pending (other than routine claims for benefits) or, to the Knowledge of Concentra, threatened against, or with respect to any of the Concentra Employee Benefit Plans. To the Knowledge of Concentra, there is no matter pending with respect to any of the Concentra Employee Benefit Plans before the IRS or the Department of Labor. Except as required by 41 Applicable Law, none of the Concentra Employee Benefit Plans provides medical insurance coverage following retirement. Each Concentra Employee Benefit Plan which is an "employee welfare benefit plan," as defined in Section 3(1) of ERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued prior to such amendment or termination. (iii) Neither Concentra nor any of its Subsidiaries is a party to any collective bargaining agreement. Neither Concentra nor any of its Subsidiaries has agreed to recognize any union or other collective bargaining representative, nor has any union or other collective bargaining representative been certified as the exclusive bargaining representative of any of its employees. Each of Concentra and its Subsidiaries (A) is, and has always been since January 1, 1999, in substantial compliance with all Applicable Laws regarding labor, employment and employment practices, terms and conditions of employment, equal employment opportunity, employee benefits, affirmative action, wages and hours, plant closing and mass layoff, occupational safety and health, immigration, and workers' compensation, (B) is not engaged, nor has it since January 1, 1999, engaged, in any unfair labor practices, and has no, and has not had since January 1, 1999, any, unfair labor practice charges or complaints before the National Labor Relations Board pending or, to the Knowledge of Concentra, threatened against it, (C) has no, and has not had since January 1, 1999, any grievances, arbitrations, or other proceedings arising or asserted to arise under any collective bargaining agreement, pending or, to the Knowledge of Concentra, threatened against it and (D) has no, and has not had since January 1, 1999, any charges, complaints or proceedings before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Entity responsible for regulating employment practices, pending or, to Concentra's Knowledge, threatened against it. There is no labor strike, slowdown, work stoppage or lockout pending or, to the Knowledge of Concentra, threatened against or affecting Concentra or any of its Subsidiaries, and none of Concentra or its Subsidiaries has experienced any labor strike, slowdown, work stoppage or lockout since January 1, 1999. To the Knowledge of Concentra, no union organizational campaign or representation petition is currently pending with respect to any of the employees of Concentra or any of its Subsidiaries. (o) Intellectual Property. (i) Each of Concentra and its Subsidiaries owns or has a right to use all intellectual property currently used by it in connection with, and material to, the operation of its businesses, including, without limitation, each Trademark, trade name, domain name, patent, service mark, brand mark, brand name, database, industrial design, trade secret, technology, software, Know-how, customer list and copyright, including any registrations thereof and pending applications therefor, and each license or other contract relating thereto that is material to the conduct of the business of Concentra and its Subsidiaries, taken as a whole (collectively, the "Concentra Intellectual Property"), free and ------------------------------- clear of any and all Liens, other than Permitted Encumbrances, except where the failure to own or have a right to use such property or such Lien, would not have a Concentra Material Adverse Effect. The use of the Concentra Intellectual Property by Concentra or its Subsidiaries does not conflict in any material respect with, infringe upon, violate or interfere with or constitute an appropriation of any Intangible Rights of any other person, and Concentra does not have Knowledge of any claims thereof. The use of the 42 Concentra Intellectual Property will not be adversely affected by the Merger, except where such adverse effect would not have a Concentra Material Adverse Effect. (ii) Each of Concentra and its Subsidiaries has taken all reasonable and practicable steps to protect and preserve the confidentiality of all Concentra Intellectual Property for which value is contingent upon maintenance of such confidentiality ("Concentra Confidential IP Information"). ------------------------------------- (p) Affiliate Relationships. Except as discussed on Schedule -------- 4.2(p) of the Concentra Disclosure Schedule or in the Concentra SEC Documents, - ------ there are no contracts or other arrangements involving Concentra or any of its Subsidiaries in which any member, manager, partner, officer, director, or Affiliate of Concentra or any of its Subsidiaries has a financial interest, including indebtedness to Concentra or any of its Subsidiaries. (q) Brokers. No broker, investment banker or other person is entitled to any broker's, finder's or other similar fee or commission in connection with the Merger based upon arrangements made by or on behalf of Concentra. (r) Disclosure. No representation or warranty by Concentra contained in this Agreement or in any certificate furnished pursuant to this Agreement contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading. (s) Shares. The shares of Concentra Common Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, Concentra's certificate of incorporation or bylaws or any agreement to which Concentra is a party or is bound. (t) Tax Treatment. To its Knowledge, after consulting with its Tax counsel, neither Concentra nor any of its affiliates has taken or agreed to take any action that could reasonably be expected to prevent the Merger from constituting a transaction qualifying as a reorganization under section 368(a) of the Code. ARTICLE V --------- CONDUCT OF BUSINESS PENDING THE MERGER -------------------------------------- 5.1 Conduct of Business by the Company Pending the Merger. From the ------------------------------------------------------------ date hereof until the Effective Time, unless Concentra shall otherwise agree in writing, or except as set forth in the Company Disclosure Schedule or as otherwise contemplated by this Agreement, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business only in the usual and ordinary course as previously conducted, including, without limitation, policies and practices relating to the collection of accounts receivable and the payment of trade accounts payable, bonuses, commissions, and other liabilities, (ii) maintain its assets in as good working order and condition as at present, ordinary wear and tear excepted, (iii) timely perform all contractual obligations to which it is subject, (iv) keep in full force and effect its policies of insurance, and (iv) maintain and preserve its business organization intact, retain its and its 43 affiliates' employees, and maintain its relationships with employees, suppliers, patients, payors, and others having significant business relations with the Company and/or a Subsidiary. Except as set forth in the Company Disclosure Schedule or as otherwise contemplated by or provided in this Agreement, and without limiting the generality of the foregoing, from the date hereof until the Effective Time, without the written consent of Concentra, which consent shall not be unreasonably withheld: (a) Neither the Company nor its Subsidiaries will adopt or propose any change to its certificate of incorporation or bylaws (or similar organizational documents); (b) The Company will not, and will not permit any of its Subsidiaries to, (i) declare, set aside or pay any dividend or other distribution with respect to any shares of capital stock of the Company or its Subsidiaries, (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (iii) repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its Subsidiaries, other than intercompany acquisitions of stock, other than the payment of regular dividends on the Class C Common Stock in accordance with its terms; (c) The Company will not, and will not permit any of its Subsidiaries to, merge or consolidate with any other person or acquire assets having an individual purchase price of more than $100,000 or aggregate purchase prices of more than $250,000 or enter a new line of business or commence business operations outside of its existing area of operations; (d) The Company will not, and will not permit any of its Subsidiaries to, sell, lease, license or otherwise surrender, relinquish or dispose of any assets or properties (other than among the Company and its direct and indirect wholly-owned Subsidiaries) with an individual fair market value exceeding $100,000 or an aggregate fair market value exceeding $250,000; (e) The Company will not settle or compromise any material Audit, make or change any material Tax election or file any materially amended Tax Return; (f) The Company will not issue any securities, or enter into any amendment of any term of any outstanding security of the Company or of any of its Subsidiaries; (g) The Company will not, and will not permit any of its Subsidiaries to, enter into any settlement or consent with respect to any pending litigation other than settlements in the ordinary course of business that do not exceed $100,000; (h) Neither the Company nor any of its Subsidiaries shall incur, assume, guarantee or prepay any indebtedness for borrowed money, other than (i) under the Company's existing credit facility in the ordinary course of business or (ii) intercompany indebtedness between the Company and any of its wholly-owned Subsidiaries or between such wholly-owned Subsidiaries; (i) The Company will not change any method of accounting or accounting practice by the Company or any of its Subsidiaries, except for any such change required by Applicable Law or GAAP; 44 (j) The Company will not make any reductions in its workforce that would constitute a "plant closing" or "mass layoff" under WARN, applicable regulations or any similar state law or regulation; (k) The Company will not, and will not permit any of its Subsidiaries to, (i) take, or agree or commit to take, any action that would make any representation and warranty of the Company hereunder inaccurate in any material respect at, or as of any time prior to, the Effective Time or (ii) omit, or agree or commit to omit, to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (l) Neither the Company nor any of its Subsidiaries shall (i) adopt, amend (other than amendments that reduce the amounts payable by the Company or any Subsidiary, or amendments required by law to preserve the qualified status of a Company Employee Benefit Plan) or assume an obligation or contribute to any employee benefit plan or arrangement of any type or collective bargaining agreement or enter into any employment, severance or similar contract with any person (including, without limitation, contracts with management of the Company or any Subsidiaries that might require that payments be made upon the consummation of the transactions contemplated hereby) or amend any such existing contracts to increase any amounts payable thereunder or benefits provided thereunder, (ii) engage in any transaction (either acting alone or in conjunction with any Company Employee Benefit Plan or trust created thereunder) in connection with which the Company or any Subsidiary could be subjected (directly or indirectly) to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code, (iii) terminate any Company Employee Benefit Plan in a manner, or take any other action with respect to any Company Employee Benefit Plan, that could result in the liability of the Company or any Subsidiary to any person, (iv) take any action that could adversely affect the qualification of any Company Employee Benefit Plan or its compliance with the applicable requirements of ERISA, (v) fail to make full payment when due of all amounts which, under the provisions of any Company Employee Benefit Plan, any agreement relating thereto or Applicable Law, the Company or any Subsidiary are required to pay as contributions thereto, (vi) fail to file, on a timely basis, all reports and forms required by federal regulations with respect to any Company Employee Benefit Plan or (vii) increase the compensation, bonus or benefits payable to any employee or former employee (except normal annual salary increases implemented in the ordinary course of business in accordance with past practices); (m) The Company will not accelerate, amend or change the period of exercisability of options, restricted stock or other awards granted under any employee stock plan, including the Deferred Share Plan, or make any election under any of its stock plans to pay cash in exchange for terminating awards under such plans; (n) Neither the Company nor any of its Subsidiaries shall modify or terminate any of the Company Material Contracts or waive or relinquish any right thereunder, other than modifications not adverse to the Company and its Subsidiaries; (o) Neither the Company nor any of its Subsidiaries shall adopt a plan of complete or partial liquidation, dissolution, or reorganization; 45 (p) Neither the Company nor any of its Subsidiaries shall enter into any contract, agreement, arrangement or understanding that materially limits or otherwise materially restricts Concentra or any of its Subsidiaries or any successor thereto, or that would, after the Effective Time, limit or restrict the Surviving Corporation and its Affiliates or any successor thereto, from engaging in or competing in any line of business or in any geographic area; and (q) The Company will not, and will not permit any of its Subsidiaries to, agree or commit to do any of the foregoing. 5.2 Conduct of Business by Concentra Pending the Merger. Except as set ---------------------------------------------------------- forth in the Concentra Disclosure Schedule or as otherwise permitted under this Agreement from the date hereof until the Effective Time, without the written consent of the Company (which consent shall not be unreasonably withheld): (a) Concentra will not (i) declare, set aside or pay any dividend or other distribution with respect to any shares of capital stock of Concentra, (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (iii) repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other securities of, or other ownership interests in, Concentra, other than intercompany acquisitions of stock; (b) Concentra will not (i) take, or agree or commit to take, any action that would make any representation and warranty of Concentra or Mergeco hereunder inaccurate in any material respect at, or as of any time prior to, the Effective Time or (ii) omit, or agree or commit to omit, to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (c) Concentra shall not adopt a plan of complete or partial liquidation, dissolution or reorganization; and (d) Concentra shall not agree or commit to do any of the foregoing. 5.3 Conduct of Business of Mergeco. From the date hereof to the ------------------------------------- Effective Time, Mergeco shall not engage in any activities of any nature except as provided in or contemplated by this Agreement. ARTICLE VI ---------- ADDITIONAL AGREEMENTS --------------------- 6.1 Access and Information. The parties shall, upon reasonable notice, ----------------------------- each afford to the other and to the other's financial advisors, legal counsel, accountants, consultants, financing sources, and other authorized representatives reasonable access during normal business hours throughout the period prior to the Effective Time to all of its books (including accounts receivable, financial statements, projections and related information), records, properties, contracts, leases, plants and personnel and, during such period, each shall furnish promptly to the other (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (ii) all financial and operating data and 46 other information as such other party reasonably may request, provided that no investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Each party and its representatives shall conduct such access, investigations and contacts in such a manner so as not to interfere in any significant respect with the normal conduct of the other party's business. Each party shall hold in confidence all nonpublic information until such time as such information is otherwise publicly available and, if this Agreement is terminated, each party will deliver to the other all documents, work papers and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof. Notwithstanding the foregoing, the Confidentiality Agreement dated December 5, 2000 between Concentra and the Company (the "Confidentiality Agreement") shall ------------------------- survive the execution and delivery of this Agreement. 6.2 No Solicitation of Transactions. From the date hereof until -------------------------------------- November 30, 2001, without the prior written consent of Concentra, neither the Company nor any of its Subsidiaries shall, directly or indirectly, through any officer, director, stockholder, employee, agent, financial advisor, banker, Affiliate or other representative, solicit, contact, respond to, negotiate with, initiate or hold discussions with, or encourage the submission of offers from, any person (other than Concentra) regarding, or enter into any agreement or arrangement relating to, an Alternative Transaction or participate in any negotiations regarding, or, except as required by legal process, furnish to any other person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate, or encourage, any effort or attempt by any other person to do or seek an Alternative Transaction (other than an Alternative Transaction with Concentra). The Company shall immediately communicate to Concentra and Mergeco the material terms of any proposal for an Alternative Transaction (and the identity of the party making such proposal) which it may receive and, if such proposal is in writing, the Company shall promptly deliver a copy of such proposal to Concentra and Mergeco. The Company agrees not to release any third party from, or waive any provision of, any confidentiality or standstill agreement to which the Company is a party. The Company immediately shall cease and cause to be terminated all existing discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. 6.2 Assistance. If Concentra requests, the Company will cooperate, and ----------------- will cause its accountants to cooperate, in all reasonable respects with any financing efforts of Concentra or its Affiliates in connection with the Concurrent Transactions (including providing assistance in the preparation of one or more offering documents relating to debt and/or equity financing). The Company (a) shall furnish to its independent accountants (or, if requested by Concentra, to Concentra's independent public accountants), such customary management representation letters as its or Concentra's accountants may reasonably require of the Company as a condition to their execution of any required accountants' consents necessary in connection with the delivery of any "comfort" letters requested by financing sources of Concentra or its Affiliates and (b) shall furnish to Concentra all financial statements (audited and unaudited) and other information in the possession of the Company or its representatives or agents as Concentra shall reasonably determine is necessary or appropriate in connection with such financing. Concentra will indemnify and hold harmless the Company and its officers, directors, and controlling persons against any and all claims, losses, liabilities, damages, costs, or expenses (including reasonable attorneys' fees and expenses) that may arise out of or with respect to the financing efforts by 47 Concentra or its Affiliates, including any offering documents and other filings related thereto; provided, however, that subject to the limitations and -------- ------- provisions of this Agreement, nothing herein shall prevent Concentra from asserting any claim for breach of representation or warranty under this Agreement. 6.4 Further Assurances. Subject to the terms and conditions of this ------------------------- Agreement, each party hereto agrees to use all reasonable efforts to obtain all consents, approvals and waivers of any Governmental Entity or any other person and to do or cause to be done all other things necessary for the consummation of the Merger. The parties agree to take such further action to deliver or cause to be delivered to each other at the Closing and at such other times thereafter as shall be reasonably agreed such additional agreements or instruments as any of them may reasonably request for the purpose of carrying out this Agreement and the Merger. The parties shall afford each other access to all information, documents, records and personnel which or who may be necessary for any party to comply with laws or regulations (including without limitation the filing and payment of Taxes and handling Tax Audits) or to defend itself against suits or claims of others. Concentra and the Company shall duly preserve all files, records or any similar items of Concentra and the Company received or obtained as a result of the Merger with the same care and for the same period of time as it would preserve its own similar assets. 6.5 Expenses. All costs and expenses incurred by the parties hereto in --------------- connection with the consummation of the Merger (including, without limitation, legal, accounting and investment banking fees and expenses) shall be borne solely and entirely by the party that has incurred such expenses; provided that all filing fees paid or payable under the HSR Act shall be paid one-half by each of Concentra and the Company. 6.6 Cooperation. Subject to compliance with Applicable Law, from the ------------------ date hereof until the Effective Time, each of the parties hereto shall confer on a regular and frequent basis with one or more representatives of the other parties to report operational matters of materiality and the general status of ongoing operations and shall promptly provide the other party or its counsel with copies of all filings made by such party with any Governmental Entity in connection with this Agreement and the Merger. 6.7 Publicity. Neither Concentra, the Company nor any of their ---------------- respective Affiliates shall issue or cause the publication of any press release or other announcement with respect to the Merger or this Agreement without the prior written consent of the other party, except that Concentra may make such disclosures as may be required by law and will use reasonable efforts to provide copies of such disclosures to the Company, and give due consideration to such comments as the Company may have, prior to such release. 6.8 Governmental Consents; Filings. Prior to the execution of this ------------------------------------- Agreement, the parties filed with the Federal Trade Commission and the Department of Justice the notifications and other information (if any) required to be filed under the HSR Act with respect to the Merger (the "Applications"). ------------ In addition to the obligations of the Company and Concentra with respect to the Applications, promptly following the execution of this Agreement, the Company and Concentra shall promptly proceed to prepare and file with the appropriate Governmental Entities such additional requests, reports, and notifications as may be required in connection with this Agreement and shall diligently and expeditiously prosecute, and shall cooperate fully with each 48 other in the prosecution of, such matters. Without limiting the foregoing, promptly following the execution of this Agreement, the Company and Concentra shall use their reasonable efforts to (a) cause all applicable waiting periods under the HSR Act to expire or be terminated (b) and make any other required submissions with respect to the transactions contemplated hereby under the Securities Act and the rules and regulations thereunder and any other applicable federal or state securities laws. The failure by the Company or Concentra to use reasonable efforts to timely file or diligently prosecute its portion of any Application shall be a material breach of this Agreement. 6.9 Employee Matters. Except as otherwise provided in the Employment ----------------------- Agreements, nothing contained in this Agreement shall be deemed to give any employee of the Company or any of its Subsidiaries the right to be retained in the employ of the Surviving Corporation, Concentra or any of their Subsidiaries on or after the Closing Date, to retain the same salary, job responsibility or job location, or to interfere with the right of the Surviving Corporation, Concentra or any of their Subsidiaries to terminate any employee at any time. 6.10 Notice of Certain Events Each party to this Agreement shall as ------------------------------- promptly as reasonably practicable notify the other parties hereto of: (1) any notice or other communication from any person alleging that the consent of such person (or other person) is or may be required in connection with the Merger; and (2) any notice or other communication from any Governmental Entity in connection with the Merger. (ii) Concentra shall as promptly as reasonably practicable notify the Company of: (1) any notice of, or other communication relating to, a material default or event that, with notice or lapse of time or both, would become a material default, received by Concentra or any of its Subsidiaries subsequent to the date of this Agreement, under any Concentra Material Contract; (2) any Concentra Material Adverse Effect or the occurrence of any event which is reasonably likely to result in a Concentra Material Adverse Effect; and (3) any actions, suits, claims, investigations or proceedings commenced or, to the Knowledge of Concentra, threatened against, relating to or involving or otherwise affecting Concentra or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.2(g) or 4.2(k) or which relate to the consummation of the Merger. (iii) The Company shall as promptly as reasonably practicable notify Concentra of: (1) any notice of, or other communication relating to, a material default or event that, with notice or lapse of time or both, would become a material 49 default, received by the Company or any of its Subsidiaries subsequent to the date of this Agreement, under any Company Material Contract; (2) any Company Material Adverse Effect or the occurrence of any event which is reasonably likely to result in a Company Material Adverse Effect; and (3) any actions, suits, claims, investigations or proceedings commenced or, to the Knowledge of the Company, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries which, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.1(g) or 4.1(m) or which relate to the consummation of the Merger. 6.11 Assumption of Option Conversion Program. At the Effective Time, -------------------------------------------- Concentra will assume the Option Conversion Program, and the holders of awards under the Option Conversion Program will receive for each share of Company Common Stock issuable under the Option Conversion Program that number of shares of Concentra Common Stock into which each such share of Company Common Stock is convertible in accordance with Section 3.1(b) (an aggregate of 425,000 shares of Concentra Common Stock) on the terms and conditions provided for in the Option Conversion Program. 6.12 Concentra Stock Options. Not later than 60 days after the Effective ----------------------------- Time, Concentra shall present to its Board of Directors all information necessary to enable its Board of Directors to approve the award under the Concentra Managed Care, Inc. 1999 Stock Option and Restricted Stock Purchase Plan of options to purchase an aggregate of 400,000 shares of Concentra Common Stock to employees of the Company, who continue employment with Concentra, the Surviving Corporation or any of its Subsidiaries after the Effective Time (the "Continuing Employees"). Such options shall (i) have an exercise price equal to -------------------- the fair market value of the underlying shares on the date of grant, (ii) vest equally over a five-year period, (iii) otherwise be subject to the provisions of the Concentra Managed Care, Inc. 1999 Stock Option and Restricted Stock Purchase Plan and (iv) be allocated among the Continuing Employees in amounts and upon the terms and conditions as the Board of Directors of Concentra, or any committee thereof, after consultation with the Management Stockholders, shall determine. 6.13 Stockholder Meeting. As promptly as practicable on or after the -------------------------- date hereof, the Company shall take all necessary action under its certificate of incorporation, bylaws and the DGCL to call and hold a special meeting of its stockholders, or to take action by written consent of its stockholders, to approve the Merger and to adopt this Agreement. 6.14 Delivery of Lock-Up Agreements. The Company shall use its ------------------------------------- commercially reasonable efforts to cause each of its stockholders to deliver to the Company a properly completed and duly executed "lock-up" agreement in the form attached hereto as Exhibit A (the "Lock-Up Agreement") as soon as possible --------- after the date hereof. 6.15 Prior Service. Concentra will (i) waive all limitations as to -------------------- preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the individuals who at the Effective Time were employed by the Company or its 50 Subsidiaries and who continue to be employed by Concentra or its Subsidiaries after the Effective Time (the "Company Employees"), under any welfare plan of ----------------- Concentra or any of its Subsidiaries in which such employees may be eligible to participate after the Effective Time; provided, however, that such exclusion -------- ------- limitation shall not enable any Company Employee to be covered for items not covered under any welfare plan maintained by Concentra or any of its Subsidiaries, (ii) provide each Company Employee with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans of Concentra or any of its Subsidiaries in which such Company Employee is eligible to participate after the Effective Time to the extent such deductible or out-of-pocket requirements were incurred in the calendar year or plan year in which such Company Employees become eligible to participate in the welfare plans maintained by Concentra or any of its Subsidiaries, and (iii) provide each Company Employee with credit for all service with the Company and its Subsidiaries under each Concentra Employee Benefit Plan in which such Company Employee is eligible to participate after the Effective Time for vesting and eligibility purposes but not for benefit or contribution calculation purposes; provided, however, that in no event shall the Company Employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. 6.16 Financing. Concentra shall use its commercially reasonable efforts ---------------- to enter into definitive agreements providing for the Concurrent Transactions, and to obtain the financing contemplated by the Concurrent Transactions, prior to or concurrently with the Effective Time. 6.17 Directors' and Officers' Indemnification and Insurance. ------------------------------------------------------------- (a) From and until the sixth anniversary of the Effective Time, and for as long thereafter as any claim for indemnification under this Section asserted on or prior to such date has been fully adjudicated, Concentra shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the "Indemnified ----------- Parties") against all losses, claims, damages, costs and expenses (including - ------- reasonable attorneys' fees), liabilities, judgments and settlement amounts that are paid or incurred in connection with any claim, action, suit, proceeding or investigation (whether civil, criminal, administrative or investigative and whether asserted or claimed prior to or after the Effective Time) brought by a third party that is based on, or arises out of, the fact that such Indemnified Party is or was a director or officer of the Company or any of its Subsidiaries and relates to or arises out of any action or omission in such capacity occurring at or prior to the Effective Time ("Indemnified Liabilities"), to the ----------------------- full extent permitted under Delaware law, the Surviving Entity's certificate of incorporation or bylaws; provided, however, that the Company shall obtain the -------- ------- prior written consent of Concentra, which shall not be unreasonably withheld, before entering into or making any settlement, compromise, admission or acknowledgment of the validity of any claim, and the failure by the Company to act in accordance with the foregoing shall relieve Concentra of any liability thereto; and provided, further, that Concentra shall not consent to the entry of -------- ------- any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such action; and provided, further, that Concentra shall not be liable for any Indemnified Liabilities which occur as a result of the gross negligence or willful misconduct of any Indemnified Party. Without limiting the foregoing, in the event that any such claim, action, 51 suit, proceeding or investigation is brought against any Indemnified Party, (x) Concentra will pay the expenses of an Indemnified Party in advance of the final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified Party to the full extent permitted by Applicable Law; provided that -------- any Indemnified Party to whom expenses are advanced provides any undertaking required by Applicable Law to repay such advance if it is ultimately determined that the Indemnified Party is not entitled to indemnification; (y) Concentra shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties (subject to the final sentence of this paragraph) promptly as statements therefor are received; and (z) Concentra and the Indemnified Party shall use reasonable efforts to assist in the defense of any such matter. Any Indemnified Party wishing to claim indemnification under this paragraph, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Concentra in writing, but the failure so to notify Concentra shall not relieve Concentra from any liability which it may have under this paragraph except to the extent such failure materially and adversely prejudices Concentra. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties, in which case the Indemnified Parties may retain more than one law firm. (b) Except to the extent required by law, until the sixth anniversary of the Effective Time, Concentra will not take any action so as to amend, modify or repeal the provisions for indemnification of directors, officers or employees contained in the certificate of incorporation or bylaws of the Surviving Corporation in such a manner as would adversely affect the rights of any Indemnified Parties under this Section 6.17. (c) Concentra shall obtain and maintain in effect at the Effective Time and continuing until the sixth anniversary thereof "run-off" directors and officers liability insurance with a coverage amount and other terms and conditions no less favorable in the aggregate to the Indemnified Parties than under the Company's current directors and officers liability insurance policy covering the directors and officers of the Company with respect to their service as such prior to the Effective Time; provided, however, that in no event shall Concentra be required to pay a premium for such insurance in excess of $60,000, but if the premium required to obtain such coverage would exceed $60,000, Concentra shall purchase as much coverage as possible for $60,000. (d) The provisions of this Section 6.17 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and legal representatives, and shall be in addition to any other rights an Indemnified Party may have under the certificate of incorporation or bylaws of the Surviving Corporation, under the DGCL or otherwise. 52 ARTICLE VII ----------- CONDITIONS PRECEDENT -------------------- 7.1 Conditions to Each Party's Obligation. The respective obligations -------------------------------------------- of the parties hereto to effect the Merger are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) Consents and Approvals. All authorizations, consents, orders, or approvals of, or declarations or filings with, or expirations of waiting periods imposed by, any Governmental Entity necessary for the consummation of the Merger shall have been filed, occurred or been obtained. (b) No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction, or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect. (c) No Action. No action shall have been taken nor any statute, rule, or regulation shall have been enacted by any Governmental Entity that makes the consummation of the Merger hereby illegal. (d) HSR Act. The applicable waiting period under the HSR Act shall have expired or terminated. (e) Stockholder Approvals. The Merger shall have been approved, and this Agreement adopted, by the requisite affirmative vote of the stockholders of the Company in accordance with the Company's certificate of incorporation and the DGCL (the "Stockholder Approval"). 7.2 Conditions to Obligations of Concentra and Mergeco. The obligations --------------------------------------------------------- of Concentra and Mergeco to effect the Merger are subject to the satisfaction of the following conditions unless waived, in whole or in part, by Concentra: (a) Representations and Warranties. The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (provided that any representation or warranty of the Company contained herein that is qualified by a materiality standard or a Company Material Adverse Effect qualification shall not be further qualified hereby) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent that such representations and warranties speak as of an earlier date), and Mergeco shall have received a certificate to such effect signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company. (b) Performance of Obligations. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement prior to the Closing Date, and Mergeco shall have received a certificate to such effect signed on behalf of the Company by the chief executive officer and the chief financial officer of the Company. 53 (c) Consents Under Agreements. Concentra shall have been furnished with evidence reasonably satisfactory to it of the consent or approval of each person that is a party to a Company Material Contract whose consent or approval shall be required in order to permit the consummation of the Merger and such consent or approval shall be in form and substance reasonably satisfactory to Concentra. (d) Closing Deliveries. All documents, instruments, certificates or other items required to be delivered by the Company pursuant to Section 8.2 shall have been delivered. (e) Concurrent Transactions; Consent of Senior Lenders. On or prior to the Closing Date, each of the Concurrent Transactions shall have been consummated and Concentra shall have received the approval of its senior lenders to the transactions contemplated by the Transaction Documents. (f) Maximum Amount of Cash Paid to Company Stockholders. The aggregate cash payment to holders of Company Stock in connection with the Merger shall not exceed $3,000,000. (g) Dissenter's Rights. The aggregate number of shares of Company Stock the holders of which are entitled to vote on approval of this Agreement and the Merger and which are held of record by persons who exercise their appraisal right under the DGCL to dissent from the Merger shall not exceed five percent of the total number of issued and outstanding shares of Company Stock held of record on the date hereof. (h) Lock-Up Agreements. Stockholders owning those numbers and classes of the total issued and outstanding Company Stock that will be converted into at least 2,588,760 shares of Concentra Common Stock pursuant to Section 3.1 shall have agreed to a "lock-up" of their shares of Concentra Common Stock to be received in the Merger as set forth in the applicable provisions of the Consent Form. (i) Employment Agreements. Concentra shall have received from each of the Management Stockholders an employment agreement entered into by each Management Stockholder and Concentra or its Subsidiaries, in a form mutually acceptable to the parties thereto. (j) Noncompetition Agreements. Concentra shall have received from each of the Management Stockholders a noncompetition agreement entered into by each Management Stockholder and Concentra or its Subsidiaries, in a form mutually acceptable to the parties thereto. (k) Non-Accredited Investors. Concentra shall be reasonably satisfied that the Company stockholders who will receive shares of Concentra Common Stock in the Merger do not include more than 35 Non-Accredited Investors. (l) Opinion of Legal Counsel. Concentra shall have received from Milbank, Tweed, Hadley & McCloy LLP, counsel for the Company, an opinion dated as of the Closing Date, substantially in the form attached hereto as Exhibit B. --------- 54 7.3 Conditions to Obligations of the Company. The obligation of the ----------------------------------------------- Company to effect the Merger is subject to the satisfaction of the following conditions unless waived, in whole or in part, by the Company: (a) Representations and Warranties. The representations and warranties of Concentra and Mergeco set forth in this Agreement shall be true and correct in all material respects (provided that any representation or warranty of Concentra and Mergeco contained herein that is qualified by a materiality standard or a Concentra Material Adverse Effect qualification shall not be further qualified hereby) as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent that such representations and warranties speak as of an earlier date), and the Company shall have received a certificate to such effect signed on behalf of Concentra and Mergeco by the chief executive officer and the chief financial officer each of Concentra and Mergeco. (b) Performance of Obligations of Mergeco and Concentra. Mergeco and Concentra each shall have performed in all material respects the obligations required to be performed by them under this Agreement prior to the Closing Date, and the Company shall have received a certificate to such effect signed on behalf of Concentra and Mergeco by the chief executive officer and the chief financial officer of each of Concentra and Mergeco. (c) Concentra Material Adverse Effect. Since the Balance Sheet Date, no act, event, change, circumstance or fact shall have occurred or exist that has had, or reasonably could be expected to result in, a Concentra Material Adverse Effect. (d) Closing Deliveries. All documents and instruments required to be delivered by Concentra or Mergeco pursuant to Section 8.2 shall have been delivered. (e) Opinion of Legal Counsel. The Company shall have received from Richard A. Parr II, Concentra's general counsel, an opinion dated as of the Closing Date, substantially in the form attached hereto as Exhibit C. --------- ARTICLE VIII ------------ CLOSING ------- 8.1 Closing. Subject to the satisfaction or waiver of the conditions -------------- set forth in Article VII, the Closing will take place at the executive offices of Concentra in Dallas, Texas, at 10:00 a.m., local time (or at such other place and time as Concentra and the Company may agree), on the first business day (the "Closing Date") on which all of the conditions set forth in Article VII hereof ------------ are satisfied or waived, or at such other date and time as Concentra and the Company shall otherwise agree. 8.2 Actions to Occur at Closing. ---------------------------------- (a) At the Closing, Concentra or Mergeco shall deliver to the Company (or to the Exchange Agent, as indicated) the following: 55 (i) Merger Consideration. Certificates for shares of --------------------- Concentra Common Stock and a sufficient amount of cash for issuance in payment of the Merger Consideration to the Exchange Agent; (ii) Certificates. The certificates referred to in ------------ Sections 7.3(a) and (b); (iii) Legal Opinion. The opinion referred to in Section ------------- 7.3(e); and (iv) Stockholders Agreement. The Stockholders Agreement ----------------------- dated the Closing Date, among Concentra and the Company's stockholders who will receive shares of Concentra Common Stock in the Merger, duly executed by Concentra. (b) At the Closing, the Company shall deliver to Concentra the following: (i) Certificates. The certificates described in Sections ------------ 7.2(a) and (b); (ii) Consents; Acknowledgments. The original of each ------------------------- Consent; (iii) Lock-Up Agreement. Each Lock-Up Agreement executed by ------------------ holders of Company Stock; (iv) Election Forms. Each Common/Class A-B-E Election or -------------- Class C Election Form executed by a Electing Holder or a Remaining Class C Holder, as applicable; (v) Legal Opinion. The opinion referred to in Section ------------- 7.2(i); (vi) Option Conversion Program Elections. An executed ----------------------------------- agreement from each Company option holder electing to convert such holder's options into awards under the Option Conversion Program; (vii) Corporate Records. All minute books, stock ledgers ------------------ and other corporate records maintained by the Company and each of its Subsidiaries; (viii) Stockholder Schedule. A schedule listing the name of -------------------- each holder of Company Stock, the number of shares of each class of Company Stock held by such holder and the number of shares of Concentra Common Stock into which such holder's shares of each class of Company Stock are convertible pursuant to Section 3.1; and (x) Warrant Cancellation. This letter agreement referred -------------------- to in Section 3.1(e) executed by the Company and First Union Corporation. (c) On the Closing Date, Concentra shall pay, or cause to be paid, the NHR Indebtedness and all accrued and unpaid interest thereon; provided, however, that Concentra, at its option, may elect to pay or assume (i) - -------- ------- any or all Capital Lease Obligations and (ii) the obligations of the Company and its Subsidiaries arising under the Hedge Agreement. On the Closing Date, Concentra shall assume the Company's obligations under the First Union Letters of Credit and shall deliver replacement letters of credit for those obligations to Milbank, Tweed, 56 Hadley & McCloy at the Closing for subsequent delivery to The CIT Group, Inc. and Woodbridge Officer Tower LLC. ARTICLE IX ---------- TERMINATION AND AMENDMENT ------------------------- 9.1 Termination. This Agreement may be terminated and the Merger may be ------------------ abandoned at any time prior to the Effective Time, whether before or after approval of the matters presented in connection with the Merger by the stockholders of the Company entitled to vote thereon: (a) by mutual written consent of the Company and Concentra, or by mutual action of their respective Boards of Directors, as applicable; (b) by the Company: (i) if (A) any Governmental Entity shall have issued any order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger, and such order, decree or ruling or other action shall have become final and nonappealable; or (B) the Stockholder Approval shall not have been obtained on or prior to November 30, 2001; (ii) if the Merger shall not have been consummated by November 30, 2001 (the "Termination Date"); provided, however, that the right to ---------------- -------- ------- terminate this Agreement under this Section 9.1(b)(ii) shall not be available to the Company if its breach of any representation or warranty or failure to fulfill any covenant or agreement under this Agreement has been the cause of or resulted in the failure of the Merger to occur on or before such date; or (iii) in the event, at any time on and after the date hereof up to and immediately prior to the Effective Time, of a breach by Concentra or Mergeco of any representation, warranty, covenant or other agreement contained in this Agreement which (A) if such breach were to have occurred on the scheduled Closing Date, would give rise to the failure of a condition set forth in Section 7.3(a) or (b) and (B) cannot be cured or, if curable, has not been cured within 15 days after the giving of written notice to Concentra of such breach (a "Concentra Material Breach"); provided; however, ------------------------- -------- ------- that in no event shall such 15-day period extend beyond the Termination Date; and provided, further, that the Company is not then in a Company Material -------- ------- Breach; and (iv) if, at any time on and after the date hereof up to and immediately prior to the Effective Time, there shall have occurred a Concentra Material Adverse Effect; provided that the Company must provide Concentra with five days' written notice of a termination under this Section 9.1(b)(iv) before such termination is effective and provided, further, that in no event shall such five-day period extend beyond the Termination Date. (c) by Concentra: 57 (i) if (A) any Governmental Entity shall have issued any order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger, and such order, decree or ruling or other action shall have become final and nonappealable; or (B) the Stockholder Approval shall not have been obtained on or prior to November 30, 2001; (ii) if the Merger shall not have been consummated by November 30, 2001; provided, however, that the right to terminate this Agreement -------- ------- under this Section 9.1(c)(ii) shall not be available to Concentra if its breach of any representation or warranty or failure to fulfill any covenant or agreement under this Agreement has been the cause of or resulted in the failure of the Merger to occur on or before such date; (iii) in the event, at any time on and after the date hereof up to and immediately prior to the Effective Time, of a breach by the Company of any representation, warranty, covenant or other agreement contained in this Agreement which (A) if such breach were to have occurred on the scheduled Closing Date, would give rise to the failure of a condition set forth in Section 7.2(a) or (b) and (B) cannot be cured, or if curable, has not been cured within 15 days after the giving of written notice to the Company of such breach (a "Company Material Breach"); provided, however, that in no event shall ----------------------- -------- ------- such 15-day period extend beyond the Termination Date; and provided, further, -------- ------- that neither Concentra nor Mergeco is then in a Concentra Material Breach; (iv) if, at any time on and after the date hereof up to and immediately prior to the Effective Time, there shall have occurred a Company Material Adverse Effect; provided that Concentra must provide the Company with five days' written notice of a termination under this Section 9.1(c)(iv) before such termination is effective; and provided, further, that in no event shall such five-day period extend beyond the Termination Date; (v) if the Concurrent Transactions shall not have been consummated and Concentra shall not have received the approval of its senior lenders to the transactions contemplated in the Transaction Documents, in each case prior to November 30, 2001 and, in either case, Concentra has not breached its obligations under Section 6.16; and (vi) for any reason other than those covered by clauses (i) through (v) above. 9.2 Effect of Termination; Break-Up Fee. ------------------------------------------ (a) In the event that Concentra or the Company terminates this Agreement as provided in Section 9.1(a), 9.1(b) or 9.1(c), this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Concentra, Mergeco or the Company, other than pursuant to the last two sentences in Section 6.1 and other than pursuant to Sections 6.5 and 9.2(b); provided, however, that, subject in all respects to the remaining sentences of - -------- ------- this Section 9.2(a), nothing herein will relieve any party hereto from liability for any willful breach of any of its representations, warranties, covenants or agreements contained in this Agreement. If such termination follows any such willful breach by a party hereto, then, subject in all respects to the remaining sentences of this Section 9.2(a), the breaching party shall be fully 58 liable for such willful breach notwithstanding the termination of this Agreement. The Company acknowledges and agrees that Concentra shall not be required to pay the Break-Up Fee or any damages if this Agreement is terminated by Concentra, pursuant to Section 9.1(c)(i) through (c)(v). In the event a termination results in Concentra being obligated to pay a Break-Up Fee to the Company pursuant to Section 9.2(b), the payment of such Break-Up Fee by Concentra shall be the Company's sole remedy at law or in equity. The parties hereto acknowledge and agree that a termination of the Agreement by Concentra which results in Concentra paying a Break-Up Fee shall cause the Company to suffer damages that are not practicable to ascertain. Accordingly, in such event, the parties hereto agree that the Break-Up Fee shall represent liquidated damages that are reasonable considering all the circumstances existing as of the date hereof, and the Break-Up Fee constitutes the parties' good faith estimate of the actual damages reasonably expected to result from such a termination. (b) If Concentra terminates this Agreement pursuant to Section 9.1(c)(vi), Concentra shall, within two business days of the Company's written demand to Concentra for payment, pay to the Company Two Million Dollars ($2,000,000) in cash (the "Break-Up Fee"). ------------ 9.3 Amendment. Subject to the applicable provisions of the DGCL, at any ---------------- time prior to the Effective Time, the parties hereto may modify or amend this Agreement, by written agreement executed and delivered by duly authorized officers of the respective parties; provided, however, that after the -------- ------- Stockholder Approval has been obtained, no amendment shall be made which reduces the Merger Consideration or adversely affects the rights of the Company's stockholders hereunder without the approval of such stockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties. 9.4 Extension; Consent; Waiver. At any time prior to the Effective --------------------------------- Time, the parties may to the extent legally allowed (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties contained in this Agreement or in any Transaction Document or (c) subject to Section 9.3, waive compliance with any of the agreements or conditions of the other parties contained in this Agreement or consent to any action requiring consent pursuant to this Agreement. Any agreement on the part of a party to any such extension, waiver or consent shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. ARTICLE X --------- GENERAL PROVISION ----------------- 10.1 Survival of Representations, Warranties, and Agreements. Subject to -------------------------------------------------------------- the remaining provisions of this Section 10.1, the representations, warranties and agreements in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any other party hereto, any person controlling any such party or any of their officers, directors, representatives or agents whether prior to or after the execution of this Agreement. None of the representations, warranties or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time, and any 59 liability for breach or violation thereof shall terminate absolutely and be of no further force and effect at and as of the Effective Time, except for the agreements that by their terms contemplate performance after the Effective Time. The Confidentiality Agreement shall survive the execution and delivery of this Agreement, and the provisions of the Confidentiality Agreement shall apply to all information and material delivered hereunder. 10.2 Notices. Any notice or communication required or permitted -------------- hereunder shall be in writing and either delivered personally, telegraphed or telecopied or sent by overnight courier, certified or registered mail, postage prepaid to the address set forth below (or to such other address as such party may designate in writing from time to time), and shall be deemed to be given, dated and received (a) when so delivered personally, (b) upon receipt of an appropriate electronic answer back or confirmation when so delivered by telegraph or telecopy (to such number specified below or another number or numbers as such person may subsequently designate by notice given hereunder), (c) one business day after being deposited with an overnight courier, postage prepaid, or (d) three business days after the date of mailing, postage prepaid, if so delivered by certified or registered mail: (i) if to the Company, to: National Healthcare Resources, Inc. 1177 Avenue of the Americas 47th Floor New York, New York 10036-2714 Facsimile: 212-354-6763 Attention: Mr. Christopher J. Garcia with a copy (which shall not constitute notice) to: Milbank, Tweed, Hadley & McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005-1413 Facsimile: (212) 822-5680 Attention: Robert S. Reder and (ii) if to Concentra or Mergeco, to: Concentra Inc. 5080 Spectrum Drive Suite 400 - West Tower Addison, Texas 75001 Facsimile: (972) 387-1938 Attention: General Counsel 60 10.3 Interpretation. When a reference is made in this Agreement to -------------- Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents, glossary of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the word "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." Unless the context otherwise requires, "or" is disjunctive but not necessarily exclusive, and words in the singular include the plural and in the plural include the singular. 10.4 Counterparts. This Agreement may be executed in one or more ------------ counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. 10.5 Entire Agreement; No Third Party Beneficiaries. This Agreement ---------------------------------------------- (together with the Confidentiality Agreement, the Transaction Documents, exhibits and annexes attached hereto, the Company Disclosure Schedule, the Concentra Disclosure Schedule and any other documents and instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Except as otherwise provided in this Agreement, this Agreement is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. 10.6 Governing Law. This Agreement shall be governed by and construed in -------------------- accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. 10.7 Severability. If any term or other provision of this Agreement is ------------------- invalid, illegal, or incapable of being enforced by any rule of applicable law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated herein are not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein are consummated as originally contemplated to the fullest extent possible. 10.8 Assignment. Neither this Agreement nor any of the rights, interests ----------------- or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, however, that Mergeco shall be able to assign its rights, -------- ------- interests and obligations hereunder to any other Subsidiary of Concentra without obtaining the prior written consent of the Company. Subject to the preceding sentence, this Agreement will be binding solely upon, inure to the sole benefit of and be enforceable solely by, the parties and their respective successors and assigns. 10.9 Specific Performance. The Company hereby acknowledges and agrees --------------------------- that the failure of the Company to perform its obligations under this Agreement and the other 61 Transaction Documents to which it is a party in accordance with their specific terms or to otherwise comply with such obligations, including its failure to take all actions as are necessary on its part to the consummation of the Merger, will cause irreparable injury to Concentra and Mergeco for which damages, even if available, will not be an adequate remedy. Accordingly, the Company hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of the Company's obligations, including an injunction to prevent breaches, and to the granting by any such court of the remedy of specific performance of the terms and conditions of this Agreement and the other Transaction Documents. 10.10 Schedule Definitions. All capitalized terms in the Company --------------------------- Disclosure Schedule or Concentra Disclosure Schedule shall have the meanings ascribed to them herein, unless the context otherwise requires or as otherwise defined. [Remainder of page intentionally left blank] 62 IN WITNESS WHEREOF, each party has caused this Agreement to be signed by its respective officer thereunto duly authorized, all as of the date first written above. CONCENTRA INC., a Delaware corporation By: /s/ William H. Comte ---------------------------------------- William H. Comte Executive Vice President and Chief Operating Officer NHR ACQUISITION COMPANY, INC. a Delaware corporation By: /s/ William H. Comte --------------------------------------- William H. Comte Chairman NATIONAL HEALTHCARE RESOURCES, INC. a Delaware corporation By: /s/ Christopher J. Garcia ---------------------------------------- Christopher J. Garcia President and Chief Executive Officer S-1 Annex A ------- Surviving Entity Officers and Directors --------------------------------------- Name Title ---- ----- William H. Comte Chairman Christopher J. Garcia President and Director Michael A. Angst Senior Vice President of Operations and Director Daniel J. Thomas Director Thomas E. Kiraly Senior Vice President, Chief Financial Officer and Treasurer Richard A. Parr II Senior Vice President and Secretary W. Tom Fogarty Senior Vice President and Chief Medical Officer Bradley T. Harslem Senior Vice President and Chief Information Officer Thomas Cox Senior Vice President of Operations Larry Carr Senior Vice President of Operations Will Fulton Senior Vice President of Operations Tammy Jackson Senior Vice President of Human Resources Daniel T. O'Brien Vice President of Corporate Development Susan Wittliff Vice President and Assistant Secretary Elaine Brzezinski Assistant Vice President and Assistant Secretary Gary Chedekl Assistant Vice President-Tax Patricia Secchio Assistant Treasurer Annex A Annex B ------- WCAS Class C Holders -------------------- Welsh, Carson, Anderson & Stowe VI, L.P. WCAS Healthcare Partners, L.P. Patrick J. Welsh Russell L. Carson Bruce K. Anderson Richard H. Stowe Andrew M. Paul Thomas E. McInerney Laura M. Vanburen James B. Hoover Robert A. Minicucci Anthony J. DeNicola David F. Bellet Horizon Investments Associates Annex B EXHIBIT A --------- Lock-Up Agreement ----------------- [Concentra Letterhead] November [__], 2001 To: All Stockholders of National Healthcare Resources, Inc. ("NHR") Re: Lock-up Agreement ----------------- Dear NHR Shareholder: As further described in the Notice to Stockholders delivered together with this Lock-up Agreement ("Lock-up Agreement"), on November [__], 2001, NHR entered into an Agreement and Plan of Merger (the "Agreement") with Concentra Inc. ("Concentra") and its subsidiary NHR Acquisition Company, Inc. ("Mergeco"). Pursuant to the Agreement, Mergeco will merge with and into NHR (the "Merger"), and all shares of NHR capital stock that you own will be converted in the Merger into a number of shares of Concentra common stock, par value $.01 per share (the "Concentra Common Stock"), except as otherwise provided in the Agreement. A copy of the Agreement is provided as an exhibit to the Notice to Stockholders. Pursuant to the Agreement, each stockholder of NHR who will receive shares of Concentra Common Stock in the Merger is being requested to enter into this Lock-up Agreement. By signing this Lock-up Agreement, the undersigned agrees that if Concentra notifies the undersigned of its intent to file a registration statement for an initial public offering, without the prior written consent of Concentra, the undersigned will not, directly or indirectly (i) offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any shares of Concentra Common Stock received in the Merger or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of such shares of Concentra Common Stock, whether any such swap or transaction is to be settled by delivery of Concentra Common Stock or other securities, in cash or otherwise, in either case during the 14 days prior to the effective date of the registration statement and during the period after such effective date that Concentra's executive officers and directors agree to be subject to such restraints, subject to such permitted dispositions in which such executive officers and directors are permitted by the terms of their agreements to engage. A-1 Please sign this letter below and return a copy of it as soon as possible by facsimile to James J. Cusumano, Executive Vice President of Finance of NHR, at (212) 354-8297. If you have any questions regarding the information provided in this Lock-up Agreement, please call Mr. Cusumano at (212) 354-8256. Sincerely, CONCENTRA INC. ___________________________________ Name: Richard A. Parr, Esq. Title: General Counsel Acknowledged and Agreed to: NHR STOCKHOLDER: ___________________________________ Name:______________________________ A-2 EXHIBIT B --------- Form of Opinion of the Company's Counsel ---------------------------------------- As used herein, all capitalized terms shall have the meanings ascribed to them in the Agreement. 1. Each of the Company and its Subsidiaries is a corporation, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to carry on the business as now being conducted by it; provided that with respect to the Subsidiary incorporated and in existence in the State of Connecticut, such counsel may rely solely upon the certificate of good standing issued by the Secretary of State of the State of Connecticut. 2. The Company has the corporate power to execute, deliver and perform its obligations under the Agreement. 3. The authorized capital stock of the Company is as set forth in Section 4.1 and/or on Schedule 4.1(b) of the Company Disclosure Schedule. All shares of --------------- Company Stock issued on or after October 30, 1996 and, to our knowledge based solely on a review of the Company's minute books and stock ledger, the shares of Company Stock issued prior to October 30, 1996 have been duly authorized and validly issued and are fully paid and non-assessable. 4. The Agreement has been duly authorized by all corporate action necessary on the part of the Company. 5. The Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such terms may be limited by (i) any applicable bankruptcy, reorganization, moratorium or similar laws, now or hereafter in effect, affecting the enforceability of creditors' rights generally or (ii) general principles of equity. 6. The execution and delivery by the Company of the Agreement does not, and the performance by the Company of its obligations thereunder will not, (a) result in a violation of the Certificate of Incorporation or Bylaws of the Company, (b) result in any violation by the Company of any Applicable Law, (c) breach or result in a default or result in the creation or imposition of any Lien on any properties of the Company, other than as may be contemplated by the Agreement, under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license, in any such case known to us, applicable to the Company or any of its Subsidiaries or their respective properties or assets or any guarantee by the Company or any of its Subsidiaries known to us of any of the foregoing, or (d) result in any violation of any order, writ, judgment or decree known to us or set forth in the Company Disclosure Statement to which the Company is subject 7. The execution and delivery by the Company of the Agreement do not, and the performance by the Company of its obligations thereunder will not, require that the Company obtain the approval of, or make any filing with, any Governmental Entity under the General Corporation Law of the State of Delaware or federal law, or any rule or regulation thereunder, except those that have been obtained or made. B-1 8. To our knowledge, except as set forth on Schedule 4.1(g) of the Company --------------- Disclosure Schedule, the Company is not a party to any pending or overtly threatened in writing action or proceeding that would reasonably be expected to result in the issuance of an order or other legal restraint or prohibition preventing the consummation of the Merger. Such opinion may contain customary and reasonable qualifications. B-2 EXHIBIT C --------- Form of Opinion of Concentra's and Mergeco's Counsel ---------------------------------------------------- As used herein, all capitalized terms shall have the meanings ascribed to them in the Agreement. 1. Each of Concentra and Mergeco is a corporation, validly existing and in good standing under the laws of Delaware and has the corporate power and authority to carry on the business as now being conducted by it. 2. Each of Concentra and Mergeco has the corporate power to execute, deliver and perform its obligations under the Agreement. 3. The authorized, issued and outstanding capital stock of Concentra and Mergeco is as set forth in Section 4.2 and/or on Schedule 4.2(b) of the Concentra Disclosure Schedule. All such issued outstanding capital stock of Concentra has been duly authorized and validly issued and is fully paid and non-assessable. 4. The Agreement has been duly authorized by all corporate action necessary on the part of Concentra and Mergeco. 5. The Agreement has been duly executed and delivered by each of Concentra and Mergeco and constitutes the legal, valid and binding obligation of each of Concentra and Mergeco, enforceable against each of Concentra and Mergeco in accordance with its terms, except as such terms may be limited by (i) any applicable bankruptcy, reorganization, moratorium or similar laws, now or hereafter in effect, affecting the enforceability of creditors' rights generally or (ii) general principles of equity. 6. The execution and delivery by Concentra and Mergeco of the Agreement does not, and the performance by Concentra and Mergeco of their respective obligations thereunder will not, (a) result in a violation of the Articles of Incorporation or Bylaws of Concentra and Mergeco, (b) result in any violation by Concentra and Mergeco of any Applicable Law, (c) breach or result in a default under any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Concentra and Mergeco or any of their Subsidiaries or their respective properties or assets or any guarantee by Concentra and Mergeco or any of their Subsidiaries of any of the foregoing, (d) result in any violation of any order, writ, judgment or decree to which Concentra or Mergeco is subject or (e) result in the creation or imposition of any Lien on any properties of Concentra or Mergeco, other than as may be contemplated by the Agreement. 7. The execution and delivery by Concentra and Mergeco of the Agreement does not, and the performance by Concentra and Mergeco of their respective obligations thereunder will not, require that Concentra or Mergeco obtain the approval of, or make any filing with any Governmental Entity under any law of the State of Delaware or the United States, or any rule or regulation thereunder, except those that have been obtained or made. 8. Except as disclosed in the Concentra SEC Documents, neither Concentra nor Mergeco is a party to any pending or overtly threatened in writing action or proceeding that (a) may C-1 adversely affect the Merger or (b) if determined adversely, involve a reasonable possibility of materially and adversely affecting the business, condition or operations of Concentra. 9. The shares of Concentra Common Stock to be issued in the Merger have been duly authorized and, when issued in accordance with the terms of the Agreement, will be validly issued, fully paid and nonassessable. Such opinion may contain customary and reasonable qualifications. C-2 EXHIBIT D-1 ----------- Common/Class A-B-E Election Form -------------------------------- Represented Investor Class C Election Form ------------------------------------------ Re: NHR Class C Common Stock ------------------------ |_| I, _________________________ (name exactly as it appears on NHR stock certificates), hereby elect to receive Concentra Shares in the Merger in exchange for all shares of Class C Stock that I own, pursuant to the terms and conditions set forth in the Merger Agreement. I understand that for this Represented Investor Class C Election Form to be effective, I must have first appointed a "purchaser representative" as provided in the purchaser representative letter delivered to me and have signed and returned a copy of this Represented Investor Class C Election Form to James J. Cusumano, Executive Vice President of Finance of NHR, at (212) 354-6763 no later than 5:00 p.m. on November [__], 2001. Signature of NHR Stockholder: ________________________________________ (name exactly as it appears on NHR stock certificates) D-1-1 Represented Investor Common A/B/E Election Form ----------------------------------------------- Re: NHR Common Stock, Class A Common Stock, Class B Common Stock and/or Class E Common Stock ------------------------------------------------ |_| I, _________________________ (name exactly as it appears on NHR stock certificates), hereby elect to receive Concentra Shares in the Merger in exchange for all shares of Common Stock, Class A Common Stock,Class B Common Stock and/or Class E Common Stock that I own, pursuant to the terms and conditions set forth in the Merger Agreement. I understand that for this Represented Investor Common A/B/E Election Form to be effective, I must have first appointed a "purchaser representative" as provided in the purchaser representative letter delivered to me and have signed and returned a copy of this Represented Investor Common A/B/E Election Form to James J. Cusumano, Executive Vice President of Finance of NHR, at (212) 354-6763 no later than 5:00 p.m. on November [__], 2001. Signature of NHR Stockholder: ________________________________________ (name exactly as it appears on NHR stock certificates) D-1-2 EXHIBIT D-2 ----------- Class C Election Form --------------------- [NHR Letterhead] November [__], 2001 Re: Class C Cash Election Form -------------------------- Dear Holder of NHR Class C Common Stock: Pursuant to the Agreement and Plan of Merger, dated as of November [___], 2001 (the "Merger Agreement"), by and among National Healthcare Resources, Inc., a Delaware corporation ("NHR"), Concentra Inc., a Delaware corporation ("Concentra"), and NHR Acquisition Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Concentra ("Mergeco"), Mergeco will merge with and into NHR (the "Merger"), and your shares of Class C Common Stock of NHR will be converted into shares of Concentra Common Stock. You have received together with this Class C Cash Election Form a copy of the Merger Agreement. Capitalized terms used and not defined in this Class C Cash Election Form have the meanings given such terms in the Merger Agreement. As provided in the Merger Agreement, unless you are one of the persons and entities identified on Annex B to the Merger Agreement, you may elect to receive in lieu of Concentra Common Stock an amount in cash (the "Cash Amount") equal to the liquidation value of your shares of Class C Common Stock (which includes accrued and unpaid dividends) divided by the Concentra Common Stock Value. If you wish to receive the Cash Amount instead of shares of Concentra Common Stock for your shares of Class C Common Stock, please sign this letter below and return it by facsimile to James J. Cusumano, Executive Vice President of Finance of NHR, at 212-354-8296 on or prior to 5:00 p.m. on November [__], 2001 (the "Election Deadline"). If you have any questions regarding the matters described in this letter, please call Mr. Cusumano at (212) 354-8256. D-2-1 Please note, that if you fail to return this letter before the Election Deadline you will receive Concentra Common Stock in the Merger, except as otherwise provided in the Merger Agreement. Sincerely, NATIONAL HEALTHCARE RESOURCES, INC. ___________________________________ James J. Cusumano Executive Vice President of Finance Acknowledged and Agreed to: NHR CLASS C COMMON STOCKHOLDER ______________________________ Name: ________________________ D-2-2 EX-4.2 4 dex42.txt SUPPLEMENTAL INDENTURE Exhibit 4.2 ----------- CONCENTRA OPERATING CORPORATION as Obligor AND HEALTHNETWORK SYSTEMS, LLC and MEDICAL NETWORK SYSTEMS, LLC as Guarantors AND THE BANK OF NEW YORK as Trustee ------------------------------- SUPPLEMENTAL INDENTURE Dated as of November 5, 2001 to Indenture Dated as of August 17, 1999 ------------------------------- 13% Series A Senior Subordinated Notes due 2009 13% Series B Senior Subordinated Notes due 2009 SUPPLEMENTAL INDENTURE dated as of November 5, 2001, by and among Concentra Operating Corporation, a Nevada corporation (the "Company"), HealthNetwork System, LLC, a Delaware limited liability company ("HNS LLC"), Medical Network Systems, LLC, a Delaware limited liability company ("MNS LLC" and, together with HNS LLC, the "New Subsidiary Guarantors"), and The Bank of New York, as successor to United States Trust Company of New York, as trustee (the "Trustee"). WHEREAS, the Company and certain subsidiary guarantors have heretofore executed and delivered to the Trustee an Indenture dated as of August 17, 1999, as it may be amended or supplemented (the "Indenture"), providing for the issuance of 13% Series A Senior Subordinated Notes due 2009 and 13% Series B Senior Subordinated Notes due 2009 (the "Notes"); WHEREAS, pursuant to that certain Unit Purchase Agreement signed on November 5, 2001, and dated as of October 31, 2001, by and among Concentra Preferred Systems, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the "Preferred Systems Corp."), HNS Holdings LLC, a Delaware limited liability company (the "Seller"), and certain principal members of the Seller, the New Subsidiary Guarantors became wholly-owned, indirect subsidiaries of the Company; WHEREAS, the Company and the New Subsidiary Guarantors desire by this Supplemental Indenture pursuant to and as contemplated by the provisions of the Indenture relating to the addition of guarantors, including, without limitation, Section 1018, to add the New Subsidiary Guarantors as guarantors pursuant to the terms of the Indenture; WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by resolutions of the Boards of Directors of the Company and the New Subsidiary Guarantors; and WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid, legal, binding and enforceable instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto. NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the holders of the Notes, as follows: ARTICLE I ASSUMPTION OF OBLIGATIONS AS GUARANTORS Section 1.1 Assumption. Each New Subsidiary Guarantor hereby expressly and ----------------------- unconditionally assumes each and every covenant, agreement and undertaking of a Guarantor in the Indenture as of the date of this Supplemental Indenture, and also hereby expressly and unconditionally assumes each and every covenant, agreement and undertaking of a Guarantor in each Note outstanding on the date of this Supplemental Indenture. ARTICLE II MISCELLANEOUS PROVISIONS Section 2.1 Defined Terms. For all purposes of this Supplemental -------------------------- Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture. Section 2.2 Indenture. Except as amended hereby, the Indenture and the ---------------------- Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. Section 2.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED -------------------------- BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. Section 2.4 Successors. All agreements of the Company and the New ----------------------- Subsidiary Guarantors in this Supplemental Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. Section 2.5 Duplicate Originals. All parties may sign any number of copies -------------------------------- of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. Section 2.6 Severability. In case any one or more of the provisions in ------------------------- this Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. Section 2.7 Trustee Disclaimer. The Trustee accepts the amendment of the ------------------------------- Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company and the New Subsidiary Guarantors, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company and the New Subsidiary Guarantors by corporate action or otherwise, (iii) the due execution hereof by the Company and the New Subsidiary Guarantors or (iv) the consequences (direct or indirect and whether deliberate or inadvertent) of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters. Section 2.8 Effectiveness. This Supplemental Indenture shall become -------------------------- effective, once executed, upon receipt by the Trustee of a certificate of the appropriate officers of the Company and an Opinion of Counsel (as defined in the Indenture), each of which shall be dated no earlier than the date hereof. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above. Attest: CONCENTRA OPERATING CORPORATION, as Obligor /s/ Richard A. Parr II By: /s/ Thomas E. Kiraly - -------------------------------- --------------------------------- Richard A. Parr II, Secretary Name: Thomas E. Kiraly Title: Executive Vice President and Chief Financial Officer Attest: HEALTHNETWORK SYSTEMS, LLC, as Guarantor /s/ Richard A. Parr II By: /s/ Thomas E. Kiraly - -------------------------------- --------------------------------- Richard A. Parr II, Secretary Name: Thomas E. Kiraly Title: Vice President Attest: MEDICAL NETWORK SYSTEMS, LLC, as Guarantor /s/ Richard A. Parr II By: /s/ Thomas E. Kiraly - -------------------------------- --------------------------------- Richard A. Parr II, Secretary Name: Thomas E. Kiraly Title: Vice President THE BANK OF NEW YORK, as Trustee By: /s/ Margaret Ciesmelewski -------------------------------- Name: Margaret Ciesmelewski Title: Authorized Signer EX-4.3 5 dex43.txt SUPPLEMENTAL INDENTURE DATED NOV. 20, 2001 Exhibit 4.3 ----------- CONCENTRA OPERATING CORPORATION as Obligor AND NATIONAL HEALTHCARE RESOURCES, INC. as Guarantor AND THE BANK OF NEW YORK as Trustee ------------------------------- SUPPLEMENTAL INDENTURE Dated as of November 20, 2001 to Indenture Dated as of August 17, 1999 ------------------------------- 13% Series A Senior Subordinated Notes due 2009 13% Series B Senior Subordinated Notes due 2009 SUPPLEMENTAL INDENTURE dated as of November 20, 2001, by and among Concentra Operating Corporation, a Nevada corporation (the "Company"), National Healthcare Resources, Inc., a Delaware corporation (the "New Subsidiary Guarantor"), and The Bank of New York, as successor to United States Trust Company of New York, as trustee (the "Trustee"). WHEREAS, the Company and certain subsidiary guarantors have heretofore executed and delivered to the Trustee an Indenture dated as of August 17, 1999, as it may be amended or supplemented (the "Indenture"), providing for the issuance of 13% Series A Senior Subordinated Notes due 2009 and 13% Series B Senior Subordinated Notes due 2009 (the "Notes"); WHEREAS, pursuant to that certain Agreement and Plan of Merger dated November 2, 2001, by and among Concentra Inc., a Delaware corporation and owner of all the capital stock of the Company (the "Parent Company"), the New Subsidiary Guarantor and NHR Acquisition Company, Inc., a Delaware corporation and wholly-owned, direct, subsidiary of the Company and wholly-owned, indirect, subsidiary of the Parent Company ("Mergeco"), among other things, Mergeco merged with and into the New Subsidiary Guarantor (the "Merger") and the New Subsidiary Guarantor became a wholly-owned subsidiary of the Company; WHEREAS, the Company and the New Subsidiary Guarantor desire by this Supplemental Indenture pursuant to and as contemplated by the provisions of the Indenture relating to the addition of guarantors, including, without limitation, Section 1018, to add the New Subsidiary Guarantor as a guarantor pursuant to the terms of the Indenture; WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by resolutions of the Boards of Directors of the Company and the New Subsidiary Guarantor; and WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid, legal, binding and enforceable instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto. NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the holders of the Notes, as follows: ARTICLE I ASSUMPTION OF OBLIGATIONS AS GUARANTOR Section 1.1 Assumption. The New Subsidiary Guarantor hereby expressly and ----------------------- unconditionally assumes each and every covenant, agreement and undertaking of a Guarantor in the Indenture as of the date of this Supplemental Indenture, and also hereby expressly and unconditionally assumes each and every covenant, agreement and undertaking of a Guarantor in each Note outstanding on the date of this Supplemental Indenture. ARTICLE II MISCELLANEOUS PROVISIONS Section 2.1 Defined Terms. For all purposes of this Supplemental -------------------------- Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture. Section 2.2 Indenture. Except as amended hereby, the Indenture and the ---------------------- Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. Section 2.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED -------------------------- BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. Section 2.4 Successors. All agreements of the Company and the New ----------------------- Subsidiary Guarantor in this Supplemental Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. Section 2.5 Duplicate Originals. All parties may sign any number of copies -------------------------------- of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. Section 2.6 Severability. In case any one or more of the provisions in ------------------------- this Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. Section 2.7 Trustee Disclaimer. The Trustee accepts the amendment of the ------------------------------- Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company and the New Subsidiary Guarantor, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company and the New Subsidiary Guarantor by corporate action or otherwise, (iii) the due execution hereof by the Company and the New Subsidiary Guarantor or (iv) the consequences (direct or indirect and whether deliberate or inadvertent) of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters. Section 2.8 Effectiveness. This Supplemental Indenture shall become -------------------------- effective, once executed, upon receipt by the Trustee of a certificate of the appropriate officers of the Company and an Opinion of Counsel (as defined in the Indenture), each of which shall be dated no earlier than the date hereof. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above. Attest: CONCENTRA OPERATING CORPORATION, as Obligor /s/ Richard A. Parr II By: /s/ Daniel T. O'Brien - --------------------------------- -------------------------------------- Richard A. Parr II, Secretary Name: Daniel T. O'Brien Title: Vice President Attest: NATIONAL HEALTHCARE RESOURCES, INC., as Guarantor /s/ Richard A. Parr II By: /s/ Daniel T. O'Brien - --------------------------------- -------------------------------------- Richard A. Parr II, Secretary Name: Daniel T. O'Brien Title: Vice President THE BANK OF NEW YORK, as Trustee By: /s/ Margaret Ciesmelewski -------------------------------------- Name: Margaret Ciesmelewski Title: Authorized Signer EX-4.6 6 dex46.txt AMENDMENT NO. 1 TO WARRANT AGREEMENT Exhibit 4.6 ----------- AMENDMENT NO. 1 TO WARRANT AGREEMENT AMENDMENT NO. 1 TO WARRANT AGREEMENT (this "Amendment") dated as of --------- November 1, 2001 by and among Concentra Inc., a Delaware corporation formerly known as Concentra Managed Care, Inc. (the "Company"), and the several persons ------- that have executed this Amendment under the heading "Holders" (the "Holders"). ------- Capitalized terms used in this Amendment which are not otherwise defined herein shall have the meanings ascribed to them in the Existing Warrant Agreement referred to below. W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company and the Holders are parties to a Warrant Agreement dated as of August 17, 1999 (the "Existing Warrant Agreement"); -------------------------- WHEREAS, the Company proposes to issue (1) an aggregate 2,266,546 shares of Common Stock (the "New Common Shares") and (2) warrants to acquire an ----------------- aggregate 771,277 shares of Common Stock (the "New Warrants" and, together with ------------ the New Common Shares, the "New Securities") pursuant to the terms and -------------- conditions of a Securities Purchase Agreement (the "Securities Purchase ------------------- Agreement") dated as of the date hereof among the Company and the purchasers - --------- named therein (the "Purchasing Stockholders"); ----------------------- WHEREAS, under Sections 10 and 12 of the Existing Warrant Agreement, the Holders, as holders of the Warrants governed thereby (the "Existing -------- Warrants"), are entitled to (1) an adjustment in the number of shares of Common - -------- Stock issuable upon exercise of the Existing Warrants ("Warrant Shares") and (2) -------------- certain notices, all in connection with the issuance of the New Securities; WHEREAS, under the Securities Purchase Agreement, it is a condition to the obligation of each Purchasing Stockholder to purchase New Securities that this Amendment be executed and delivered by the Company and the registered holders of two-thirds of the then outstanding Warrant Shares issued or issuable upon exercise of the Existing Warrants; WHEREAS, the parties hereto desire to execute and deliver this Amendment in order to fulfill such condition and render the provisions of Sections 10 and 12 of the Existing Warrant Agreement inapplicable to the issuance of the New Securities; 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 Existing Warrant Agreement. The Existing ---------------------------------------- Warrant Agreement is amended as follows: (a) Section 10 of the Existing Warrant Agreement is amended to insert the following new subsection (p) at the end thereof: "(p) Exclusion of Certain Transactions --------------------------------- Notwithstanding anything to the contrary contained in this Section 10, no adjustment in the number of Warrant Shares issuable upon exercise of the Warrants shall be made in connection with the issuance of (1) an aggregate 2,266,546 shares of Common Stock and (2) warrants to acquire an aggregate 771,277 shares of Common Stock pursuant to the Securities Purchase Agreement dated as of November 1, 2001 among the Company and the purchasers named therein." (b) Section 12 of the Existing Warrant Agreement is amended to insert the following new paragraph at the end thereof: "Notwithstanding anything to the contrary contained above, the provisions of this Section 12 shall not apply to the issuance of (1) an aggregate 2,266,546 shares of Common Stock and (2) warrants to acquire an aggregate 771,277 shares of Common Stock pursuant to the Securities Purchase Agreement dated as of November 1, 2001 among the Company and the purchasers named therein." SECTION 2. Miscellaneous. ------------- (a) THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF SAID STATE. (b) This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. (c) 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 Existing Warrant Agreement. IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment No. 1 to Warrant Agreement, all as of the day and year first above written. The Company: ----------- CONCENTRA INC. By_____________________________________ Name: Richard A. Parr II Title: Executive Vice President, General Counsel and Secretary The Holders: ----------- WCAS CAPITAL PARTNERS III, L.P. By: WCAS CP III Associates, L.L.C., General Partner By Managing Member JP MORGAN DIRECT CORPORATE FINANCE INSTITUTIONAL INVESTORS, LLC By:_________________________________ Name: Title: JP MORGAN DIRECT CORPORATE FINANCE PRIVATE INVESTORS, LLC By:_________________________________ Name: Title: CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By:_________________________________ Name: Title: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM By:_________________________________ Name: Title: CHASE EQUITY ASSOCIATES, L.P. By: Chase Capital Partners, its General Partner By:_________________________________ Name: Title: CMS CO-INVESTMENT SUBPARTNERSHIP II By: CMS CO-INVESTMENT SUBPARTNERSHIP, a Delaware general partnership By: CMS Co-Investment Partners, L.P., a Delaware limited partnership By: CMS/Co-Investment Associates, L.P., a Delaware limited partnership By: MSPS/Co-Investment, Inc., a Delaware corporation Its: By: CMS 1997 Investment Partners, L.P., a Delaware limited partnership By: CMS 1997, Inc. a Delaware corporation By:______________________ Its: By: CMS Co-Investment Partners I-Q, L.P., a Delaware limited partnership By: CMS/Co-Investment Associates, L.P., a Delaware limited partnership By: MSPS/Co-Investment, Inc., a Delaware corporation By:______________________ Its: By: CMS 1997 Investment Partners, L.P., a Delaware limited partnership By: CMS 1997, Inc. a Delaware corporation By:______________________ Its: By:_____________________________________ Ira Brind By:_____________________________________ Bruce Lindsay CMS DIVERSIFIED PARTNERS, L.P. By: CMS/DP Associates, L.P, a general partner By: MSPS/DP, Inc., its general partner By:____________________________ (Vice) President By: CMS 1995 Investment Partners, L.P, a general partner By: CMS 1995, Inc., its general partner By:____________________________ (Vice) President DB CAPITAL INVESTORS, L.P. By: DB Capital Partners, L.P., its General Partner By: DB Capital Partners, Inc., its General Partner By:_____________________________________ Name: Title: EURAZEO By:____________________________________ Name: Title: GS PRIVATE EQUITY PARTNERS II, L.P. By: GS PEP II Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Member By:_________________________________________ Name: Title: GS PRIVATE EQUITY PARTNERS II OFFSHORE, L.P. By: GS PEP II Offshore Advisors, Inc., its General Partner By:_________________________________________ Name: Title: GS PRIVATE EQUITY PARTNERS II - DIRECT INVESTMENT FUND, L.P. By: GS PEP II Direct Investment Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Member By:_________________________________________ Name: Title: GS PRIVATE EQUITY PARTNERS III, L.P. By: GS PEP III Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Partner By:__________________________________________ Name: Title: GS PRIVATE EQUITY PARTNERS III OFFSHORE, L.P. By: GS PEP III Offshore Advisors, Inc., its General Partner By:__________________________________________ Name: Title: NBK/GS PRIVATE EQUITY PARTNERS, L.P. By: GS PEP Offshore Advisors (NBK), Inc. General Partner By:__________________________________________ Name: Title: HAMILTON LANE PRIVATE EQUITY PARTNERS, L.P. By: HLSP Investment Management, LLC By: __________________________________ Mario L. Giannini Managing Member HAMILTON LANE PRIVATE EQUITY FUND, PLC By: HLSP Investment Management, LLC By: __________________________________ Mario L. Giannini Managing Member A.S.F. CO-INVESTMENT PARTNERS, L.P. By: PAF 10/98, LLC By: Old Kings I, LLC, as Managing Member By:_____________________________________ Name: Title: NASSAU CAPITAL PARTNERS III L.P. By:___________________________________ Name: Title: NAS PARTNERS LLC By:___________________________________ Name: Title: NEW YORK LIFE CAPITAL PARTNERS, L.P. By: NYLCAP Manager LLC, its Investment Manager By:___________________________________________ Name: Title: EX-4.11 7 dex411.txt WARRANT AGREEMENT DATED NOVEMBER 1, 2001 Exhibit 4.11 ------------ - -------------------------------------------------------------------------------- WARRANT AGREEMENT AMONG CONCENTRA INC. and the parties named herein Dated as of November 1, 2001 - -------------------------------------------------------------------------------- TABLE OF CONTENTS ----------------- Page ---- SECTION 1. Warrant Certificates...............................................1 SECTION 2. Execution of Warrant Certificates..................................1 SECTION 3. Registration.......................................................2 SECTION 4. Registration of Transfers and Exchanges............................2 SECTION 5. Warrants; Exercise of Warrants.....................................3 SECTION 6. Payment of Taxes...................................................6 SECTION 7. Mutilated or Missing Warrant Certificates..........................6 SECTION 8. Reservation of Warrant Shares......................................6 SECTION 9. Obtaining Stock Exchange Listings..................................7 SECTION 10. Adjustment of Number of Warrant Shares Issuable....................7 SECTION 11. Fractional Interests..............................................15 SECTION 12. Notices to Warrant Holders........................................15 SECTION 13. Notices to Company and Warrant Holder.............................17 SECTION 14. Supplements and Amendments........................................17 SECTION 15. Successors........................................................17 SECTION 16. Termination.......................................................18 SECTION 17. Governing Law.....................................................18 SECTION 18. Benefits of This Agreement........................................18 SECTION 19. Counterparts......................................................18 i WARRANT AGREEMENT (the "Warrant Agreement" or this "Agreement") dated as of November 1, 2001 (the "Issue Date") among Concentra Inc., a Delaware corporation (the "Company"), and the other parties hereto (together with their successors and assigns, the "Holders"). W I T N E S S E T H: -------------------- WHEREAS, the Company proposes to issue Warrants, as hereinafter described (the "Warrants"), to purchase an aggregate 771,277 shares of Common Stock (the "Common Stock") of the Company (the Common Stock issuable on exercise of the Warrants being referred to herein as the "Warrant Shares"), under and pursuant to a Securities Purchase Agreement dated as of the date hereof among the Company and the Holders (the "Securities Purchase Agreement"). NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows: SECTION 1. Warrant Certificates . The certificates evidencing the -------------------- Warrants (the "Warrant Certificates") to be delivered pursuant to the Securities Purchase Agreement and this Agreement shall be in registered form only and shall be substantially in the form set forth in Exhibit A attached hereto. SECTION 2. Execution of Warrant Certificates . Warrant Certificates --------------------------------- shall be signed on behalf of the Company by its Chairman of the Board or its Chief Executive Officer or its President or its Chief Operating Officer or its Chief Financial Officer or a Vice President and by its Secretary or an Assistant Secretary under its corporate seal. Each such signature upon the Warrant Certificates may be in the form of a facsimile signature of the present or any future Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Vice President, Secretary or Assistant Secretary and may be imprinted or otherwise reproduced on the Warrant Certificates and for that purpose the Company may adopt and use the facsimile signature of any person who shall have been Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Vice President, Secretary or Assistant Secretary, notwithstanding the fact that at the time the Warrant Certificates shall be delivered or disposed of he shall have ceased to hold such office. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant Certificates. In case any officer of the Company who shall have signed any of the Warrant Certificates shall cease to be such officer before the Warrant Certificates so signed shall have been disposed of by the Company, such Warrant Certificates nevertheless may be delivered or disposed of as though such person had not ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Warrant Certificate, shall be a proper officer of the Company to 1 sign such Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. SECTION 3. Registration . The Company shall number and register the ------------ Warrant Certificates in a register as they are issued. The Company may deem and treat the registered Holder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and shall not be affected by any notice to the contrary. The Company shall act as the registrar for the Warrants. (a) Registration of Transfers and Exchanges . The Company shall from --------------------------------------- time to time register the transfer of any outstanding Warrant Certificates in a Warrant register to be maintained by the Company upon surrender thereof accompanied by the Assignment Form on the reverse of the Warrant Certificate, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney together with such legal opinions, certificates or other information required by such Assignment Form. Upon any such registration of transfer, a new Warrant Certificate shall be issued to the transferee(s) and the surrendered Warrant Certificate shall be canceled and disposed of by the Company. (b) The Holders agree that each Warrant Certificate and any certificate representing the Warrant Shares will bear the following legend (the "Private Placement Legend"): "THIS SECURITY (OR ITS PREDECESSOR) (AND, IF SUCH SECURITY EVIDENCES A WARRANT, THE WARRANT SHARES ISSUABLE PURSUANT THERETO) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (C) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND 2 (2) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND." (c) The Holders agree that each Warrant Certificate issued during the period such Warrants are subject to the restrictions in the Stockholders Agreement of the Company dated as of August 17, 1999 (as amended, the "Stockholders Agreement") shall bear the following legend (the "Stockholders Agreement Legend"): "THE SECURITY REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THE STOCKHOLDERS AGREEMENT DATED AS OF AUGUST 17, 1999, AS AMENDED, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES." (d) Subject to the foregoing provisions, Warrant Certificates may be exchanged at the option of the Holder(s) thereof, when surrendered to the Company at its office for another Warrant Certificate or other Warrant Certificates of like tenor and representing in the aggregate a like number of Warrants. Upon any sale or transfer of any Warrant Certificate or Warrant Shares pursuant to an effective registration statement under the Securities Act or satisfying the condition set forth in clause (1)(B) of the above Private Placement Legend, the Company shall permit the Holder thereof to exchange such Warrant Certificate or such Warrant Shares for another Warrant Certificate or certificate evidencing Warrant Shares, as applicable, that does not bear the Private Placement Legend set forth above. At any time after the time that the Warrants are not subject to the restrictions on transfer set forth in the Stockholders Agreement, the Company shall permit the Holder thereof to exchange such Warrant Certificate for another Warrant Certificate that does not bear the Stockholders Agreement Legend. Warrant Certificates surrendered for exchange shall be canceled and disposed of by the Company. (e) Each Holder of a Warrant Certificate, by accepting the same, consents and agrees with the Company and with each subsequent holder of such Warrant Certificate that, prior to due presentment of such Warrant Certificate for registration of transfer, the Company may treat the person in whose name the Warrant Certificate is registered as the owner thereof for all purposes and as the person entitled to exercise the rights granted under the Warrants, and neither the Company nor any agent thereof shall be affected by any notice to the contrary. SECTION 4. Warrants; Exercise of Warrants. Subject to the terms of ------------------------------ this Agreement, each Holder shall have the right, which may be exercised at any time prior to 5:00 p.m., New York City time on November 1, 2011, to receive from the Company the number of fully paid and nonassessable Warrant Shares and any other capital stock of the Company issuable upon exercise of the Warrant as provided for in Section 10(a) ("Additional Warrant Shares") which the Holder may at the time be entitled to receive on exercise of such Warrants and payment of the Exercise Price then in effect for such Warrant Shares. Each Warrant not exercised prior to 5:00 p.m., New York City time, on November 1, 2011 shall become void and 3 all rights thereunder and all rights in respect thereof under this Agreement shall cease as of such time. A Warrant may be exercised upon surrender to the Company at its office designated for such purpose (the address of which is set forth in Section 13 hereof) of the Warrant Certificate or Certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed, which signature shall be guaranteed by a bank or trust company having an office or correspondent in the United States or a broker or dealer which is a member of a registered securities exchange or the National Association of Securities Dealers, Inc., and upon payment to the Company of the exercise price (the "Exercise Price") which is set forth in the form of Warrant Certificate attached hereto as Exhibit A as adjusted as herein provided, for the number of Warrant Shares and Additional Warrant Shares, if any, in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price shall be made in cash or by certified or official bank check to the order of the Company. In lieu of exercising a Warrant by paying in full the Exercise Price plus transfer taxes (if applicable pursuant to Section 6), if any, the Holder may, from time to time, convert a Warrant, in whole or in part, into a number of shares of Common Stock determined by dividing (a) the aggregate current market price of the number of shares of Common Stock represented by the Warrants converted, minus the aggregate Exercise Price for such shares of Common Stock, minus transfer taxes, if any, by (b) the current market price of one share of Common Stock (a "Cash-Less Exercise"). The current market price shall be determined pursuant to Section 10(f). Subject to the provisions of Section 6 hereof, upon such surrender of Warrant Certificates and payment of the Exercise Price (if such exercise is not a Cash-Less Exercise) the Company shall issue and cause to be delivered with all reasonable dispatch (and in any event within five business days after such receipt) to or upon the written order of the Holder and, subject to Section 4, in such name or names as the Holder may designate, a certificate or certificates for the number of full Warrant Shares and Additional Warrant Shares, if any, issuable upon the exercise of such Warrants together with cash as provided in Section 11; provided, however, that if any consolidation, merger or lease or -------- ------- sale of assets is proposed to be effected by the Company as described in subsection (k) of Section 10 hereof, or a tender offer or an exchange offer for shares of Common Stock of the Company shall be made, upon such surrender of Warrant Certificates and payment of the Exercise Price as aforesaid (if such exercise is not a Cash-Less Exercise), the Company shall, as soon as possible, but in any event not later than two business days thereafter, issue and cause to be delivered the full number of Warrant Shares and Additional Warrant Shares, if any, issuable upon the exercise of such Warrants in the manner described in this sentence together with cash, if any, as provided in Section 11. Such certificate or certificates shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a holder of record of such Warrant Shares and Additional Warrant Shares, if any, as of the date of the surrender of such Warrant Certificates and payment of the Exercise Price (if such exercise is not a Cash-Less Exercise). Prior to the exercise of the Warrants, except as may be specifically provided for herein, (i) no Holder of a Warrant Certificate, as such, shall be entitled to any of the rights of a 4 holder of Common Stock of the Company, including, without limitation, the right to vote at or to receive any notice of any meetings of stockholders; (ii) the consent of any such Holder shall not be required with respect to any action or proceeding of the Company; (iii) except as provided in Section 10(i), no such Holder, by reason of the ownership or possession of a Warrant or the Warrant Certificate representing the same, shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the stockholders of the Company prior to, or for which the relevant record date preceded, the date of the exercise of such Warrant; and (iv) no such Holder shall have any right not expressly conferred by the Warrant or Warrant Certificate held by such Holder. The Warrants shall be exercisable, at the election of the Holders thereof, either in full or from time to time in part and, in the event that a Warrant Certificate is exercised in respect of fewer than all of the Warrant Shares issuable on such exercise at any time prior to the date of expiration of the Warrants, a new Warrant Certificate evidencing the remaining Warrant or Warrants will be issued and delivered pursuant to the provisions of this Section and of Section 2 hereof. All Warrant Certificates surrendered upon exercise of Warrants shall be canceled and disposed of by the Company. The Company shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the Holders during normal business hours at its office. Notwithstanding anything contained herein to the contrary, no Warrant shall be exercisable by any Regulated Warrantholder and no Warrant Shares shall be issued to any Regulated Warrantholder if, after giving effect to such exercise, issuance or action, such Regulated Warrantholder would own more than 4.99% of any class of voting securities of the Company (other than any class of voting securities which is (or is made prior to any such exercise, issuance or action) convertible into a class of non-voting securities which are otherwise identical to the voting securities and convertible into such voting securities on terms reasonably acceptable to such Regulated Warrantholder) or more than 24.99% of the total equity of the Company or more than 24.99% of the total value of all capital stock and subordinated debt of the Company (in each case determined by assuming such Regulated Warrantholder (but no other holder) has exercised, converted or exchanged all of its options, warrants and other convertible or exchangeable securities). For purposes of this paragraph, "Regulated Warrantholder" shall mean any Holder that (i) is subject to the - ------------------------ provisions of Regulation Y of the Board of Governors of the Federal Reserve System, 12 C.F.R. Part 225 (or any successor to such Regulation), (ii) holds Warrants or shares of Common Stock and (iii) has provided written notice of the Company of its status as a "Regulated Stockholder" hereunder. SECTION 5. Payment of Taxes. The Company will pay all documentary ---------------- stamp taxes attributable to the initial issuance of Warrant Shares and Additional Warrant Shares, if any, upon the exercise of Warrants; provided, --------- however, that the Company shall not be required to pay any tax or taxes which - ------- may be payable in respect of any transfer involved in the issue of any Warrant Certificates or any certificates for Warrant Shares or Additional Warrant Shares, if any, in a name other than that of the registered Holder of a Warrant Certificate surrendered for 5 registration of transfer or upon the exercise of a Warrant, and the Company shall not be required to issue or deliver such Warrant Certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid. SECTION 6. Mutilated or Missing Warrant Certificates. In case any ----------------------------------------- of the Warrant Certificates shall be mutilated, lost, stolen or destroyed, the Company may in its discretion issue, in exchange and substitution for and upon cancellation of the mutilated Warrant Certificate, or in lieu of and substitution for the Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor and representing an equivalent number of Warrants, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of such Warrant Certificate and indemnity, if requested, also reasonably satisfactory to it. Applicants for such substitute Warrant Certificates shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company may prescribe. SECTION 7. Reservation of Warrant Shares. The Company will at all ----------------------------- times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued Common Stock or other capital stock of the class with respect to Additional Warrant Shares, if any, or its authorized and issued Common Stock or other capital stock of the class with respect to Additional Warrant Shares, if any, held in its treasury, for the purpose of enabling it to satisfy any obligation to issue Warrant Shares and Additional Warrant Shares, if any, upon exercise of Warrants, the maximum number of shares of Common Stock and other capital stock with respect to Additional Warrant Shares, if any, which may then be deliverable upon the exercise of all outstanding Warrants. The Company or, if appointed, the transfer agent for the Common Stock (the "Transfer Agent") and every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of any of the rights of purchase aforesaid will be irrevocably authorized and directed at all times to reserve such number of authorized shares as shall be required for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent and with every subsequent transfer agent for any shares of the Company's capital stock issuable upon the exercise of the rights of purchase represented by the Warrants. The Company will furnish such Transfer Agent a copy of all notices of adjustments and certificates related thereto, transmitted to each Holder pursuant to Section 12 hereof. Before taking any action which would cause an adjustment pursuant to Section 10 hereof to reduce the Exercise Price below the then par value (if any) of the Warrant Shares, the Company will take any corporate action which may, in the opinion of its counsel (which may be counsel employed by the Company), be necessary in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares at the Exercise Price as so adjusted. The Company represents and warrants that the initial Warrant Shares issuable upon conversion of Warrants have been duly authorized and covenants that all Warrant Shares and Additional Warrant Shares, if any, which may be issued upon exercise of Warrants will, upon issue, be fully paid, nonassessable, free of preemptive rights (other than as set forth in the 6 Stockholders Agreement) and, subject to Section 6, free from all taxes, liens, charges and security interests with respect to the issue thereof. SECTION 8. Obtaining Stock Exchange Listings. The Company will from --------------------------------- time to time take all action which may be necessary so that the Warrant Shares and the Additional Warrant Shares, if any, immediately upon their issuance upon the exercise of Warrants, will be listed on the principal securities exchanges and markets within the United States of America, if any, on which other shares of Common Stock or the Additional Warrant Shares, if any, as the case may be, are then listed. SECTION 9. Adjustment of Number of Warrant Shares Issuable. The ----------------------------------------------- number of Warrant Shares issuable upon the exercise of each Warrant are subject to adjustment from time to time upon the occurrence of the events enumerated in this Section 10. For purposes of this Section 10, "Common Stock" means shares now or hereafter authorized of any class of common stock of the Company and any other stock of the Company, however designated, that has the right (subject to any prior rights of any class or series of preferred stock) to participate in any distribution of the assets or earnings of the Company without limit as to per share amount. (a) Adjustment for Change in Capital Stock. -------------------------------------- If the Company: (1) pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock; (2) subdivides its outstanding shares of Common Stock into a greater number of shares; (3) combines its outstanding shares of Common Stock into a smaller number of shares; (4) makes a distribution on its Common Stock in shares of its capital stock other than Common Stock; or (5) issues by reclassification of its Common Stock any shares of its capital stock; then the number and kind of shares of its capital stock issuable upon exercise of any Warrant in effect immediately prior to such action shall be proportionately adjusted so that the Holder of any Warrant thereafter exercised may receive the aggregate number and kind of shares of capital stock of the Company which he or she would have owned immediately following such action if such Warrant had been exercised immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If, after an adjustment, a Holder of a Warrant upon exercise of it may receive shares of two or more classes of capital stock of the Company, the exercise privilege of each 7 class of capital stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Section. Such adjustment shall be made successively whenever any event listed above shall occur. (b) Adjustment for Rights Issue. ---------------------------- If the Company distributes any rights, options or warrants to all holders of its Common Stock entitling them for a period expiring within 45 days after the record date mentioned below to purchase shares of Common Stock or securities directly or indirectly convertible into or exchangeable for Common Stock (or options or rights with respect to such securities) at a price per share less than the current market price per share on that record date, the number of Warrant Shares issuable upon exercise of one Warrant shall be adjusted in accordance with the formula: N' = N x (O + A) ---------------- (O + (A x P)) - M where: N' = the adjusted number of Warrant Shares issuable upon exercise of one Warrant. N = the current number of Warrant Shares issuable upon exercise of one Warrant. O = the number of shares of Common Stock outstanding on the record date. A = the number of additional shares of Common Stock offered pursuant to such rights issuance. P = the offering price per share of the additional shares. M = the current market price per share of Common Stock on the record date. The adjustment shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the record date for the determination of stockholders entitled to receive the rights, options or warrants. If at the end of the period during which such rights, options or warrants are exercisable, not all rights, options or warrants shall have been exercised, the number of Warrant Shares issuable upon exercise of the Warrants shall be immediately readjusted to what it would have been if the shares represented by "A" in the above formula had been the number of shares actually issued. 8 (c) Adjustment for Other Distributions. ------------------------------------ If the Company distributes to all holders of its Common Stock any of its assets (including but not limited to cash), debt securities, or any rights or warrants to purchase debt securities, assets or other securities of the Company, the number of Warrant Shares issuable upon exercise of one Warrant shall be adjusted in accordance with the formula: N' = N x M --- M-F where: N' = the adjusted number of Warrant Shares issuable upon exercise of one Warrant. N = the current number of Warrant Shares issuable upon exercise of one Warrant. M = the current market price per share of Common Stock on the record date mentioned below. F = the fair market value on the record date of the assets, securities, rights or warrants applicable to one share of Common Stock. The Board of Directors shall determine the fair market value in good faith. The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. No adjustment shall be made pursuant to this subsection (c) if the fair market value on the applicable record date of the assets, securities, rights or warrants applicable to one share of Common Stock is equal to or greater than the current market price per share of Common Stock on such record date. This subsection does not apply to rights, options or warrants referred to in subsection (b) of this Section 10. (d) Adjustment for Common Stock Issue. ---------------------------------- If the Company issues shares of Common Stock for a consideration per share less than the current market price per share on the date the Company fixes the offering price of such additional shares, the number of Warrant Shares issuable upon exercise of one Warrant shall be adjusted in accordance with the formula: N' = N x A --- 9 O + P - M where: N' = the adjusted number of Warrant Shares issuable upon exercise of one Warrant. N = the then current number of Warrant Shares issuable upon exercise of one Warrant. O = the number of shares outstanding immediately prior to the issuance of such additional shares. P = the aggregate consideration received for the issuance of such additional shares. M = the current market price per share on the date of sale of such additional shares. A = the number of shares outstanding immediately after the issuance of such additional shares. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. This subsection (d) does not apply to: (1) any of the transactions described in subsections (b) and (c) of this Section 10, (2) the exercise of Warrants, or the conversion or exchange of other securities convertible or exchangeable for Common Stock, (3) Common Stock issued upon the exercise of warrants and stock options outstanding on the Issue Date, or (4) Common Stock issued in a bona fide public offering pursuant to a firm commitment underwriting. (e) Adjustment for Convertible Securities Issue. -------------------------------------------- If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 10) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the current market price per share on the date of issuance of such securities, the number of Warrant Shares issuable upon exercise of one Warrant shall be adjusted in accordance with this formula: N' = N x O + D ----- 10 O + P - M where: N' = the adjusted number of Warrant Shares issuable upon exercise of one Warrant. N = the then current number of Warrant Shares issuable upon exercise of one Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the current market price per share on the date of sale of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of Warrant Shares issuable upon exercise of one Warrant shall promptly be readjusted to the number of Warrant Shares issuable upon exercise of one Warrant which would then be in effect had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to convertible securities issued in a bona fide public offering pursuant to a firm commitment underwriting. (f) Current Market Price. --------------------- In Sections 5 and 11 and in subsections (b), (c), (d) and (e) of this Section 10 the current market price per share of Common Stock on any date is the average of the Quoted Prices of the Common Stock for 30 consecutive trading days commencing 45 trading days before the date in question. The "Quoted Price" of the Common Stock is the last reported sales price of the Common Stock as reported by NASDAQ, National Market System, or if the Common Stock is listed on a securities exchange, the last reported sales price of the Common Stock on such exchange which shall be for consolidated trading if applicable to such exchange, or if neither so reported or listed, the last reported bid price of the Common Stock. In the absence of such quotations, the Board of Directors of the Company shall determine the current market price (i) based on the most recently completed arm's-length transaction between the Company and a person other than an Affiliate of the Company and the closing of which occurs on such date or 11 shall have occurred within the three months preceding such date or (ii) if no such transaction shall have occurred on such date or within such three-month period, the value of the security determined in good faith by (A) the Board of Directors of the Company, which determination shall be described in a Board resolution or (B) by an independent nationally recognized investment banking firm or appraisal firm. (g) Consideration Received. ----------------------- For purposes of any computation respecting consideration received pursuant to subsections (d) and (e) of this Section 10, the following shall apply: (1) in the case of the issuance of shares of Common Stock for cash, the consideration shall be the amount of such cash, provided that in no case shall any deduction be made for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in connection therewith; (2) in the case of the issuance of shares of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair market value thereof as determined in good faith by the Board of Directors (irrespective of the accounting treatment thereof), whose determination shall be conclusive, absent manifest error, and described in a Board resolution; (3) in the case of the issuance of securities convertible into or exchangeable for shares, the aggregate consideration received therefor shall be deemed to be the consideration received by the Company for the issuance of such securities plus the additional minimum consideration, if any, to be received by the Company upon the conversion or exchange thereof (the consideration in each case to be determined in the same manner as provided in clauses (1) and (2) of this subsection). (h) When De Minimis Adjustment May Be Deferred. ------------------------------------------ No adjustment in the number of Warrant Shares issuable upon exercise of one Warrant need be made unless the adjustment would require an increase or decrease of at least 1% in the number of Warrant Shares issuable upon exercise of one Warrant. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section shall be made to the nearest 1/100th of a share. (i) When No Adjustment Required. --------------------------- No adjustment need be made for a transaction referred to in Section 10(a), (b), (c), (d) or (e), if Holders are to participate (without being required to exercise their Warrants) in the transaction on a basis and with notice that the Board of Directors of the Company determines to be fair and appropriate in light of the basis and notice on which Holders of Common Stock participate in the transaction. 12 No adjustment need be made for rights to purchase Common Stock pursuant to a Company plan for reinvestment of dividends or interest. No adjustment need be made for a change in the par value or no par value of the Common Stock. To the extent the Warrants become convertible into cash, no adjustment need be made thereafter as to the cash. Interest will not accrue on the cash. (j) Notice of Adjustment. -------------------- Whenever the number of Warrant Shares issuable upon exercise of one Warrant is adjusted, the Company shall provide the notices required by Section 12 hereof. (k) Reorganization of Company. -------------------------- If the Company consolidates or merges with or into, or transfers or leases all or substantially all its assets to, any person, upon consummation of such transaction the Warrants shall automatically become exercisable for the kind and amount of securities, cash or other assets which the Holder of a Warrant would have owned immediately after the consolidation, merger, transfer or lease if the Holder had exercised the Warrant immediately before the effective date of the transaction. Concurrently with the consummation of such transaction, the corporation formed by or surviving any such consolidation or merger if other than the Company, or the person to which such sale or conveyance shall have been made, shall enter into a supplemental Warrant Agreement so providing and further providing for adjustments which shall be as nearly equivalent as may be practical to the adjustments provided for in this Section. The successor company shall mail to Holders a notice describing the supplemental Warrant Agreement as soon as reasonably practicable after the execution of any such supplemental Warrant Agreement. If the issuer of securities deliverable upon exercise of Warrants under the supplemental Warrant Agreement is an affiliate of the formed, surviving, transferee or lessee corporation, that issuer shall join in the supplemental Warrant Agreement. If this subsection (k) applies, subsections (a), (b), (c), (d) and (e) of this Section 10 do not apply. (l) Company Determination Final. --------------------------- Any determination that the Company or the Board of Directors must make pursuant to subsection (a), (b), (c), (d), (e), (f), (g), (h) or (i) of this Section 10 which is made in good faith shall be conclusive absent manifest error. 13 (m) When Issuance or Payment May Be Deferred. ---------------------------------------- In any case in which this Section 10 shall require that an adjustment in the number of Warrant Shares issuable upon exercise of one Warrant be made effective as of a record date for a specified event, the Company may elect to defer until the occurrence of such event (i) issuing to the Holder of any Warrant exercised after such record date the Warrant Shares and other capital stock of the Company, if any, issuable upon such exercise over and above the Warrant Shares and other capital stock of the Company, if any, issuable upon such exercise on the basis of the current number of Warrant Shares issuable upon exercise of one Warrant and (ii) paying to such Holder any amount in cash in lieu of a fractional share pursuant to Section 11; provided, however, that the --------- ------- Company shall deliver to such Holder a due bill or other appropriate instrument evidencing such Holder's right to receive such additional Warrant Shares, other capital stock and cash upon the occurrence of the event requiring such adjustment. (n) Adjustment in Exercise Price. ---------------------------- Upon each adjustment of the number of Warrant Shares pursuant to this Section 10, the Exercise Price for each Warrant outstanding prior to the making of the adjustment in the number of Warrant Shares shall thereafter be adjusted to the Exercise Price (calculated to the nearest hundredth of one cent) obtained from the following formula: E'= E x N -- N' where: E' = the adjusted Exercise Price. E = the Exercise Price prior to adjustment. N' = the adjusted number of Warrant Shares issuable upon exercise of a Warrant. N = the number or Warrant Shares previously issuable upon exercise of a Warrant prior to adjustment. (o) Form of Warrants. ----------------- Irrespective of any adjustments in the number or kind of shares purchasable upon the exercise of the Warrants, Warrants theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the Warrants initially issuable pursuant to this Agreement. SECTION 10. Fractional Interests. Any one Warrant may be exercised -------------------- only in full and not in part. The Company shall not be required to issue fractional Warrant Shares on the exercise of Warrants. If more than one Warrant shall be presented for exercise at the same time by the same Holder, the number of full Warrant Shares which shall be issuable upon the exercise 14 thereof shall be computed on the basis of the aggregate number of Warrant Shares purchasable on exercise of the Warrants so requested to be exercised. If any fraction of a Warrant Share would, except for the provisions of this Section 11, be issuable on the exercise of any Warrants (or specified portion thereof), the Company shall pay an amount in cash equal to the product of (i) such fraction of a Warrant Share and (ii) the difference between the current market price of a share of Common Stock and the Exercise Price. SECTION 11. Notices to Warrant Holders. Upon any adjustment of the -------------------------- Exercise Price or the number of Warrant Shares issuable upon exercise of one Warrant pursuant to Section 10, the Company shall promptly thereafter (i) cause to be filed with the Company a certificate which includes the report of a firm of independent public accountants of recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price and the number of Warrant Shares issuable upon exercise of one Warrant after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based, which certificate shall be conclusive evidence of the correctness of the matters set forth therein absent manifest error, and (ii) cause to be given to each of the registered Holders of the Warrant Certificates at his or her address appearing on the Warrant register written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 12. In case: (a) of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the conveyance or transfer of the properties and assets of the Company substantially as an entirety, or of any reclassification or change of Common Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or a tender offer or exchange offer for shares of Common Stock; or (b) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (c) the Company proposes to take any action which would require an adjustment of the number of Warrant Shares issuable upon exercise of one Warrant pursuant to Section 10; then the Company shall cause to be given to each of the registered Holders of the Warrant Certificates at his or her address appearing on the Warrant register, at least 20 days (or 10 days in any case specified in clauses (a) or (b) above) prior to the applicable record date hereafter specified, or promptly in the case of events for which there is no record date, by first class mail, postage prepaid, a written notice stating (i) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such rights, options, warrants or distribution are to be determined, or (ii) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (iii) the date on which any such consolidation, merger, conveyance, 15 transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of shares of Common Stock shall be entitled to exchange such shares for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. The failure to give the notice required by this Section 12 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action. Nothing contained in this Agreement or in any of the Warrant Certificates shall be construed as conferring upon the Holders thereof the right to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of Directors of the Company or any other matter, or any rights whatsoever as shareholders of the Company. SECTION 12. Notices to Company and Warrant Holder. Any notice or ------------------------------------- demand authorized by this Agreement to be given or made by the registered Holder of any Warrant Certificate to or on the Company shall be sufficiently given or made when and if deposited in the mail, first class or registered, postage prepaid, addressed to the office of the Company expressly designated by the Company at its office for purposes of this Agreement (until the Holders are otherwise notified in accordance with this Section by the Company), as follows: Concentra Inc. 5080 Spectrum Drive Suite 400 West Tower Addison, Texas 75001 Attention: General Counsel Facsimile: (972) 364-8043 Any notice pursuant to this Agreement to be given by the Company to the registered Holder(s) of any Warrant Certificate shall be sufficiently given when and if deposited in the mail, first class or registered, postage prepaid, addressed (until the Company is otherwise notified in accordance with this Section by such Holder) to such Holder at the address appearing on the Warrant register of the Company. SECTION 13. Supplements and Amendments. The Company may from time -------------------------- to time supplement or amend this Agreement without the approval of any Holders of Warrant Certificates in order to cure any ambiguity or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision herein, or to make any other provisions in regard to matters or questions arising hereunder which the Company may deem necessary or desirable and which shall not in any way adversely affect the interests of the Holders of Warrant Certificates or discriminate against any Holder of Warrant Certificates. Any amendment or supplement to this Agreement that has an adverse effect on the interests of Holders shall require the written consent of registered Holders of two-thirds of the then outstanding Warrant Shares issued or issuable upon exercise of the Warrants (excluding Warrant Shares held by the Company or any of its Affiliates). The consent of each Holder of a Warrant affected shall be required for any amendment pursuant to which the number of Warrant Shares 16 purchasable upon exercise of Warrants would be decreased or the Exercise Price increased (other than in accordance with Section 10 or 11 hereof). SECTION 14. Successors. All the covenants and provisions of this ---------- Agreement by or for the benefit of the Company shall bind and inure to the benefit of its respective successors and assigns hereunder. SECTION 15. Termination. This Agreement (except for the ----------- restrictions on transfer of Warrant Shares specified in Section 4) shall terminate at 5:00 p.m., New York City time on November 1, 2011. SECTION 16. Governing Law. THIS AGREEMENT AND EACH WARRANT ------------- CERTIFICATE ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF SAID STATE. SECTION 17. Benefits of This Agreement. Nothing in this Agreement -------------------------- shall be construed to give to any person or corporation other than the Company and the registered Holders of the Warrant Certificates or Warrant Shares any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of the Company and the registered Holders of the Warrant Certificates and the Warrant Shares. SECTION 18. Counterparts. This Agreement may be executed in any ------------ number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be duly executed by their respective authorized officers as of the day and year first above written. CONCENTRA INC. By: /s/ Richard A. Parr II ---------------------------------------- Name: Richard A. Parr II Title: Executive Vice President, General Counsel and Secretary 17 WELSH, CARSON, ANDERSON & STOWE VIII, L.P. By: WCAS VIII Associates, L.L.C., General Partner By: /s/ Jonathan M. Rather ----------------------------------------- Managing Member WCAS HEALTHCARE PARTNERS, L.P. By: WCAS HC Partners, General Partner By: /s/ Jonathan M. Rather ----------------------------------------- General Partner Patrick J. Welsh Russell L. Carson Bruce K. Anderson Andrew M. Paul Thomas E. McInerney Robert A. Minicucci Anthony J. deNicola Paul B. Queally Lawrence B. Sorrel D. Scott Mackesy Priscilla A. Newman Laura M. VanBuren Sean M. Traynor John Almedia, Jr. Jonathan M. Rather By: /s/ Jonathan M. Rather ----------------------------------------- Jonathan M. Rather, Individually and as Attorney-in-Fact WCAS MANAGEMENT CORP. By:___________________________________ Name: Title: J.P. MORGAN DIRECT CORPORATE FINANCE INSTITUTIONAL INVESTORS LLC By:___________________________________ Name: Title: J.P. MORGAN DIRECT CORPORATE FINANCE PRIVATE INVESTORS LLC By:___________________________________ Name: Title: 522 FIFTH AVENUE FUND, L.P. By:___________________________________ Name: Title: CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By:_____________________________________ Name: Title: CMS PEP XIV CO-INVESTMENT SUBPARTNERSHIP By:___________________________________ Richard A. Mitchell Authorized Representative EURAZEO By:___________________________________ Name: Title: DB CAPITAL INVESTORS, L.P. By: DB Capital Partners, L.P., its General Partner By: DB Capital Partners, Inc., its General Partner By:________________________________ Name: Title: 18 GS PRIVATE EQUITY PARTNERS II, L.P. By: GS PEP II Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Member By:__________________________________________________________ Name: Title: GS PRIVATE EQUITY PARTNERS II OFFSHORE, L.P. By: GS PEP II Offshore Advisors, Inc., its General Partner By:__________________________________________________________ Name: Title: GS PRIVATE EQUITY PARTNERS II - DIRECT INVESTMENT FUND, L.P. By: GS PEP II Direct Investment Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Member By:__________________________________________________________ Name: Title: 19 GS PRIVATE EQUITY PARTNERS III, L.P. By: GS PEP III Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Partner By:_____________________________________________________ Name: Title: GS PRIVATE EQUITY PARTNERS III OFFSHORE, L.P. By: GS PEP III Offshore Advisors, Inc., its General Partner By:_____________________________________________________ Name: Title: NBK/GS PRIVATE EQUITY PARTNERS, L.P. By: GS PEP Offshore Advisors (NBK), Inc. General Partner By:_____________________________________________________ Name: Title: 20 HAMILTON LANE PRIVATE EQUITY PARTNERS, L.P. By: HLSP Investment Management, LLC, its General Partner By: ___________________________________________ Mario L. Giannini Managing Member HAMILTON LANE PRIVATE EQUITY FUND, PLC By: ___________________________________________ Mario L. Giannini, Director By: ___________________________________________ Leslie Brun, Director 21 NASSAU CAPITAL PARTNERS IV L.P. By:_____________________________________ Name: Title: NAS PARTNERS LLC By:_____________________________________ Name: Title: A.S.F. CO-INVESTMENT PARTNERS, L.P. By: PAF 10/98, LLC By: Old Kings I, LLC, as Managing Member By:_________________________________________ Name: Title: NEW YORK LIFE CAPITAL PARTNERS, L.P. By: NYLCAP Manager LLC, its Investment Manager By:___________________________________________ Name: Title: FERRER FREEMAN THOMPSON & CO., LLC on behalf of FFT PARTNERS II, L.P. and as its General Partner By:___________________________________________ Name: Title: 22 EXHIBIT A [Form of Warrant Certificate] [Face] "THIS SECURITY (OR ITS PREDECESSOR)(AND THE WARRANT SHARES ISSUABLE PURSUANT THERETO) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER: (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (C) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (2) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE WARRANTS REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THE STOCKHOLDERS AGREEMENT DATED AS OF AUGUST 17, 1999, AS AMENDED, A COPY OF WHICH IS ON FILE AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES. EXERCISABLE ON OR BEFORE 5:00 P.M. NEW YORK CITY TIME ON NOVEMBER 1, 2011. No. ____ Warrants Warrant Certificate Concentra Inc. This Warrant Certificate certifies that _____________, or registered assigns, is the registered holder of [_________] Warrants expiring November 1, 2011 (the "Warrants") to purchase Common Stock, $.01 par value (the "Common Stock"), of Concentra Inc., a Delaware corporation (the "Company"). Each Warrant entitles the holder upon exercise to receive from the Company on or before 5:00 p.m. New York City Time on November 1, 2011, one fully paid and nonassessable share of Common Stock (a "Warrant Share") at the exercise price (the "Exercise Price") of $.01 for each Warrant Share payable in lawful money of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office of the Company designated for such purpose, but only subject to the conditions set forth herein and in the Warrant Agreement referred to on the reverse hereof. In lieu of exercising this Warrant by paying in full the Exercise Price plus transfer taxes (if applicable pursuant to Section 6 of the Warrant Agreement), if any, the Warrant holder may, from time to time, convert this Warrant, in whole or in part, into a number of Warrant Shares determined by dividing (a) the aggregate current market price of the number of shares of Common Stock represented by the Warrants converted, minus the aggregate Exercise Price for such shares of Common Stock, minus transfer taxes, if any, by (b) the current market price of one share of Common Stock. The current market price shall be determined pursuant to Section 10(f) of the Warrant Agreement. The number of Warrant Shares and Additional Warrant Shares, if any, issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. No Warrant may be exercised after 5:00 p.m., New York City Time on November 1, 2011, and to the extent not exercised by such time such Warrants shall become void. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. IN WITNESS WHEREOF, Concentra Inc. has caused this Warrant Certificate to be signed by the appropriate officers, each by a facsimile of his signature, and has caused a facsimile of its corporate seal to be affixed hereunto or imprinted hereon. Dated: CONCENTRA INC. By:_____________________________ Name: Title: By:_____________________________ Name: Title: [Form of Warrant Certificate] [Reverse] The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants expiring November 1, 2011, entitling the holder on exercise to receive shares of Common Stock, $.01 par value, of the Company (the "Common Stock"), and are issued or to be issued pursuant to a Warrant Agreement dated as of November 1, 2001 (the "Warrant Agreement"), duly executed and delivered by the Company, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Subject to the terms of the Warrant Agreement, Warrants may be exercised at any time and from time to time until 5:00 p.m., New York City time, on November 1, 2011. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price in cash at the office of the Company designated for such purpose. In lieu of exercising this Warrant by paying in full the Exercise Price plus transfer taxes (if applicable pursuant to Section 6 of the Warrant Agreement), if any, the Warrant holder may, from time to time, convert this Warrant, in whole or in part, into a number of shares of Common Stock determined by dividing (a) the aggregate current market price of the number of Warrant Shares represented by the Warrants converted, minus the aggregate Exercise Price for such shares of Common Stock, minus transfer taxes, if any, by (b) the current market price of one share of Common Stock. The current market price shall be determined pursuant to Section 10(f) of the Warrant Agreement. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his assignee a new Warrant Certificate evidencing the number of Warrants not exercised. The Warrant Agreement provides that upon the occurrence of certain events the number of Warrant Shares issuable upon exercise of one Warrant set forth on the face hereof and the Exercise Price of a Warrant may, subject to certain conditions, be adjusted. No fractions of a share of Common Stock will be issued upon the exercise of any Warrant, but the Company will pay the cash value thereof determined as provided in the Warrant Agreement. The holders of the Warrants are entitled to certain registration rights with respect to the Common Stock purchasable upon exercise thereof. Said registration rights are set forth in a Registration Rights Agreement dated as of August 17, 1999 among the Company and the Holders, as amended. Warrant Certificates, when surrendered at the office of the Company by the registered holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Company a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. The Company may deem and treat the registered holder(s) thereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and the Company shall not be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entities any holder hereof to any rights of a stockholder of the Company. ASSIGNMENT FORM If you the Holder want to assign this Warrant, fill in the form below and have your signature guaranteed: I or we assign and transfer this Warrant to: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ (Print or type name, address and zip code and social security or tax ID number of assignee) and irrevocably appoint , agent to transfer this Warrant on the books of the Company. The agent may substitute another to act for him. Date: Signed: (Signed exactly as your name appears on the other side of this Warrant) Signature Guarantee: ____________________________ The undersigned confirms that this Warrant is being transferred: [Check One] --------- (1) __ to the Company or a subsidiary thereof; (2) __ pursuant to the exemption from registration provided by Rule 144 under the Securities Act; (3) __ pursuant to another available exemption from the registration requirements of the Securities Act; or (4) __ pursuant to an effective registration statement under the Securities Act. Unless one of the boxes is checked, the Company will refuse to register any of the Warrants evidenced by this certificate in the name of any person other than the registered holder thereof; provided that if box (3) is checked, the Company -------- may require, prior to registering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications and other information as the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. If none of the foregoing boxes is checked, the Company shall not be obligated to register this Warrant in the name of any person other than the holder hereof unless and until the conditions to any such transfer of registration set forth herein shall have been satisfied. Date: Signed: (Signed exactly as your name appears on the other side of this Warrant) Signature Guarantee: [Form of Election to Purchase] (To Be Executed Upon Exercise Of Warrant) The undersigned hereby irrevocably elects to exercise the Warrant, represented by this Warrant Certificate, to ____ receive shares of Common Stock and herewith (check item) (i) tenders payment for such shares to the order of Concentra Inc. in the amount of $____ in accordance with the terms hereof; or (ii) converts this Warrant, in whole or in part, into a number of shares of Common Stock determined by dividing (a) the aggregate current market price of the number of shares of Common Stock represented by this Warrant, minus the aggregate Exercise Price for such shares of Common Stock, minus transfer taxes, if any, by (b) the current market price of one share of Common Stock. The undersigned requests that a certificate for such shares be registered in the name of __________, whose address is ________ , and that such shares be delivered to ___________, whose address is ___________. If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of ______________,whose address is __________________, and that such Warrant Certificate be delivered to, whose address is ________________________. Signature: Date: Signature Guaranteed: EX-4.14 8 dex414.txt AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGMT. Exhibit 4.14 ------------ AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") --------- dated as of November 1, 2001 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 "FFT 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 "FFT Purchasers" (the "FFT 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, the Company proposes to issue (1) an aggregate 2,266,546 shares of Company Common Stock (the "New Common Shares") and (2) warrants to ----------------- acquire an aggregate 771,277 shares of Company Common Stock (the "New Warrants" ------------ and, together with the New Common Shares, the "New Securities") pursuant to the -------------- terms and conditions of a Securities Purchase Agreement (the "Securities ---------- 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 Securities, 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; WHEREAS, it is a condition to the respective obligations of the Company and the Purchasing Stockholders under the Securities 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 FFT 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 and the shares of Company Common Stock issuable upon exercise of the New Warrants (the "Warrant 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 to insert in the appropriate alphabetical order the following new definitions: " 'New Common Shares' shall have the meaning provided in Amendment -------------- No. 1 to this Agreement dated as of November 1, 2001." " 'Warrant Shares' shall have the meaning provided in Amendment No. -------------- 1 to this Agreement dated as of November 1, 2001." (b) The definition of Restricted Stock appearing in Section 1 of the Registration Rights Agreement is deleted in its entirety and replaced with the following new definition: " 'Restricted Stock' shall mean any shares of Company Capital Stock, ---------------- the certificates for which are required to bear the legend set forth in Section 2 hereof (including, without limitation, all of the New Common Shares and any and all Warrant Shares from time to time outstanding) held by any party to this Agreement." (c) Section 3 of the Registration Rights Agreement is amended to insert the text "as amended," immediately after the text "Stockholders Agreement, dated as of the date hereof among the Company and the Purchasers," appearing in the first sentence thereof. (d) Schedule I to the Registration Rights Agreement is deleted in its entirety and replaced by Schedule I to this Amendment. (e) Schedule II to the Registration Rights Agreement is deleted in its entirety and replaced by Schedule II to this Amendment. 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 Registration Rights Agreement. [signature pages follow] 3 IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment No. 1 to Registration Rights Agreement, all as of the day and year first above written. CONCENTRA INC. By_______________________________________ Name: Richard A. Parr II Title: Executive Vice President, General Counsel and Secretary _________________________________________ Name: 4 WELSH, CARSON, ANDERSON & STOWE VIII, L.P. By: WCAS VIII Associates, L.L.C., General Partner By:________________________________________ Managing Member WCAS HEALTHCARE PARTNERS, L.P. By: WCAS HC Partners, General Partner By:________________________________________ General Partner Patrick J. Welsh Russell L. Carson Bruce K. Anderson Andrew M. Paul Thomas E. McInerney Robert A. Minicucci Anthony J. deNicola Paul B. Queally Lawrence B. Sorrel D. Scott Mackesy Priscilla A. Newman Laura M. VanBuren Sean M. Traynor John Almedia, Jr. Jonathan M. Rather By:________________________________________ Jonathan M. Rather, Individually and as Attorney-in-Fact 5 WCAS MANAGEMENT CORP. By:___________________________________ Name: Title: J.P. MORGAN DIRECT CORPORATE FINANCE INSTITUTIONAL INVESTORS LLC By:______________________________ Name: Title: J.P. MORGAN DIRECT CORPORATE FINANCE PRIVATE INVESTORS LLC By:______________________________ Name: Title: 522 FIFTH AVENUE FUND, L.P. By:______________________________ Name: Title: CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By:____________________________________ Name: Title: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM By:____________________________________ Name: Title: 6 CMS CO-INVESTMENT SUBPARTNERSHIP II By: CMS CO-INVESTMENT SUBPARTNERSHIP, a Delaware general partnership By: CMS Co-Investment Partners, L.P., a Delaware limited partnership By: CMS/Co-Investment Associates, L.P., a Delaware limited partnership By: MSPS/Co-Investment, Inc., a Delaware corporation By:_____________________ Its: By: CMS 1997 Investment Partners, L.P., a Delaware limited partnership By: CMS 1997, Inc., a Delaware corporation By:__________________ Its: By: CMS Co-Investment Partners I-Q, L.P., a Delaware limited partnership By: CMS/Co-Investment Associates, L.P., a Delaware limited partnership By: MSPS/Co-Investment, Inc. a Delaware corporation By:____________________ Its: By: CMS 1997 Investment Partners, L.P., a Delaware limited partnership By: CMS 1997, Inc., a Delaware corporation By:________________________ Its: By:_____________________________________ Ira Brind By:_____________________________________ Bruce Lindsay 7 CMS DIVERSIFIED PARTNERS, L.P. By: CMS/DP Associates, L.P, a general partner By: MSPS/DP, Inc., its general partner By:______________________ (Vice) President By: CMS 1995 Investment Partners, L.P, a general partner By: CMS 1995, Inc., its general partner By:____________________________ (Vice) President CMS PEP XIV CO-INVESTMENT SUBPARTNERSHIP By:_____________________________________ Richard Mitchell Authorized Representative EURAZEO By:___________________________________ Name: Title: DB CAPITAL INVESTORS, L.P. By: DB Capital Partners, L.P., its General Partner By: DB Capital Partners, Inc., its General Partner By:________________________________ Name: Title: 8 GS PRIVATE EQUITY PARTNERS II, L.P. By: GS PEP II Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Member By:___________________________________________________ Name: Title: GS PRIVATE EQUITY PARTNERS II OFFSHORE, L.P. By: GS PEP II Offshore Advisors, Inc., its General Partner By:___________________________________________________ Name: Title: GS PRIVATE EQUITY PARTNERS II - DIRECT INVESTMENT FUND, L.P. By: GS PEP II Direct Investment Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Member By:___________________________________________________ Name: Title: 9 GS PRIVATE EQUITY PARTNERS III, L.P. By: GS PEP III Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Partner By:____________________________________________ Name: Title: GS PRIVATE EQUITY PARTNERS III OFFSHORE, L.P. By: GS PEP III Offshore Advisors, Inc., its General Partner By:____________________________________________ Name: Title: NBK/GS PRIVATE EQUITY PARTNERS, L.P. By: GS PEP Offshore Advisors (NBK), Inc. General Partner By:____________________________________________ Name: Title: 10 HAMILTON LANE PRIVATE EQUITY PARTNERS, L.P. By: HLSP Investment Management, LLC, its General Partner By: _____________________________________ Mario L. Giannini Managing Member HAMILTON LANE PRIVATE EQUITY FUND, PLC By: _____________________________________ Mario L. Giannini, Director By: _____________________________________ Leslie Brun, Director 11 NASSAU CAPITAL PARTNERS III L.P. By:___________________________________ Name: Title: NASSAU CAPITAL PARTNERS IV L.P. By:___________________________________ Name: Title: NAS PARTNERS LLC By:___________________________________ Name: Title: A.S.F. CO-INVESTMENT PARTNERS, L.P. By: PAF 10/98, LLC By: Old Kings I, LLC, as Managing Member By:_________________________________________ Name: Title: NEW YORK LIFE CAPITAL PARTNERS, L.P. By: NYLCAP Manager LLC, its Investment Manager By:___________________________________________ Name: Title: 12 FERRER FREEMAN THOMPSON & CO., LLC on behalf of FFT PARTNERS I, L.P. and as its General Partner By:_____________________________________ Name: Title: and on behalf of FFT EXECUTIVE PARTNERS I, L.P. and as its General Partner By:_____________________________________ Name: Title: and on behalf of FFT PARTNERS II, L.P. and as its General Partner By:_____________________________________ Name: Title: 13 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 ----------- FFT Purchasers -------------- See attached. Address for FFT Purchasers: - --------------------------- c/o Ferrer Freeman Thompson & Co. The Mill 10 Glenville Street Greenwich, Connecticut 06831 Attention: Carlos Ferrer Telecopy: (203) 532-8016 with a copy to: Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Attention: David Golay Telecopy: (212) 859-8164 EX-4.15 9 dex415.txt AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGMT. EXHIBIT 4.15 AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") --------- dated as of November 5, 2001 by and among Concentra Inc., a Delaware corporation formerly known as Concentra Managed Care, Inc. (the "Company"), the several ------- Schedule I Purchasers signatory hereto and the several FFT Purchasers signatory hereto. 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 Schedule I Purchasers and the FFT Purchasers are parties to a Registration Rights Agreement dated as of August 17, 1999 (as amended, the "Registration Rights Agreement"); ----------------------------- WHEREAS, the Company, NHR Acquisition Company, Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("Merger Corp"), and ----------- National Health Resources, Inc., a Delaware corporation ("NHR") are parties to a --- Merger Agreement dated as of the date hereof (the "Merger Agreement"), pursuant ---------------- to which, at the Effective Time (such term being used in this Agreement as defined in the Merger Agreement), Merger Corp will be merged (the "Merger") with ------ and into NHR with NHR surviving the Merger as a wholly-owned subsidiary of the Company; WHEREAS, pursuant to and in accordance with the Merger Agreement, at the Effective Time, all shares of capital stock of NHR held by the stockholders of NHR (other than those which are Schedule I Purchasers or Affiliates thereof) (the "NHR Holders") shall be converted into the right to receive cash and/or ---------------- shares of Company Common Stock (such shares, the "NHR Shares"); ---------- WHEREAS, it is a condition to the obligation of NHR to consummate the Merger that the Company shall have executed and delivered a Stockolders Agreement in the form of Exhibit A hereto (the "NHR Stockholders Agreement") --------- -------------------------- pursuant to which the NHR Holders shall be granted certain registration rights relating to the NHR Shares; and WHEREAS, the parties hereto desire to execute and deliver this Amendment in order to fulfill such condition and permit the Company to grant such registration rights contemplated by the NHR Stockholders Agreement; 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. Operative Provisions. -------------------- (a) Section 4(c) of the Registration Rights Agreement is amended by deleting the text "sold by the Company for its own account" appearing in the first sentence thereof and inserting the text "sold by the Company or its own account or for the account of others stockholders of the Company" in lieu thereof. (b) Notwithstanding anything to the contrary contained in Section 13(d) of the Registration Rights Agreement, the holders of a majority in interest of the Restricted Stock held by the Schedule I Purchasers and the holders of a majority in interest of the Restricted Stock held by the FFT Purchasers consent to the Company's execution, delivery and performance of the NHR Stockholders Agreement. 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. (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. 2 to Registration Rights Agreement, all as of the day and year first above written. CONCENTRA INC. By: /s/ RICHARD A. PARR II ------------------------------------- Name: Richard A. Parr II Title: Executive Vice President, General Counsel and Secretary WELSH, CARSON, ANDERSON & STOWE VIII, L.P. By: WCAS VIII Associates, L.L.C., General Partner By:______________________________________ Managing Member WCAS HEALTHCARE PARTNERS, L.P. By: WCAS HC Partners, General Partner By:______________________________________ General Partner Patrick J. Welsh Russell L. Carson Bruce K. Anderson Andrew M. Paul Thomas E. McInerney Robert A. Minicucci Anthony J. deNicola Paul B. Queally Lawrence B. Sorrel D. Scott Mackesy Priscilla A. Newman Laura M. VanBuren Sean M. Traynor John Almedia, Jr. Jonathan M. Rather By: /s/ JONATHAN M. RATHER ------------------------------------- Jonathan M. Rather, Individually and as Attorney-in-Fact WCAS MANAGEMENT CORP By:______________________________________ Name: Title: J.P. MORGAN DIRECT CORPORATE FINANCE INSTITUTIONAL INVESTORS LLC By:______________________________________ Name: Title: J.P. MORGAN DIRECT CORPORATE FINANCE PRIVATE INVESTORS LLC By:______________________________________ Name: Title: 522 FIFTH AVENUE FUND, L.P. By:______________________________________ Name: Title: CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By:______________________________________ Name: Title: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM By:______________________________________ Name: Title: CMS CO-INVESTMENT SUBPARTNERSHIP II By: CMS CO-INVESTMENT SUBPARTNERSHIP, a Delaware general partnership By: CMS Co-Investment Partners, L.P., a Delaware limited partnership By: CMS/Co-Investment Associates, L.P., a Delaware limited partnership By: MSPS/Co-Investment, Inc., a Delaware corporation By:______________________________ Its: By: CMS 1997 Investment Partners, L.P., a Delaware limited partnership By: CMS 1997, Inc., a Delaware corporation By:______________________ Its: By: CMS Co-Investment Partners I-Q, L.P., a Delaware limited partnership By: CMS/Co-Investment Associates, L.P., a Delaware limited partnership By: MSPS/Co-Investment, Inc. a Delaware corporation By:______________________ Its: By: CMS 1997 Investment Partners, L.P., a Delaware limited partnership By: CMS 1997, Inc., a Delaware corporation By:__________________________ Its: By: /s/ IRA BRIND ------------------------------------- Ira Brind By: /s/ BRUCE LINDSAY ------------------------------------- Bruce Lindsay CMS DIVERSIFIED PARTNERS, L.P. By: CMS/DP Associates, L.P, a general partner By: MSPS/DP, Inc., its general partner By:______________________________________ (Vice) President By: CMS 1995 Investment Partners, L.P, a general partner By: CMS 1995, Inc., its general partner By:______________________________ (Vice) President CMS PEP XIV CO-INVESTMENT SUBPARTNERSHIP By: /s/ RICHARD MITCHELL ------------------------------------- Richard Mitchell Authorized Representative EURAZEO By:______________________________________ Name: Title: DB CAPITAL INVESTORS, L.P. By: DB Capital Partners, L.P., its General Partner By: DB Capital Partners, Inc., its General Partner By:______________________________________ Name: Title: GS PRIVATE EQUITY PARTNERS II, L.P. By: GS PEP II Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Member By:______________________________________ Name: Title: GS PRIVATE EQUITY PARTNERS II OFFSHORE, L.P. By: GS PEP II Offshore Advisors, Inc., its General Partner By:______________________________________ Name: Title: GS PRIVATE EQUITY PARTNERS II - DIRECT INVESTMENT FUND, L.P. By: GS PEP II Direct Investment Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Member By:______________________________________ Name: Title: GS PRIVATE EQUITY PARTNERS III, L.P. By: GS PEP III Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Partner By:______________________________________ Name: Title: GS PRIVATE EQUITY PARTNERS III OFFSHORE, L.P. By: GS PEP III Offshore Advisors, Inc., its General Partner By:______________________________________ Name: Title: NBK/GS PRIVATE EQUITY PARTNERS, L.P. By: GS PEP Offshore Advisors (NBK), Inc. General Partner By:______________________________________ Name: Title: HAMILTON LANE PRIVATE EQUITY PARTNERS, L.P. By: HLSP Investment Management, LLC, its General Partner By: /s/ MARIO L. GIANNINI ------------------------------------- Mario L. Giannini Managing Member HAMILTON LANE PRIVATE EQUITY FUND, PLC By: /s/ MARIO L. GIANNINI ------------------------------------- Mario L. Giannini, Director By: /s/ LESLIE BRUN ------------------------------------- Leslie Brun, Director NASSAU CAPITAL PARTNERS III L.P. By:______________________________________ Name: Title: NASSAU CAPITAL PARTNERS IV L.P. By:______________________________________ Name: Title: NAS PARTNERS LLC By:______________________________________ Name: Title: A.S.F. CO-INVESTMENT PARTNERS, L.P. By: PAF 10/98, LLC By: Old Kings I, LLC, as Managing Member By:______________________________________ Name: Title: NEW YORK LIFE CAPITAL PARTNERS, L.P. By: NYLCAP Manager LLC, its Investment Manager By:______________________________________ Name: Title: FERRER FREEMAN THOMPSON & CO., LLC on behalf of FFT PARTNERS I, L.P. and as its General Partner By:______________________________________ Name: Title: and on behalf of FFT EXECUTIVE PARTNERS I, L.P. and as its General Partner By:______________________________________ Name: Title: and on behalf of FFT PARTNERS II, L.P. and as its General Partner By:______________________________________ Name: Title: EXHIBIT A --------- Form of NHR Stockholders Agreement ---------------------------------- EX-10.2 10 dex102.txt SECURITIES PURCHASE AGREEMENT Exhibit 10.2 ------------ SECURITIES PURCHASE AGREEMENT among CONCENTRA INC. and THE SEVERAL PURCHASERS NAMED ON SCHEDULE I HERETO Dated as of November 1, 2001 TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF THE SECURITIES; CLOSING; USE OF PROCEEDS SECTION 1.01 Purchase and Sale of the Securities..............................1 SECTION 1.02 Closing. .......................................................2 SECTION 1.03 Use of Proceeds. ...............................................2 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY SECTION 2.01 Organization, Corporate Power and Qualifications................2 SECTION 2.02 Subsidiaries....................................................3 SECTION 2.03 Authorization of Agreements, Etc. .............................3 SECTION 2.04 Validity........................................................3 SECTION 2.05 Capitalization..................................................4 SECTION 2.06 Financial Statements; Absence of Undisclosed Liabilities; No Material Adverse Change......................................4 SECTION 2.07 Subsidiary SEC Filings..........................................5 SECTION 2.08 Governmental Approvals..........................................5 SECTION 2.09 Litigation, Etc.................................................5 SECTION 2.10 Compliance with Laws; Permits...................................6 SECTION 2.11 Title to Properties.............................................6 SECTION 2.12 Tax Matters.....................................................6 SECTION 2.13 Labor and Employment Matters....................................7 SECTION 2.14 Intellectual Property...........................................7 SECTION 2.15 Insurance.......................................................8 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS SECTION 3.01 Authorization...................................................8 SECTION 3.02 Validity........................................................8 SECTION 3.03 Investment Representations......................................8 ARTICLE IV i CONDITIONS PRECEDENT SECTION 4.01 Conditions Precedent to the Obligations of the Purchasers.......9 SECTION 4.02 Conditions Precedent to the Obligations of the Company.........11 ARTICLE V MISCELLANEOUS SECTION 5.01 Expenses, Etc..................................................12 SECTION 5.02 Survival of Agreements.........................................12 SECTION 5.03 Parties in Interest; Third Party Beneficiaries.................12 SECTION 5.04 Notices........................................................12 SECTION 5.05 Entire Agreement; Amendment; Assignment........................13 SECTION 5.06 Brokerage......................................................13 SECTION 5.07 Counterparts...................................................13 SECTION 5.08 Headings.......................................................14 SECTION 5.09 Severability...................................................14 SECTION 5.10 Governing Law..................................................14 SECTION 5.11 Jurisdiction and Venue.........................................14 SECTION 5.12 Joinders.......................................................14 ii INDEX TO EXHIBITS AND SCHEDULES Exhibit Description - ------- ----------- A Form of Registration Rights Agreement Amendment B Form of Stockholders Agreement Amendment C Form of Warrant Agreement Amendment D Form of Warrant Agreement E Form of Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol Schedule Description - -------- ----------- I Purchasers/Purchase Price II Wire Transfer Instructions 2.05 Capitalization 2.06 Financial Statements iii SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of --------- November 1, 2001 among CONCENTRA INC., a Delaware corporation (the "Company"), ------- and the several persons named on Schedule I hereto (the "Purchasers"). ---------- W I T N E S S E T H: -------------------- WHEREAS, subject to the terms and conditions set forth herein, the Company wishes to issue, sell and deliver to the Purchasers, and the Purchasers, acting severally and not jointly, wish to purchase from the Company, at a purchase price of $22.06 per share, (A) an aggregate 2,266,546 shares (the "Shares") of Common Stock, $.01 par value, of the Company ("Common Stock") and ------ ------------ (B) warrants to purchase an aggregate 771,277 shares of Common Stock (the "Warrants" and, together with the Shares, the "Securities"). -------- ---------- NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE I PURCHASE AND SALE OF THE SECURITIES; CLOSING; USE OF PROCEEDS SECTION 1.01 Purchase and Sale of the Securities . (a) Subject to ----------------------------------- the terms and conditions set forth herein, on the Closing Date (as hereinafter defined), the Company shall issue, sell and deliver to each Purchaser, and each Purchaser, acting severally and not jointly, shall purchase from the Company, (A) the number of Shares set forth opposite the name of such Purchaser on Schedule I hereto under the caption "Shares" and (B) a warrant to purchase the number of shares of Common Stock set forth opposite the name of such Purchaser on Schedule I hereto under the caption "Warrants". (b) On the Closing Date, the Company shall issue to each Purchaser (i) a certificate in definitive form (a "Stock Certificate"), registered in the ----------------- name of such Purchaser, representing the number of Shares being purchased by such Purchaser hereunder and (ii) a certificate in the form of Exhibit A to the Warrant Agreement (as hereinafter defined) (a "Warrant Certificate"), registered ------------------- in the name of such Purchaser, representing the number of Warrants being purchased by such Purchaser hereunder. (c) As payment in full for the Securities being purchased by such Purchaser on the Closing Date, and against delivery thereof as aforesaid, on the Closing Date, each Purchaser, acting severally and not jointly, shall transfer to the account designated on Schedule II hereto immediately available funds in the amount set forth opposite the name of such Purchaser on Schedule I hereto under the caption "Purchase Price". 1 SECTION 1.02 Closing. Subject to the terms and conditions set forth ------- herein, the purchase and sale of the Securities contemplated by Section 1.01 above (the "Closing") shall take place at the offices of Reboul, MacMurray, ------- Hewitt, Maynard & Kristol, 45 Rockefeller Plaza, New York, New York 10111, on November 1, 2001 (the "Closing Date"). ------------ SECTION 1.03 Use of Proceeds. All proceeds from the sale of the --------------- Securities hereunder shall be used by the Company and its Subsidiaries (as hereinafter defined) to consummate the acquisitions of National Healthcare Resources, Inc. and Health Network Systems, LLC and pay transaction expenses incurred in connection with the consummation of such acquisitions and the sale of the Securities. ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to each Purchaser as follows: SECTION 2.01 Organization, Corporate Power and Qualifications . (a) ------------------------------------------------ The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the corporate power and authority necessary to own or lease and operate its properties and assets and to carry on its business as now being conducted and (iii) is duly qualified, in good standing as a foreign corporation and authorized to do business in all jurisdictions in which the conduct of its business or the ownership or operation of its properties makes such qualification or authorization necessary and in which the failure to be so qualified or authorized would have a material adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of the Company and its Subsidiaries taken as a whole (a "Material Adverse Effect"). ----------------------- (b) The Company has the corporate power and authority necessary to (A) execute and deliver this Agreement, the Registration Rights Agreement Amendment (as hereinafter defined), the Stockholders Agreement Amendment (as hereinafter defined), the Warrant Agreement Amendment (as hereinafter defined), the Warrant Agreement (as hereinafter defined), the Stock Certificates, the Warrant Certificates and each other certificate, agreement or instrument to be executed and delivered by it in connection with this Agreement and the transactions contemplated hereby (the Registration Rights Agreement Amendment, the Stockholders Agreement Amendment, the Warrant Agreement Amendment, the Warrant Agreement, the Stock Certificates, the Warrant Certificates and such other certificates, agreements and instruments, collectively, the "Ancillary --------- Agreements") and (B) perform its obligations under this Agreement and the - ---------- Ancillary Agreements, including, its obligation to issue and deliver the Securities and the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"). -------------- SECTION 2.02 Subsidiaries . (a) Each Subsidiary of the Company (i) ------------ is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (ii) has the corporate, partnership or 2 limited liability company power and authority necessary to own or lease and operate its properties and assets and to carry on its business as now being conducted and (iii) is duly qualified, in good standing as a foreign corporation, partnership or limited liability company and authorized to do business in all jurisdictions in which the conduct of its business or the ownership or operation of its properties makes such qualification or authorization necessary and in which the failure to be so qualified or authorized would have a Material Adverse Effect. (b) All of the outstanding shares of capital stock or partnership or membership interests, as the case may be, of each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and, except as set forth in the Subsidiary SEC Filings (as hereinafter defined), are owned by the Company or by a wholly-owned Subsidiary of the Company, free and clear of any liens, claims, charges, restrictions, proxies, security interests or other encumbrances ("Liens"). ----- (c) As used herein, the term "Subsidiary" shall mean any ---------- corporation, partnership, limited liability company or other business entity, the majority of whose outstanding equity securities are at the time owned, directly or indirectly, by the Company and/or one or more other Subsidiaries of the Company. SECTION 2.03 Authorization of Agreements, Etc. (a) The Company's -------------------------------- execution, delivery and performance of this Agreement and the Ancillary Agreements and its issuance and delivery of the Securities and the Warrant Shares have been duly authorized by all requisite corporate action on the part of the Company and will not violate (x) any provision of Law (as hereinafter defined) or (y) the Restated Certificate of Incorporation or By-laws of the Company. (b) The Shares have been duly authorized by the Company and, when sold and paid for in accordance with this Agreement, will be duly authorized, validly issued and outstanding, fully paid and nonassessable shares of Common Stock. The Warrant Shares have been duly reserved for issuance upon exercise of the Warrants, and when sold and paid for in accordance with the provisions of the Warrant Agreement and the Warrant Certificates, will be duly authorized, validly issued and outstanding, fully paid and nonassessable shares of Common Stock. SECTION 2.04 Validity . This Agreement has been, and the Ancillary -------- Agreements will be at Closing, duly executed and delivered by the Company. This Agreement constitutes, and the Ancillary Agreements will constitute when executed and delivered by the Company at Closing, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that the enforceability thereof may be limited by (i) bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity (regardless of whether enforcement is brought in a proceeding at law or in equity). 3 SECTION 2.05 Capitalization . The authorized capital stock of the -------------- Company consists of (A) 5,000,000 shares of Class A Common Stock, $.01 par value ("Class A Common Stock"), of which 1,854,545 shares are issued and outstanding, -------------------- (B) 100,000,000 shares of Common Stock, of which 24,128,651 shares are issued and outstanding, and (C) 20,000,000 shares of Preferred Stock, $.01 par value, of which no shares are issued and outstanding. All such issued and outstanding shares of Class A Common Stock and Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth on Schedule 2.05 hereto, there are no outstanding rights, options, warrants or - ------------- other securities directly or indirectly exercisable or exchangeable for or convertible into capital stock of the Company and there is not any commitment (other than pursuant to this Agreement) of the Company to issue any shares of its capital stock or any rights, options, warrants or other securities directly or indirectly exercisable or exchangeable for or convertible into capital stock of the Company or to distribute to holders of any class of the Company's capital stock, any evidences of indebtedness or assets. None of the outstanding shares of capital stock of the Company were issued in violation of any preemptive rights of any stockholder of the Company or any right of first refusal or right of first offer or similar right in favor of any person and, except as contained in the Stockholders Agreement, no such rights exist. The Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof. SECTION 2.06 Financial Statements; Absence of Undisclosed -------------------------------------------- Liabilities; No Material Adverse Change . (a) Attached hereto as Schedule 2.06 - --------------------------------------- ------------- are true and complete copies of (x) the audited consolidated balance sheets of the Company as of December 31, 2000 and December 31, 1999 and the related statements of operations, changes in stockholders' equity and cash flows for the fiscal year (or other shorter period) then ended, each certified by Arthur Andersen LLP, the independent public accountants of the Company (the "Audited ------- Financial Statements") and (y) the unaudited consolidated balance sheet (the - -------------------- "Most Recent Balance Sheet") of the Company as of June 30, 2001 (the "Balance - -------------------------- ------- Sheet Date") and the related statements of operations, changes in stockholders' - ---------- equity and cash flows for the six months then ended (the "Unaudited Financial ------------------- Statements" and, together with the Audited Financial Statements, the "Financial - ---------- --------- Statements"). The Financial Statements have been prepared in accordance with - ---------- United States generally accepted accounting principles consistently applied and consistent with prior periods ("GAAP"). The consolidated balance sheets of the ---- Company included in the Financial Statements fairly present the financial position of the Company and its Subsidiaries as of their respective dates, and the related consolidated statements of operations, stockholders' equity and cash flows included in the Financial Statements fairly present the results of operations of the Company and its Subsidiaries for the respective periods then ended, subject, in the case of the Unaudited Financial Statements, to year-end adjustments (which consist of normal recurring accruals) and the absence of certain footnote disclosures. (b) Except (A) for liabilities reflected on reserved against on the face of the Most Recent Balance Sheet, (B) for contingent liabilities identified in the notes to the Audited Financial Statements, (C) liabilities incurred subsequent to the Balance Sheet Date in the 4 ordinary course of business and consistent with past practice and (D) obligations otherwise incurred in the ordinary course of business and consistent with past practice which are not required to be disclosed in accordance with GAAP, none of the Company or any of its Subsidiaries has any known liabilities or obligations (whether fixed, absolute, accrued, contingent, secured or unsecured) that could reasonably be expected to have a Material Adverse Effect. (c) No event has occurred since December 31, 2000 which could reasonably be expected to have a Material Adverse Effect. SECTION 2.07 Subsidiary SEC Filings . Each of Concentra Operating ---------------------- Corp. and each other Subsidiary of the Company required to file reports with the SEC has filed all forms, reports and documents required to be filed by it with the SEC since August 17, 1999 (the "Subsidiary SEC Filings"). The Subsidiary SEC ---------------------- Filings, including, without limitation, any financial statements or schedules included therein, (i) were prepared in compliance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), and/or the Securities Exchange Act of 1934, as amended, -------------- and the rules and regulations thereunder, as applicable, and (ii) did not at the time of filing (or if amended, supplemented or superseded by a filing prior to the date hereof, on the date of that subsequent filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. SECTION 2.08 Governmental Approvals . Subject to the accuracy of the ---------------------- representations and warranties of the Purchasers set forth in Article III hereof, no registration or filing with, or consent or approval of, or other action by, any federal, state, foreign or other governmental agency or instrumentality is or will be necessary for the valid execution and delivery of this Agreement and/or the Ancillary Agreements or the performance of this Agreement and/or the Ancillary Agreements or the issuance, sale and delivery of the Securities or the issuance and delivery of the Warrant Shares upon exercise of the Warrants. SECTION 2.09 Litigation, Etc. There are no actions, suits, --------------- proceedings, orders, investigations or claims pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, at law or in equity, or before or by any governmental department, commission, board, bureau, agency or instrumentality which (i) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (ii) which seek to enjoin, prevent or delay the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. SECTION 2.10 Compliance with Laws; Permits . Neither the Company nor ----------------------------- any Subsidiary thereof is or has been in default under or in violation of any foreign or domestic statute, law, ordinance, rule, regulation, order, writ, judgment, decree, consent decree, injunction, award, settlement agreement, stipulation, ruling or subpoena ("Law") to which the Company or any such --- Subsidiary or any of their material properties or assets is or was subject except for such defaults and violations which could not reasonably be expected to have a Material Adverse 5 Effect. Except as could not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries possess all permits, authorizations, approvals, registrations, variances and licenses that are necessary for the Company and its Subsidiaries to own, use and maintain the properties and assets used in or required for the conduct of the business of the Company and its Subsidiaries. SECTION 2.11 Title to Properties . Except as disclosed in the ------------------- Subsidiary SEC Filings, and except as could not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries have good and valid title to all their assets and properties, in each case free and clear of all Liens. SECTION 2.12 Tax Matters . (a) Except as could not reasonably be ----------- expected to have a Material Adverse Effect, the Company and its Subsidiaries have (i) timely filed all federal, state, local and foreign returns, declarations, reports, estimates, information returns and statements ("Returns") ------- required to be filed by them in respect of any Taxes (as hereinafter defined), all of which Returns were correct as filed (or as subsequently amended) and correctly reflect the facts regarding the income, business, assets, operations, activities and status of the Company and its Subsidiaries as well as any Taxes required to be paid or collected by the Company and its Subsidiaries, (ii) timely paid or withheld all Taxes that are due and payable with respect to the Returns referred to in clause (i) (other than Taxes that are being contested in good faith by appropriate proceedings), (iii) established reserves that are adequate for the payment of all Taxes not yet due and payable with respect to the results of operations of the Company and its Subsidiaries and (iv) complied with all applicable Laws relating to the payment and withholding of Taxes and timely withheld from employee wages and paid over to the proper Taxing Authorities (as hereinafter defined) when due all amounts required to be so withheld and paid over. (b) For purposes of this Agreement, "Taxes" shall mean (i) any net ----- income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, withholding on amounts paid or received, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit taxes, custom duties or other taxes, governmental fees or other like assessments or charges of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any governmental authority responsible for the imposition of any such taxes (domestic or foreign) ("Taxing Authorities"), (ii) ------------------ liability for the payment of any amounts of the type described in (i) as a result of being a member of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement whereby liability for payments of such amounts was determined or taken into account with reference to the liability of any other person for any period and (iii) liability with respect to the payment of any amounts described in (i) as a result of any express or implied obligation to indemnify any other person. SECTION 2.13 Labor and Employment Matters . The Company has no ---------------------------- knowledge of any actionable violation by it or any of its Subsidiaries of any federal, state or local law relating to employment practices, discrimination in the hiring, promotion or pay of 6 employees or any applicable wage or hour laws, or of any provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the ----- rules and regulations promulgated thereunder that could reasonably be expected to have, alone or in the aggregate, a Material Adverse Effect. There is (A) no material unfair labor practice complaint pending against the Company or any of its Subsidiaries or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, before the National Labor Relations Board or any state or local labor relations board, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is pending against the Company or any of its Subsidiaries or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, (B) no labor strike, dispute, slowdown or stoppage ("Labor ----- Dispute") in which the Company or any of its Subsidiaries is involved nor, to - ------- the knowledge of the Company, is any Labor Dispute imminent, other than routine disciplinary and grievance matters, or (C) no union representation question existing with respect to the employees of the Company or any of its Subsidiaries except with respect to any matter specified in clause (A), (B) or (C) above as could not reasonably be expected to have, alone or in the aggregate, a Material Adverse Effect. Except as disclosed in the Subsidiary SEC Filings, there exist no material employment, consulting, severance or termination agreements or arrangements between the Company or any of its Subsidiaries, on the one hand, and any current or former officer or director of the Company or any of its Subsidiaries, on the other hand, and there are no collective bargaining or other labor union agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound. SECTION 2.14 Intellectual Property . Except as could not reasonably --------------------- be expected to have, alone or in the aggregate, a Material Adverse Effect: (i) the Company and its Subsidiaries own or possess, free and clear of all Liens, valid rights to all patents, patent rights, copyrights, computer databases and software, logos, slogans, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names and all licenses, applications and registrations related to the foregoing used in the business of the Company and its Subsidiaries (collectively, the "Intellectual ------------ Property"); (ii) none of the Company and its Subsidiaries has received any - -------- notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property or has knowledge of any infringement of the Intellectual Property by any person; and (iii) to the knowledge of the Company, the use of the Intellectual Property in connection with the business and operations of the Company and its Subsidiaries does not infringe on the rights of any person. SECTION 2.15 Insurance . The Company and each of its Subsidiaries --------- are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; and neither the Company nor any of its Subsidiaries (i) has received notice from any insurer or agent of such insurer that substantial capital improvements or other material expenditures will have to be made in order to continue such insurance or (ii) has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers at a cost that would not reasonably be expected to have a Material Adverse Effect. 7 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS Each Purchaser, severally and not jointly, represents and warrants to the Company as follows: SECTION 3.01 Authorization . The execution, delivery and performance ------------- by such Purchaser of this Agreement and the Ancillary Agreements to which such Purchaser is a party and the purchase and receipt of the Securities being purchased by such Purchaser, have been duly authorized by all requisite action on the part of such Purchaser, and will not violate any provision of Law applicable to such Purchaser, the governing instrument of such Purchaser, if any, or any provision of any material indenture, agreement or other instrument by which such Purchaser or any of such Purchaser's properties or assets are bound, or conflict with, give rise to a right of acceleration or termination under, result in any payment or benefit thereunder becoming due or increasing, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such material indenture, agreement or other instrument, or result in the creation or imposition of any Lien upon any of the material properties or assets of such Purchaser. SECTION 3.02 Validity . This Agreement and the Ancillary Agreements -------- to which such Purchaser is a party have been duly executed and delivered by such Purchaser and this Agreement and such Ancillary Agreements constitute the legal, valid and binding obligations of such Purchaser, enforceable against such Purchaser, each in accordance with its terms, except that the enforceability thereof may be limited by (i) bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and (ii) general principles of equity (regardless of whether enforcement is brought in a proceeding at law or in equity). SECTION 3.03 Investment Representations . (a) Such Purchaser is -------------------------- acquiring the Securities being purchased by such Purchaser hereunder for his, her or its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. Such Purchaser understands that (i) such Securities have not been registered under the Securities Act or any state securities laws, (ii) the Securities and the Warrant Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and all applicable state securities laws or is exempt from such registration, (iii) the Securities and the Warrant Shares will bear a legend to such effect and (iv) the Company will make a notation on the register for the Securities and the Warrant Shares and its stock transfer books to such effect. Such Purchaser further understands the exemption from registration afforded by Rule 144 under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 affords the basis of sales of the Securities and Warrant Shares only in limited amounts under certain conditions. 8 (b) Such Purchaser further represents and warrants to the Company that he, she or it has had full opportunity to have access to and to examine the facilities, personnel and records of the Company, that such Purchaser is capable of evaluating independently the prospects of the Company and has made such an evaluation in connection with his, her or its investment in the Securities being purchased by such Purchaser and has adequate financial means to bear the risk of his, her or its investment in the Company. Such Purchaser further represents that he, she or it is an "accredited investor" as such term is defined in Rule 501 of Regulation D under the Securities Act with respect to such Purchaser's purchase of the Securities. ARTICLE IV CONDITIONS PRECEDENT SECTION 4.01 Conditions Precedent to the Obligations of The ---------------------------------------------- Purchasers . The obligation of each Purchaser to consummate the sale and - ---------- purchase of the Securities at Closing is, at such Purchaser's option, subject to the satisfaction, on or before the Closing Date, of the following conditions: (a) Representations and Warranties to Be True and Correct. The ----------------------------------------------------- representations and warranties of the Company contained in this Agreement that are qualified with reference to a Material Adverse Effect or materiality shall be true and correct in all respects and all representations and warranties that are not so qualified shall be true and correct in all material respects, in each case, on and as of the Closing Date, and the Company shall have so certified in writing each Purchaser. (b) Performance. The Company shall have performed and complied in ----------- all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or on the Closing Date, and the Company shall have so certified in writing to each Purchaser. (c) All Proceedings to Be Satisfactory. All corporate and other ---------------------------------- proceedings to be taken by the Company in connection with this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby shall have been taken by the Company and all documents incident thereto shall be reasonably satisfactory in form and substance to the counsel for the Purchasers. (d) Registration Rights Agreement Amendment. An Amendment No. 1 to --------------------------------------- the Registration Rights Agreement dated as of August 17, 1999 among the Company and the "Purchasers" named therein (the "Registration Rights Agreement") ----------------------------- substantially in the form of Exhibit A hereto (the "Registration Rights --------- ------------------- Agreement Amendment") shall have been executed and delivered by (i) the Company, - ------------------- (ii) holders of not less than a majority in interest of the Restricted Stock (as therein defined) held by the "Schedule I Purchasers" named therein and (ii) holders of not less than a majority in interest of the Restricted Stock (as therein defined) held by the "FFT Purchasers" named therein. 9 (e) Stockholders Agreement Amendment. An Amendment No. 1 to the -------------------------------- Stockholders Agreement dated as of August 17, 1999 among the Company and the "Stockholders" named therein (the "Stockholders Agreement") substantially in the ---------------------- form of Exhibit B hereto (the "Stockholders Agreement Amendment") shall have --------- -------------------------------- been executed and delivered by (i) the Company, (ii) holders of not less than a majority in interest of the Company Capital Stock (as therein defined) held by the "Schedule I Purchasers" named therein and (ii) holders of not less than a majority in interest of the Company Capital Stock (as therein defined) held by the "FFT Purchasers" named therein. (f) Warrant Agreement Amendment. An Amendment No. 1 to the Warrant --------------------------- Agreement dated as of August 17, 1999 among the Company and the "Holders" named therein substantially in the form of Exhibit C hereto (the "Warrant Agreement ----------------- Amendment") shall have been executed and delivered by (i) the Company and (ii) - --------- registered Holders (as therein defined) of not less than two thirds of the outstanding Warrant Shares (as therein defined) issued or issuable upon exercise of the Warrants (as therein defined). (g) Warrant Agreement. The Company shall have executed and delivered ----------------- a Warrant Agreement among the Company and the Purchasers substantially in the form of Exhibit D hereto (the "Warrant Agreement"). --------- ----------------- (h) Legal Opinion. The Purchasers shall have received the opinion of ------------- Reboul, MacMurray, Hewitt, Maynard & Kristol, substantially in the form of Exhibit E hereto and dated the Closing Date. - --------- (i) Fees and Expenses. The Company shall have paid (i) the WCAS ----------------- Expenses (as hereinafter defined) as contemplated by Section 5.01(a) and (ii) the Financing Fee (as hereinafter defined) as contemplated by Section 5.01(b). (j) Supporting Documents. The Purchasers shall have received copies -------------------- of the following supporting documents: (A) (1) a copy of the Restated Certificate of Incorporation of the Company and all amendments thereto, each certified as of a recent date by the Secretary of State of the State of Delaware and (2) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company and listing all documents of the Company on file with said Secretary; and (B) a certificate of the Secretary of the Company dated the Closing Date and certifying: (1) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (2) that attached thereto are true and complete copies of all resolutions adopted by the Board of Directors of the Company authorizing the execution and delivery of this Agreement and each Ancillary Agreement, the 10 performance of this Agreement and each Ancillary Agreement, including the issuance of the Securities, and that all such resolutions are still in full force and effect and are all the resolutions adopted by the Board of Directors of the Company in connection with the transactions contemplated by this Agreement; (3) that the Restated Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (A)(2) above; and (4) as to the incumbency and specimen signature of each officer of the Company executing this Agreement and any Ancillary Agreement. SECTION 4.02 Conditions Precedent to the Obligations of the Company. ------------------------------------------------------ The obligation of the Company to consummate the sale and purchase of the Securities at Closing is, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions: (a) Representations and Warranties to Be True and Correct. The ----------------------------------------------------- representations and warranties of the Purchasers contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date. (b) Performance. Each Purchaser shall have performed and complied in ----------- all material respects with all agreements and conditions contained herein required to be performed or complied with by such Purchaser prior to or on the Closing Date. (c) Registration Rights Agreement Amendment. The Registration Rights --------------------------------------- Agreement Amendment shall have been executed and delivered by each of the Purchasers, including (i) holders of not less than a majority in interest of the Restricted Stock (as therein defined) held by the "Schedule I Purchasers" named therein and (ii) holders of not less than a majority in interest of the Restricted Stock (as therein defined) held by the "FFT Purchasers" named therein. (d) Stockholders Agreement Amendment. The Stockholders Agreement -------------------------------- Amendment shall have been executed and delivered by each of the Purchasers, including (i) holders of not less than a majority in interest of the Company Capital Stock (as therein defined) held by the "Schedule I Purchasers" named therein and (ii) holders of not less than a majority in interest of the Company Capital Stock (as therein defined) held by the "FFT Purchasers" named therein. (e) Warrant Agreement. Each of the Purchasers shall have executed ----------------- and delivered the Warrant Agreement. 11 ARTICLE V MISCELLANEOUS SECTION 5.01 Expenses, Etc. (a) The Company hereby agrees to pay all ------------- of the reasonable out-of-pocket costs and expenses of Welsh, Carson, Anderson & Stowe in connection with the preparation, negotiation, execution and delivery of this Agreement and Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, including the fees and expenses of Reboul, MacMurray, Hewitt, Maynard & Kristol ("WCAS Expenses"). ------------- (b) On the Closing Date the Company shall pay to WCAS Management Corporation a financing fee of $500,000 (the "Financing Fee"). ------------- SECTION 5.02 Survival of Agreements. Notwithstanding any ---------------------- investigation made at any time by or on behalf of any party hereto, all covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Securities pursuant hereto. Any statement contained in any certificate or other instrument delivered by the Company at Closing shall be deemed to constitute representations and warranties made by the Company hereunder. SECTION 5.03 Parties in Interest; Third Party Beneficiaries. All the ---------------------------------------------- covenants and agreements in this Agreement contained by or on behalf of the parties hereto shall bind their successors and permitted assigns, whether so expressed or not. This Agreement is not intended to confer any rights or remedies upon any person other than the parties hereto. SECTION 5.04 Notices. Any notice or other communication required or ------- permitted hereunder shall be deemed to be sufficient if contained in a written instrument that is (w) delivered in person, (x) sent by first class certified mail, postage prepaid, (y) sent by nationally recognized overnight courier, or (z) sent by facsimile, in each case addressed to such party as follows: (a) if to the Company, to: Concentra, Inc. 5080 Spectrum Drive Suite 400 West Tower Addison, Texas 75001 Attention: General Counsel Facsimile: (972) 364-8043 12 (b) if to any Purchaser, to the address set forth opposite the name of such Purchaser on the signature pages hereto, with a copy to: Reboul, MacMurray, Hewitt, Maynard & Kristol 45 Rockefeller Plaza, New York New York, New York 10111 Attention: Othon A. Prounis, Esq. Facsimile: (212) 841-5725 or, in any case, at such other address or addresses as shall have been furnished in writing by such party to the other parties hereto. All such notices, requests, consents and other communications shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of mailing by first class certified mail, on the fifth business day following the date of such mailing, (c) in the case of delivery by overnight courier, on the business day following the date of delivery to such courier and (d) in the case of facsimile, when received. SECTION 5.05 Entire Agreement; Amendment; Assignment. This Agreement --------------------------------------- constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. This Agreement may not be amended or modified except in a writing signed by each of the parties hereto. Any waiver of any provision of this Agreement must be in a writing signed by the party against whom enforcement of such waiver is sought. SECTION 5.06 Brokerage . Each of the parties hereto shall indemnify --------- and hold harmless the other parties hereto against any claim for brokerage or other commissions relative to this Agreement or to the transactions contemplated hereby, based in any way on agreements, arrangements or understandings made or claimed to have been made by such party with any third party. SECTION 5.07 Counterparts. This Agreement 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. SECTION 5.08 Headings. Headings and section reference numbers in -------- this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. SECTION 5.09 Severability. In the event that any one or more of the ------------ provisions set forth herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement. 13 SECTION 5.10 Governing Law . This Agreement and all disputes arising ------------- out of or relating to this Agreement, its subject matter, the performance by the parties of their respective obligations hereunder or the claimed breach hereof, whether in tort, contract or otherwise, shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to its choice of law principles. SECTION 5.11 Jurisdiction and Venue . Any suit, action or proceeding ---------------------- arising out of or relating to this Agreement, the subject matter hereof, the performance by the parties of their obligations hereunder or the claimed breach hereof, whether brought at law or in equity and whether based in tort, contract or otherwise, may be brought in the federal or state courts located in the County of New York, New York, and each of the parties to this Agreement hereby submits with regard to any such suit, action or proceeding for itself and in respect to its property, generally and unconditionally, to the non-exclusive jurisdiction of the aforesaid courts and of the appropriate appellate courts therefrom. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such suit, action or proceeding (a) any claim that it is not personally subject to the jurisdiction of such courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (c) that the suit, action or proceeding in any such court is brought in an inconvenient forum, (d) that the venue of such suit, action or proceeding is improper, (e) that this Agreement or the subject matter hereof may not be enforced in or by such courts or (f) any right to a trial by jury which is hereby waived. Each party hereto agrees that process in any such suit, action or proceeding may be served on such party anywhere in the world, whether within or without the jurisdiction of such courts and that service of process on such party as provided in Section 5.04 above shall be deemed effective service of process on such party. SECTION 5.12 Joinders . By executing and delivering this Agreement, -------- (i) each Purchaser (other than FFT Partners II, L.P.) that is not already a party to the Stockholders Agreement hereby agrees to become a party to the Stockholders Agreement as a "Schedule I Purchaser" and a "Stockholder" thereunder, bound by the terms thereof as if such Purchaser were an original party thereto, (ii) FFT Partners II, L.P. hereby agrees to become a party to the Stockholders Agreement as an "FFT Purchaser" and a "Stockholder" thereunder, bound by the terms thereof as if such Purchaser were an original party thereto, (iii) each Purchaser (other than FFT Partners II, L.P.) that is not already a party to the Registration Rights Agreement hereby agrees to become a party to the Registration Rights Agreement as a "Schedule I Purchaser" and a "Purchaser" thereunder, bound by the terms thereof as if such Purchaser were an original party thereto, and (iv) FFT Partners II, L.P. hereby agrees to become a party to the Registration Rights Agreement as an "FFT Purchaser" and a "Purchaser" thereunder, bound by the terms thereof as if such Purchaser were an original party thereto. Each such joinder shall be given effect immediately prior to the effectiveness of each of the Stockholders Agreement Amendment and the Registration Rights Agreement Amendment. 14 [signature pages follow] 15 IN WITNESS WHEREOF, the Company and the Purchasers have executed this Securities Purchase Agreement as of the day and year first above written. The Company: ------------ CONCENTRA INC. By /s/ Richard A. Parr II ------------------------------------ Name: Richard A. Parr II Title: Executive Vice President, General Counsel and Secretary 16 Address for Notices: The Purchasers: - -------------------- --------------- c/o Welsh, Carson, Anderson & Stowe WELSH, CARSON, ANDERSON & STOWE 320 Park Avenue VIII, L.P. Suite 2500 By: WCAS VIII Associates, L.L.C., New York, NY 10022 General Partner Attention: Jonathan Rather Facsimile: (212) 893-9548 By:______________________________________ Managing Member WCAS HEALTHCARE PARTNERS, L.P. By: WCAS HC Partners, General Partner By:______________________________________ General Partner Patrick J. Welsh Russell L. Carson Bruce K. Anderson Andrew M. Paul Thomas E. McInerney Robert A. Minicucci Anthony J. deNicola Paul B. Queally Lawrence B. Sorrel D. Scott Mackesy Priscilla A. Newman Laura M. VanBuren Sean M. Traynor John Almedia, Jr. Jonathan M. Rather By:______________________________________ Jonathan M. Rather, Individually and as Attorney-in-Fact 21 WCAS MANAGEMENT CORP. By:_________________________________ Name: Title: c/o Leeway & Co. (AT&T) J.P. MORGAN DIRECT CORPORATE FINANCE J.P. Morgan Investment Management INSTITUTIONAL INVESTORS LLC 522 5th Avenue, 13th Floor New York, NY 10036 Attention: Robert Kiss By:____________________________________ Facsimile: 212-837-1301 Name: Title: J.P. MORGAN DIRECT CORPORATE FINANCE PRIVATE INVESTORS LLC By:____________________________________ Name: Title: 522 FIFTH AVENUE FUND, L.P. By:____________________________________ Name: Title: 400 "P" Street, Suite 3492 CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT Sacramento, CA 95814 SYSTEM Attention: Alison Borland Facsimile: (916) 326-3344 By:_____________________________________ Name: Title: c/o CMS Companies CMS XIV PEP CO-INVESTMENT SUBPARTNERSHIP 1926 Arch Street Philadelphia, PA 19103 Attention: Rick Mitchell Facsimile: (215) 246-3083 By:_____________________________________ Richard A. Mitchell Authorized Representative 3, rue Jacques Bingen EURAZEO 75017 Paris, France Attention: Fabrice de Goudemar Facsimile: 33-1-42-678-825 By:_____________________________________ Name: Title: c/o DB Capital Partners DB CAPITAL INVESTORS, L.P. 130 Liberty Street, MS:3405 New York, NY 10006 By: DB Capital Partners, L.P., Attention: Nicholas McGrane its General Partner Facsimile: 212-250-7651 By: DB Capital Partners, Inc., its General Partner By:_______________________________________ Name: Title: 22 c/o Goldman, Sachs & Co. GS PRIVATE EQUITY PARTNERS II, L.P. 32 Old Slip, 21st Floor New York, NY 10005 By: GS PEP II Advisors, L.L.C., its Attention: Stephen Culhane General Partner Facsimile: (212) 428-1803 By: GSAM Gen-Par, L.L.C., its Managing Member By:______________________________________________ Name: Title: GS PRIVATE EQUITY PARTNERS II OFFSHORE, L.P. By: GS PEP II Offshore Advisors, Inc., its General Partner By:______________________________________________ Name: Title: GS PRIVATE EQUITY PARTNERS II - DIRECT INVESTMENT FUND, L.P. By: GS PEP II Direct Investment Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Member By:______________________________________________ Name: Title: 23 GS PRIVATE EQUITY PARTNERS III, L.P. By: GS PEP III Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Partner By:___________________________________________ Name: Title: GS PRIVATE EQUITY PARTNERS III OFFSHORE, L.P. By: GS PEP III Offshore Advisors, Inc., its General Partner By:___________________________________________ Name: Title: NBK/GS PRIVATE EQUITY PARTNERS, L.P. By: GS PEP Offshore Advisors (NBK), Inc. General Partner By:___________________________________________ Name: Title: 24 c/o Hamilton Lane HAMILTON LANE PRIVATE EQUITY PARTNERS, GSB Building L.P. One Belmont Avenue, 9th Floor Bala Cynwyd, PA 19042 By: HLSP Investment Management, LLC, Attention: Bradley Atkins its General Partner Facsimile: (610) 617-9853 By: ____________________________________ Mario L. Giannini Managing Member HAMILTON LANE PRIVATE EQUITY FUND, PLC By: ____________________________________ Mario L. Giannini, Director By: ____________________________________ Leslie Brun, Director 25 c/o Nassau Capital Funds, L.P. NASSAU CAPITAL PARTNERS IV L.P. 22 Chambers Street, 2nd Floor Princeton, NJ 08542 Attention: Jeffrey Tuder By:_____________________________________ Facsimile: (609) 924-8887 Name: Title: NAS PARTNERS LLC By:_____________________________________ 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:_______________________________ Name: Title: 51 Madison Avenue, Suite 3009 NEW YORK LIFE CAPITAL PARTNERS, L.P. New York, NY 10010 Attention: Steven Benevento By: NYLCAP Manager LLC, its Investment Manager Facsimile: (212) 576-5591 By:___________________________________________ Name: Title: c/o Ferrer Freeman Thompson & Co. FERRER FREEMAN THOMPSON & CO., LLC The Mill 10 Glenville Street on behalf of FFT PARTNERS II, L.P. Greenwich, CT 06831 and as its General Partner Attention: Keith Longson Facsimile: (203) 532-8016 By:_____________________________________ Name: 26 EX-10.5 11 dex105.txt FIRST AMENDMENT AND WAIVER Exhibit 10.5 CONFORMED COPY FIRST AMENDMENT AND WAIVER -------------------------- FIRST AMENDMENT AND WAIVER, dated as of October 18, 2001 (this "Amendment"), to the Amended and Restated Credit Agreement, dated as of March --------- 21, 2000 (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"), 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, the Borrower, the Lenders, the Administrative Agent, the Co-Documentation Agents and the Syndication Agent are parties to the Credit Agreement; WHEREAS, the Borrower desires to make two acquisitions, the HNS Acquisition (as defined herein) and the NHR Acquisition (as defined herein); WHEREAS, the HNS Acquisition and NHR Acquisition will be Permitted Acquisitions; WHEREAS, the Borrower has requested that the Lenders amend certain provisions and waive certain provisions contained in the Credit Agreement to facilitate the HNS Acquisition and NHR Acquisition; 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. 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). Section 1.1 of the Credit -------------------------------------- Agreement is hereby amended by adding the following new definitions in the appropriate alphabetical order: "First Amendment and Waiver Effective Date": the date on which ----------------------------------------- the First Amendment and Waiver, dated as of October __, 2001, to this Agreement became effective in accordance with its terms. "HNS Acquisition": the acquisition of all of the Capital Stock or --------------- assets of Health Network Systems, LLC, a Delaware limited liability company, and Healthco, LLC, a Delaware limited liability company, by the Borrower or a Subsidiary for aggregate consideration (including Indebtedness of Health Network Systems, LLC) of approximately $30,000,000. "NHR Acquisition": the acquisition, by merger or otherwise, of --------------- all of the Capital Stock or assets of National Healthcare Resources, Inc., a Delaware corporation, by the Borrower or a Subsidiary of Holdings or the Borrower for aggregate consideration (including Indebtedness of National Healthcare Resources, Inc.) of approximately $140,000,000. In the event that a Subsidiary of Holdings is a party to NHR Acquisition, Holdings shall promptly contribute such Subsidiary (or the surviving entity of any merger with National Healthcare Resources, Inc.) to the Borrower. "2001 Holdings Discount Notes": senior discount notes that (i) ---------------------------- may be issued by Holdings in connection with the HNS Acquisition and/or the NHR Acquisition, (ii) yield gross proceeds not in excess of $47,000,000, (iii) are stated to mature not earlier than 2009 and (iv) have terms and conditions reasonably satisfactory to the Administrative Agent. The Net Cash Proceeds from the 2001 Holdings Discount Notes shall be contributed to the Borrower. "2001 Subordinated Notes": as defined in Section 7.8A. ----------------------- B. Amendment to Section 7.4 (Fundamental Changes). Section 7.4 of the --------------------------------------------- Credit Agreement is hereby amended by (i) deleting the word "and" after clause (a), (ii) deleting the period after clause (b) and substituting "; and" in lieu thereof, and (iii) and inserting the following as clause (c): (c) in connection with the NHR Acquisition, Holdings may create a Subsidiary to merge with National Healthcare Resources, Inc.; provided, that, immediately after such merger, action shall be taken for the surviving entity of such merger to become a Subsidiary and, thereafter, a Wholly Owned Subsidiary Guarantor. C. Amendment to Section 7.7 (Capital Expenditures). Section 7.7 of the ---------------------------------------------- Credit Agreement is hereby amended by deleting said Section in its entirety and substituting the following in lieu thereof: 7.7 Capital Expenditures. Make or commit to make any Capital -------------------- Expenditure, except (a) Maintenance Capital Expenditures of the Borrower and its Subsidiaries not exceeding (i) in the event the NHR Acquisition has not been completed, the amount set forth in column A opposite each of the fiscal years set forth below and (ii) in the event the NHR Acquisition has been completed, the amount in column B set forth opposite each of such fiscal years set forth below: Fiscal Year Column A Column B ----------- -------- -------- 2000 $32,500,000 NA 2001 $37,500,000 $43,500,000 2002 $42,500,000 $49,300,000 2003 $50,000,000 $58,000,000 2004 $55,000,000 $63,800,000 2005 $60,000,000 $69,600,000 2006 $65,000,000 $75,400,000 2007 $70,000,000 $81,200,000 2008 $75,000,000 $87,000,000 ; provided, that in the event (i) Consolidated Leverage Ratios for the Borrower -------- and its Subsidiaries shall not exceed the respective Consolidated Leverage Ratios as originally set forth in Section 7.1(a) of this Agreement prior to the effectiveness of the Amendment for four consecutive fiscal quarters, which ratios are as set forth below for each relevant fiscal quarter: Consolidated Fiscal Quarter Leverage Ratio -------------- -------------- March 31, 2000 5.25 to 1.00 June 30, 2000 5.00 to 1.00 September 30, 2000 4.75 to 1.00 December 31, 2000 4.50 to 1.00 March 31, 2001 4.25 to 1.00 June 30, 2001 4.25 to 1.00 September 30, 2001 4.00 to 1.00 December 31, 2001 3.75 to 1.00 March 31, 2002 3.50 to 1.00 June 30, 2002 3.50 to 1.00 September 30, 2002 3.25 to 1.00 December 31, 2002 3.25 to 1.00 Each Quarter thereafter 2003-2008 3.00 to 1.00 and (ii) the NHR Acquisition has not been completed, then the Maintenance Capital Expenditures of the Borrower and its Subsidiaries shall be permitted to be of amounts up to but not exceeding the Maintenance Capital Expenditures as originally set forth in Section 7.7 of this Agreement prior to the effectiveness of the Amendment, each of which amounts is as set forth below for each relevant fiscal year: Maintenance Fiscal Year Capital Expenditures ----------- -------------------- 2000 $50,000,000 2001 $55,000,000 2002 $55,000,000 2003 $60,000,000 2004 $60,000,000 2005 $70,000,000 2006 $70,000,000 2007 $80,000,000 2008 $90,000,000 ; provided, further, in any event, that up to 50% of each such applicable amount -------- ------- set forth above in this Section 7.7, if not expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next succeeding fiscal year, and (b) Acquisition Capital Expenditures of the Borrower and its Subsidiaries as permitted pursuant to Section 7.8A. D. Amendment to Section 7.8A (Acquisitions). Section 7.8A of the Credit --------------------------------------- Agreement is hereby amended (a) by amending the phrase "except for Acquisition Capital Expenditures, Permitted Acquisitions and investments in Permitted Joint Ventures" commencing in the third line thereof to read as follows: except for (x) the HNS Acquisition and the NHR Acquisition and (y) any other Acquisition Capital Expenditures, Permitted Acquisitions and investments in Permitted Joint Ventures (b) by adding the parenthetical "(other than the HNS Acquisition and NHR Acquisition)" after the words "Permitted Acquisitions" in the "provided, -------- however" clause, and (c) by adding to the end thereof a new sentence reading in - ------ its entirety as follows: In connection with the NHR Acquisition, the Borrower may issue subordinated notes (the "2001 Subordinated Notes") in an ----------------------- aggregate principal amount not in excess of $25,000,000 with stated maturity and material terms and conditions consistent with the Senior Subordinated Notes due 2009, and in connection with the HNS Acquisition and/or the NHR Acquisition, Holdings may issue the 2001 Holdings Discount Notes. III. Waiver. The Lenders hereby waive any noncompliance that might ------ arise under (i) Section 8(l) in connection with the incurrence by Holdings of the 2001 Holdings Discount Notes and the contribution thereof to the Borrower for its use in consummating the HNS Acquisition and the NHR Acquisition, (ii) Section 7.10 in connection with the HNS Acquisition and NHR Acquisition and (iii) Section 7.17 in connection with the with the HNS Acquisition and NHR Acquisition. IV. Conditions Precedent. This Amendment shall become effective as of -------------------- the later of the date on which each of the conditions precedent set forth below shall have been satisfied or waived (the date such conditions are fulfilled, the "Amendment Effective Date") and the date of the consummation of the first of ------------------------ the HNS Acquisition or the NHR Acquisition: A. Holdings, the Borrower, the Administrative Agent and the Required Lenders shall have executed and delivered this Amendment and the Subsidiary Guarantors shall have consented to this 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 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. V. General. ------- A. Representation and Warranties. To induce the Administrative ----------------------------- Agent and the Lenders parties hereto to enter into this Amendment, Holdings and the Borrower hereby jointly and severally represent and warrant to the Administrative Agent and Lenders parties hereto as of the 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 Amendment, and to perform the Loan Documents, to which it is a party, as amended by this Amendment, and has taken all necessary corporate action to authorize the execution, delivery and performance of this 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 Amendment, or the Loan Documents to which it is a party, as amended by this Amendment, except for consents, authorizations, filings and notices which have been obtained or made and are in full force and effect. c. This Amendment has been duly executed and delivered on behalf of Holdings and the Borrower. d. This Amendment and the Loan Documents to which Holdings or the Borrower is a party, as amended by this 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 ------------ 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 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, 1998 there has been no --------- development or event that has had or is reasonably expected to have a Material Adverse Effect, except as disclosed to the Administrative Agent and the Lenders on or prior to September 1, 2001. 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 Amendment Effective Date, before and after giving effect to the effectiveness of this Amendment, as if made on and as of the 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. 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 Amendment and any other documents prepared in connection herewith, including the reasonable fees and expenses of counsel. D. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND ------------- CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. E. Counterparts. This 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 Amendment may be delivered by facsimile transmission of the relevant signature pages thereof. IN WITNESS WHEREOF, the parties hereto have caused this 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/ RICHARD A. PARR ------------------------------------- Title: Executive Vice President CONCENTRA OPERATING CORPORATION By: /s/ RICHARD A. PARR ------------------------------------- Title: Executive Vice President THE CHASE MANHATTAN BANK, as Administrative Agent and a Lender By: /s/ ROBERT BOTTAMEDI ------------------------------------- Title: Vice President APEX (IDM) CDO I, LTD. By: Institutional Debt Management, Inc., as Collateral Manager By: /s/ JOHN STELWAGON ------------------------------------- Title: Managing Director APEX (TRIMARAN) CDO I, LTD. By: Trimaran Advisors, L.L.C. By: /s/ DEAN CRIARES ------------------------------------- Title: Managing Director BALANCED HIGH YIELD FUND II, LTD. By: ING Capital Advisors LLC, as Asset Manager By: /s/ MICHAEL HATLEY ------------------------------------- Title: Managing Director BANKERS TRUST COMPANY By: /s/ DIANE F. ROLFE ------------------------------------- Title: Vice President BAVARIA TRR CORPORATION By: /s/ LORI REZZA ------------------------------------- Title: Vice President By: /s/ SUSAN C. CIARAMELLA ------------------------------------- Title: Vice President BNP PARIBAS By: /s/ BROCK HARRIS ------------------------------------- Title: Director By: /s/ BRETT MEHLMAN ------------------------------------- Title: Director BRANT POINT CBO 1999-1 LTD. By: Sankaty Advisors, Inc., as Collateral Manager By: /s/ DIANE J. EXTER ------------------------------------- Title: Managing Director Portfolio Manger BRANT POINT II CBO 2000-1 LTD. By: Sankaty Advisors, LLC, as Collateral Manager By: /s/ DIANE J. EXTER ------------------------------------- Title: Managing Director Portfolio Manger CANYON CAPITAL CDO 2001-1 LTD., By: Canyon Capital Advisors LLC, a Delaware limited liability company, its Collateral Manager By: /s/ R. CHRISTIAN B. EVENSON ------------------------------------- Title: CARLYLE HIGH YIELD PARTNERS, L.P. By: /s/ LINDA M. PACE ------------------------------------- Title: Vice President CARLYLE HIGH YIELD PARTNERS II, LTD. By: /s/ LINDA M. PACE ------------------------------------- Title: Vice President CARLYLE HIGH YIELD PARTNERS III, LTD. By: /s/ LINDA M. PACE ------------------------------------- Title: Vice President CIGNA CDO 2000-1, LTD. By: /s/ CLIFFORD ABRAMSKY ------------------------------------- Title: Vice President CREDIT LYONNAIS NEW YORK BRANCH By: /s/ BERNARD WEYMULLER ------------------------------------- Title: Senior Vice President CREDIT SUISSE FIRST BOSTON By: /s/ WILLIAM S. LUTKINS ------------------------------------- Title: Vice President By: /s/ ROBERT HETU ------------------------------------- Title: Director EATON VANCE CDO II, LTD. By: Eaton Vance Management, as Investment Advisor By: /s/ PAYSON F. SWAFFIELD ------------------------------------- Title: Vice President EATON VANCE CDO III, LTD. By: Eaton Vance Management, as Investment Advisor By: /s/ PAYSON F. SWAFFIELD ------------------------------------- Title: Vice President EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: Eaton Vance Management, as Investment Advisor By: /s/ PAYSON F. SWAFFIELD ------------------------------------- Title: Vice President EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management, as Investment Advisor By: /s/ PAYSON F. SWAFFIELD ------------------------------------- Title: Vice President ELC (CAYMAN) LTD. By: Institutional Debt Management, Inc., as Collateral Manager By: /s/ JOHN STELWAGON ------------------------------------- Title: Managing Director ELC (CAYMAN) LTD. CDO SERIES 1999-I By: Institutional Debt Management, Inc., as Collateral Manager By: /s/ JOHN STELWAGON ------------------------------------- Title: Managing Director ELC (CAYMAN) LTD. 1999-II By: Institutional Debt Management, Inc., as Collateral Manager By: /s/ JOHN STELWAGON ------------------------------------- Title: Managing Director ELC (CAYMAN) LTD. 1999-III By: Institutional Debt Management, Inc., as Collateral Manager By: /s/ JOHN STELWAGON ------------------------------------- Title: Managing Director ELC (CAYMAN) LTD. 2000-I By: Institutional Debt Management, Inc., as Collateral Manager By: /s/ JOHN STELWAGON ------------------------------------- Title: Managing Director FIRST DOMINION FUNDING I By: /s/ ANDREW H. MARSHAK ------------------------------------- Title: Authorized Signatory FIRST DOMINION FUNDING II By: /s/ ANDREW H. MARSHAK ------------------------------------- Title: Authorized Signatory FIRST DOMINION FUNDING III By: /s/ ANDREW H. MARSHAK ------------------------------------- Title: Authorized Signatory FLEET NATIONAL BANK By: /s/ MARYANN S. SMITH ------------------------------------- Title: Director GALAXY CLO 1999-1, LTD. By: SAI Investment Adviser, Inc., its Collateral Manager By: /s/ THOMAS G. BRANDT ------------------------------------- Title: Authorized Agent GRAYSON & CO. By: Boston Management and Research, as Investment Advisor By: /s/ PAYSON F. SWAFFIELD ------------------------------------- Title: Vice President GREAT POINT CBO 1998-1 LTD. By: Sankaty Advisors, Inc., as Collateral Manager By: /s/ DIANE J. EXTER ------------------------------------- Title: Managing Director Portfolio Manger GREAT POINT CLO 1999-1 LTD. By: Sankaty Advisors LLC, as Collateral Manager By: /s/ DIANE J. EXTER ------------------------------------- Title: Managing Director Portfolio Manger HARBOUR TOWN FUNDING TRUST By: /s/ ANN E. MORRIS ------------------------------------- Title: Authorized Agent J.H. WHITNEY MARKET VALUE FUND, L.P. By: /s/ MICHAEL B. DEFLORIO ------------------------------------- Title: Managing Director KZH SOLEIL-2 LLC By: /s/ SUSAN LEE ------------------------------------- Title: Authorized Agent LCM I LIMITED PARTNERSHIP By: Lyon Capital Management LLC By: /s/ FARBOUD TAVANGAR ------------------------------------- Title: Senior Portfolio Manager LIBERTY-STEIN ROE ADVISOR FLOATING RATE FLOATING RATE ADVANTAGE FUND By: Stein Roe & Farnham Incorporated as Advisor By: /s/ JAMES R. FELLOWS ------------------------------------- Title: Senior Vice President & Portfolio Manager MASSMUTUAL HIGH YIELD PARTNERS II, LLC By: HYP Management Inc., as Managing Member By: /s/ MARY ANN MCCARTHY ------------------------------------- Title: Vice President MOUNTAIN CAPITAL CLO I LTD. By: /s/ CHRIS SIDDONS ------------------------------------- Title: Director OXFORD STRATEGIC INCOME FUND By: Eaton Vance Management, as Investment Advisor By: /s/ PAYSON F. SWAFFIELD ------------------------------------- Title: Vice President PACIFICA PARTNERS I LP By: Imperial Credit Asset Management, Inc., as its Investment Manager By: /s/ DEAN K. KAWAI ------------------------------------- Title: Vice President PB CAPITAL By: /s/ THOMAS DEARTH ------------------------------------- Title: Associate By: /s/ JEFFREY FROST ------------------------------------- Title: Managing Director Client Services PENSION INVESTMENT COMMITTEE OF GENERAL MOTORS EMPLOYEES DOMESTIC GROUP PENSION TRUST By: Fidelity Management Trust Company, as Investment Manager, under Power of Attorney By: /s/ JOHN J. O'REILLY, JR. ------------------------------------- Title: Executive Vice President PERSEUS CDO I, LIMITED By: David L. Babson & Co., Inc., under delegated authority from Massachusetts Mutual Life Insurance Co., as Portfolio Manager By: /s/ MARY ANN MCCARTHY ------------------------------------- Title: Managing Director PILGRIM AMERICA HIGH INCOME INVESTMENTS LLC LTD. By: ING Pilgrim Investments, as its Investment Manager By: /s/ MICHEL PRINCE, CFA ------------------------------------- Title: Vice President PILGRIM CLO 1999-1 LTD. By: ING Pilgrim Investments, as its Investment Manager By: /s/ MICHEL PRINCE, CFA ------------------------------------- Title: Vice President PILGRIM PRIME RATE TRUST By: ING Pilgrim Investments, as its Investment Manager By: /s/ MICHEL PRINCE, CFA ------------------------------------- Title: Vice President SANKATY HIGH YIELD ASSET PARTNERS, L.P. By: /s/ DIANE J. EXTER ------------------------------------- Title: Managing Director Portfolio Manger SANKATY HIGH YIELD PARTNERS II, L.P. By: /s/ DIANE J. EXTER ------------------------------------- Title: Managing Director Portfolio Manger SANKATY HIGH YIELD PARTNERS III, L.P. By: /s/ DIANE J. EXTER ------------------------------------- Title: Managing Director Portfolio Manger SCOTIABANC INC. By: /s/ DANA MALONEY ------------------------------------- Title: Relationship Manager SENIOR DEBT PORTFOLIO By: Boston Management and Research, as Investment Advisor By: /s/ PAYSON F. SWAFFIELD ------------------------------------- Title: Vice President SEQUILS PILGRIM-I LTD. By: ING Pilgrim Investments, as its Investment Manager By: /s/ MICHEL PRINCE, CFA ------------------------------------- Title: Vice President SIMSBURY CLO, LIMITED By: David L. Babson & Co., Inc., under delegated authority from Massachusetts Mutual Life Insurance Co., as Collateral Manager By: /s/ MARY ANN MCCARTHY ------------------------------------- Title: Managing Director SPS HI YIELD By: /s/ ROBERT BOTTAMEDI ------------------------------------- Title: Vice President STANWICH LOAN FUNDING LLC By: /s/ ANN E. MORRIS ------------------------------------- Title: Assistant Vice President STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY By: /s/ 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 ------------------------------------- Title: Senior Vice President & Portfolio Manager UBS AG, STAMFORD BRANCH By: UBS Warburg LLC, as Agent By: /s/ ANTHONY N. JOSEPH ------------------------------------- Title: Associate Director Banking Products Services, US By: /s/ SUSAN BRUNNER ------------------------------------- Title: Associate Director Banking Products Services, US WHITNEY CASH FLOW FUND II By: /s/ MICHAEL B. DEFLORIO ------------------------------------- Title: Managing Director WHITNEY PRIVATE DEBT FUND, L.P. By: /s/ MICHAEL B. DEFLORIO ------------------------------------- Title: Managing Director ACKNOWLEDGMENT AND CONSENT Each of the undersigned hereby acknowledges and consents to the foregoing 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 OPERATING CORPORATION By: /s/ RICHARD A. PARR ------------------------------------- Title: Executive Vice President CONCENTRA INC. By: /s/ RICHARD A. PARR ------------------------------------- Title: Executive Vice President CONCENTRA MANAGEMENT SERVICES, INC. By: /s/ RICHARD A. PARR ------------------------------------- Title: Executive Vice President CONCENTRA PREFERRED SYSTEMS, INC. By: /s/ RICHARD A. PARR ------------------------------------- Title: Executive Vice President CONCENTRA MANAGED CARE SERVICES, INC. By: /s/ RICHARD A. PARR ------------------------------------- Title: Executive Vice President CONCENTRA HEALTH SERVICES, INC. By: /s/ RICHARD A. PARR ------------------------------------- Title: Executive Vice President FIRST NOTICE SYSTEMS, INC. By: /s/ RICHARD A. PARR ------------------------------------- Title: Executive Vice President CRA MANAGED CARE OF WASHINGTON, INC. By: /s/ RICHARD A. PARR ------------------------------------- Title: Executive Vice President CRA-MCO, INC. By: /s/ RICHARD A. PARR ------------------------------------- Title: Executive Vice President CONCENTRA MANAGED CARE BUSINESS TRUST By: /s/ RICHARD A. PARR ------------------------------------- Title: Executive Vice President FOCUS HEALTHCARE MANAGEMENT, INC. By: /s/ RICHARD A. PARR ------------------------------------- Title: Executive Vice President HILLMAN CONSULTING, INC. By: /s/ RICHARD A. PARR ------------------------------------- Title: Executive Vice President OCI HOLDINGS, INC. By: /s/ RICHARD A. PARR ------------------------------------- Title: Executive Vice President DRUG FREE CONSORTIUM, INC. By: /s/ RICHARD A. PARR ------------------------------------- Title: Executive Vice President OCCUCENTERS I, L.P By: Concentra Health Services Inc., as its General Partner By: /s/ RICHARD A. PARR ------------------------------------- Title: Executive Vice President EX-10.20 12 dex1020.txt INTERIM ADMINISTRATIVE SERVICES AGREEMENT Exhibit 10.20 ------------- - -------------------------------------------------------------------------------- INTERIM ADMINISTRATIVE SERVICES AGREEMENT BETWEEN CONCENTRA HEALTH SERVICES, INC. A Nevada Corporation AND DEVCORP SYSTEMS, INC. A Nevada Corporation September 28, 2000 - -------------------------------------------------------------------------------- INTERIM ADMINISTRATIVE SERVICES AGREEMENT This Interim Administrative Services Agreement (the "Agreement') is made and entered into effective as of September 28, 2000 (the "Effective Date"), by and between Concentra Health Services, Inc., a Nevada corporation ("CHS"), and DevCorp Systems, Inc., a Nevada corporation ("DSI"). W I T N E S S E T H: WHEREAS, DSI is a corporation formed for the purpose of developing an Internet-based, occupational healthcare services delivery network (the "DSI Business"); and WHEREAS, CHS and DSI have entered into a certain Software License Agreement of even date herewith (the "License Agreement"), whereby CHS has licensed to DSI, on the terms and conditions set forth therein, certain proprietary software owned by CHS for the purpose of enabling DSI to commence modifications to and development of such software necessary to adapt it for use in the DSI Business; and WHEREAS, DSI desires to engage CHS (a) to provide certain CHS employees (the "Contract Employees") to DSI to perform the duties and responsibilities set forth herein, and (b) to provide certain administrative services to DSI as described herein, and CHS is willing to accept such engagement, on and subject to the terms and conditions set forth herein; and WHEREAS, the parties contemplate that this Agreement, if not terminated or allowed to expire, will be superseded by a long-term Administrative Services Agreement between the parties in connection with the modification of the License Agreement; NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, CHS and DSI hereby agree as follows: ARTICLE I --------- ENGAGEMENT AND SERVICES ----------------------- 1.1 Contract Employees. CHS shall provide to DSI on a full-time basis the ------------------ Contract Employees listed on Schedule 1 (as well as such additional Contract ---------- Employees as may be identified and agreed to in writing from time to time by CHS and DSI), to supervise and direct on behalf of DSI the Administrative Services provided to DSI by CHS pursuant to Section 2 and to perform the functions and provide the services described on such Schedule 1, as well as such other ---------- functions and services as may reasonably be assigned to them from time to time by DSI. In the performance of such functions and services, the Contract Employees shall have authority commensurate with the positions set forth opposite their respective names on Schedule 1. All Contract Employees shall be ---------- employees of CHS (or an affiliate of CHS), and CHS shall be solely responsible for the payment to and withholding from and with respect to all such persons of all compensation, taxes, and benefits (including, without limitation, salary, fringe benefits, bonuses, 1 health and disability insurance, workers compensation insurance, and any other benefits which CHS may make available generally to CHS's employees, as well as all applicable payroll taxes). In the absence of oral or written directions by DSI or written policies of DSI, the Contract Employees shall exercise reasonable judgment in their activities and shall act in accordance with applicable law and the provisions of this Agreement. Anything herein to the contrary notwithstanding, CHS shall be under no obligation to continue the employment of the Contract Employees following the termination of this Agreement. 1.2 Administrative Services. CHS shall perform for DSI the administrative ----------------------- services described on Schedule 2 (the "Administrative Services"), as well as ---------- such other services as may reasonably be assigned to CHS from time to time by DSI and agreed to by CHS. In the absence of oral or written directions by DSI or written policies of DSI, CHS shall exercise reasonable judgment in the performance of the Administrative Services and shall act in accordance with applicable law and the provisions of this Agreement. 1.3 CHS Funds. In no event shall CHS or any of its affiliates have any --------- obligation to supply out of their own funds working capital for DSI or its operations. 1.4 Independent Contractors. CHS and DSI each expressly disclaim any ----------------------- intent to form a partnership or any other entity, or to become joint venturers by virtue of the execution of and performance pursuant to this Agreement, nor shall either be the agent of the other except as specifically set forth herein. In the performance of the duties and obligations under this Agreement, the parties understand and agree that: (i) they are at all times acting and performing as independent contractors with respect to each other, and (ii) neither party shall have nor exercise any control or direction over the methods by which the other party performs such other party's duties and responsibilities, except that the parties shall perform their respective duties and responsibilities at all times in accordance with the terms and provisions of this Agreement. ARTICLE II ---------- COMPENSATION ------------ 2.1 Compensation to CHS. In consideration of CHS's provision of the ------------------- Contract Employees and performance of the Administrative Services pursuant to this Agreement, DSI shall pay CHS in accordance with Schedule 3 hereto. ---------- ARTICLE III ----------- TERM AND TERMINATION -------------------- 3.1 Term. This Agreement shall have a term of one (1) year, commencing on ---- the Effective Date. 3.2 Termination. Anything herein to the contrary notwithstanding: (a) ----------- either party may terminate this Agreement immediately upon written notice to the other party in the event of such other party's breach of a material provision of this Agreement, which breach remains uncured for a period of ten (10) days following receipt of written notice specifying the breach complained 2 of; (b) either party may terminate this Agreement, without cause, upon thirty (30) days prior written notice to the other party; and (c) CHS may terminate this Agreement immediately upon written notice to DSI in the event of the expiration or termination of the License Agreement. 3.3 Obligations Following Termination. Upon the expiration or earlier --------------------------------- termination of this Agreement, each party shall be and remain responsible for all obligations accrued through the date of termination. ARTICLE IV ---------- NONSOLICITATION --------------- 4.1 Nonsolicitation by DSI. DSI hereby covenants and agrees that, during ---------------------- the term of this Agreement and for a one (1) year period following the expiration or earlier termination of this Agreement, DSI will not, either for DSI or for any other person, firm, corporation, or other entity, either directly or indirectly: (i) induce, or attempt to induce, any employee of CHS or of any affiliate of CHS to terminate his or her employment or hire away or attempt to hire away any employee of CHS or any affiliate of CHS; (ii) induce, or attempt to induce, any CHS supply or service resource (including investment and other financing resources) to withdraw, curtail, or cancel the furnishing of supplies or services (including investment and other financing resources) to CHS; or (iii) engage in any act or activity which would interfere with or harm any business relationship CHS or any affiliate of CHS may have with any patient, customer, employee, employer, principal, or supplier. ARTICLE V --------- MISCELLANEOUS ------------- 5.1 Assignment. Neither party may assign this Agreement or any of its ---------- rights or responsibilities hereunder to any other person or entity without the prior written consent of the other party. 5.2 Indemnification. Each party hereby covenants and agrees to indemnify, --------------- defend, and hold harmless the other party and such other party's affiliates, directors, officers, employees, and agents from and against any and all liability, loss, cost or expense (including, without limitation, reasonable attorneys fees) arising out of or in connection with the indemnifying party's negligent acts or omissions in the performance of its duties and responsibilities pursuant to this Agreement. 5.3 Notices. Any notice, consent, or other communication required or ------- permitted under this Agreement shall be in writing and shall be delivered in person or sent by pre-paid certified or registered mail, receipted overnight messenger service, receipted hand delivery or telecopier (with electronic confirmation), as follows: If to DSI: DevCorp Systems, Inc. 5080 Spectrum Drive, Suite 400 - West Tower Addison, Texas 75001 3 Attn: Legal Counsel Telecopier: (972) 387-1938 If to CHS: Concentra Health Services, Inc. 5080 Spectrum Drive, Suite 400 - West Tower Addison, Texas 75001 Attn: General Counsel Telecopier: (972) 387-1938 Each such notice or other communication shall be considered to have been given when received if delivered in person, three (3) days after being mailed if sent by certified or registered mail, one (1) day after being given to the overnight messenger service if sent by that means, or on the date of transmission if sent by telecopier. For these purposes, Saturdays, Sundays and federal legal holidays shall be excluded. Either party may change its address for purposes of this Agreement by notice to the other party in accordance with this Section 5.3. 5.4 Entire Agreement; Amendment. This Agreement contains the entire --------------------------- agreement between the parties to this Agreement with respect to the subject matter hereof and supersedes any and all prior agreements, arrangements, or understandings, whether oral or written, between the parties with respect to the subject matter hereof. This Agreement may be amended or modified only by a written instrument signed by both parties. 5.5 Headings. The headings contained in this Agreement are for convenience -------- of reference only and are not to be used as an aid in the interpretation hereof. 5.6 Severability. If any provision of this Agreement or its application to ------------ any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and application of its provisions to other persons or circumstances shall not be affected and shall be enforced to the fullest extent permitted by law. 5.7 Governing Law. This Agreement shall be governed by, and construed and ------------- enforced in accordance with, the laws of the State of Texas. 5.8 Rights Cumulative; No Waiver. No right or remedy in this Agreement ---------------------------- conferred upon or reserved to either party is intended to be exclusive or any other right or remedy, and each right and remedy shall be cumulative and in addition to any other right or remedy given under this Agreement, or now or hereafter legally existing upon the occurrence of an event of default under this Agreement. The failure of either party to insist at any time upon the strict observance or performance of any of the provisions of this Agreement or to exercise any right or remedy as provided in this Agreement shall not impair the right or remedy to be construed as a waiver or other relinquishment of same with respect to subsequent defaults. 5.9 Counterparts. This Agreement 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. 4 IN WITNESS WHEREOF, the parties have entered into this Agreement on and as of the date first set forth above. DSI: ---- DEVCORP SYSTEMS, INC. By: /s/ James M. Greenwood --------------------------------- James M. Greenwood President CHS: ---- CONCENTRA HEALTH SERVICES, INC. By: /s/ Richard A. Parr II --------------------------------- Richard A. Parr II Executive Vice President 5 SCHEDULE 1 ---------- CONTRACT EMPLOYEES CHS Employee's Name Title/Function for DSI Jay Blakey Senior Vice President of Operations and Customer Relations Kris Covey Vice President of Corporate Development Michael Fricke Vice President and Chief Financial Officer Elijah Marentette Vice President of Product Development Ken Wilkinson Vice President and Chief Technology Officer 6 SCHEDULE 2 ---------- ADMINISTRATIVE SERVICES During the continuation of this Agreement, CHS will perform and/or provide the following Administrative Services for and/or on behalf of DSI: 1. Computer Network and Office Facilities. CHS will (a) grant DSI -------------------------------------- reasonable access to and use of CHS's computer network and mutually agreed computer equipment, (b) supply to DSI the reasonably necessary services of CHS's computer network support personnel in connection with such access and equipment, and (c) allow DSI access to and use of mutually agreed and specifically identified office space in CHS's suite of offices located at 5080 Spectrum Drive, Suite 400 - West Tower, Addison, Texas. 2. Financial and Accounting Systems. Subject to reaonable security and -------------------------------- confidentiality procedures and protections, CHS will grant DSI reasonable access to and use of CHS's financial and accounting systems to enable DSI to produce and maintain financial and accounting records and reports with respect to its business and operations. 3. Risk Management. On behalf of DSI, CHS will obtain and maintain in full --------------- force and effect all general liability and casualty insurance of every kind, name and nature which the parties reasonably agree is appropriate to protect against loss in the nature of fire, other catastrophe, theft, public liability and negligence, in such amounts as CHS and the Contract Employees shall mutually determine is appropriate. To the extent possible, CHS will provide such insurance coverage to DSI through CHS's program of insurance obtained with respect to CHS's and its affiliates' other business and operations. 4. Medical Operations Support. CHS will make available to DSI the services -------------------------- of CHS's Chief Medical Officer and other Medical Operations support personnel to assist DSI in the development of its business and operations and the design and development of its computer software product. The extent and scheduling of such services will be as shall be from time to time mutually agreed to by CHS and DSI. 5. Access to Focus Network Provider Information. To the extent permissible -------------------------------------------- under applicable law and to the extent permitted by Focus Healthcare Management, Inc.'s ("Focus"), contracts with its providers and network affiliates, CHS will obtain and grant DSI reasonable access to the names, addresses, and other identifying information regarding the providers who are from time to time participants in Focus's preferred provider organization network of providers. 6. Other Administrative Support. CHS will provide DSI with reasonably ---------------------------- necessary receptionist, mailroom, and other mutually agreed administrative support in connection with DSI's use of and access to the office space referred to in Section 1 of this Schedule 2. ----------- 7 SCHEDULE 3 ---------- COMPENSATION 1. Contract Employees. In consideration of CHS's provision of the Contract ------------------ Employees: (a) On or before each CHS payroll date during the continuation of this Agreement, DSI shall pay CHS an amount equal to the estimated aggregate amount of all compensation, taxes, and benefits (including, without limitation, salary, fringe benefits, bonuses, health and disability insurance, workers compensation insurance, and any other benefits which CHS may make available generally to CHS's employees, as well as all applicable payroll taxes) paid or to be paid by CHS to or with respect to the Contract Employees on such CHS payroll date and/or in respect of the payroll period relevant to such payroll date, as communicated by CHS to DSI in advance of such payroll date. (b) In addition, on the date of each payment pursuant to subsection 1(a) of this Schedule 3, DSI shall pay CHS a fee equal to five percent (5%) of ---------- such payment. (c) Promptly following the end of each month during the continuation of this Agreement, CHS shall determine and advise DSI of the actual amount paid by CHS during such month to or with respect to the Contract Employees. If such actual amount paid is more or is less than the amount previously paid by DSI pursuant to subsection 1(a) of this Schedule 3: (i) the amount of any ---------- overpayment shall be credited against the next succeeding payment(s) due from DSI to CHS; and (ii) the amount of any underpayment shall be immediately paid to CHS by DSI. 2. Administrative Services. In consideration of CHS's performance of the ----------------------- Administrative Services: (a) Within ten (10) days following receipt of CHS's invoices therefor, DSI shall reimburse CHS each month an amount equal to the actual amount of all costs and expenses incurred, directly or indirectly, by CHS and/or its affiliates in the performance of the Administrative Services, including, without limitation, a reasonable allocation of all compensation, taxes, and benefits (including, without limitation, salary, fringe benefits, bonuses, health and disability insurance, workers compensation insurance, and any other benefits which CHS may make available generally to CHS's employees, as well as all applicable payroll taxes) paid to or with respect to personnel of CHS and/or its affiliates engaged in providing the Administrative Services, and a reasonable allocation of all other direct, third-party, and indirect expenses incurred on behalf of the LLC (including, without limitation, a reasonable allocation of insurance expense and overhead expenses). CHS shall invoice DSI no more frequently than semi-monthly pursuant to this Section 2(a). (b) CHS and DSI shall work together to reach agreement regarding the calculation of the amounts to be reimbursed to CHS by DSI pursuant to subsection 2(a) of this Schedule 3. In any event, any allocation by CHS of costs and ---------- expenses will be determined 8 in a reasonable manner, consistent with CHS's and its affiliates' allocation of expenses in respect of their other businesses and operations, subject to review from time to time by DSI. 9 EX-10.21 13 dex1021.txt AMENDMENT NO. 1 TO INTERIM ADMINISTRATIVE Exhibit 10.21 ------------- AMENDMENT NO. 1 TO INTERIM ADMINISTRATIVE SERVICES AGREEMENT This Amendment No.1 to Administrative Services Agreement (the "Amendment') is made and entered into effective as of July 1, 2001, by and between Concentra Health Services, Inc., a Nevada corporation ("CHS"), and Em3 Corporation, a Nevada corporation, formerly known as DevCorp Systems, Inc. ("Em3"). W I T N E S S E T H: WHEREAS, CHS and Em3 are parties to a certain Interim Administrative Services Agreement, dated September 28, 2000 (the "Services Agreement"); and WHEREAS, CHS and Em3 desire to make certain changes to the Services Agreement, as set forth herein; NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, CHS and Em3 hereby agree as follows: 1. Change in Compensation. For all purposes and periods from and after ---------------------- July 1, 2001, Schedule 3 attached to this Amendment hereby supersedes and ---------- replaces Schedule 3 to the Services Agreement. ---------- 2. Term. Section 3.1 of the Services Agreement is hereby amended to read ---- in its entirety as follows: "This Agreement shall have a term of two (2) years, commencing on the Effective Date." 3. No Change. Except as expressly modified hereby, the Services Agreement --------- shall continue in effect unchanged. That certain June 1, 2001, letter from Em3 to Concentra Inc., providing notice of termination of the Services Agreement, is hereby cancelled and rescinded. IN WITNESS WHEREOF, the parties have entered into this Amendment on and as of the date first set forth above. EM3: CHS: - ---- ---- EM3 CORPORATION CONCENTRA HEALTH SERVICES, INC. By: /s/ James M. Greenwood By: /s/ Richard A. Parr II ------------------------- -------------------------------- James M. Greenwood Richard A. Parr II President Executive Vice President 1 SCHEDULE 3 ---------- COMPENSATION 1. Contract Employees. In consideration of CHS's provision of the Contract ------------------ Employees, and as full compensation for applicable taxes and for benefits made available to such Contract Employees by CHS (including, without limitation, applicable payroll taxes, fringe benefits, health and disability insurance, workers compensation insurance, and any other benefits which CHS may make available generally to its employees), promptly following each CHS payroll date, Em3 shall pay CHS an amount equal to (a) the aggregate amount of all compensation (including, without limitation, salary and bonuses, if any) paid by CHS to or with respect to the Contract Employees on such CHS payroll date and/or in respect of the payroll period relevant to such payroll date, plus (b) a percentage of the amount described in clause (a) of this Section 1 equal to CHS's prevailing fringe rate percentage in effect from time to time (currently 17.5%). 2. Administrative Services. In consideration of CHS's performance of the ----------------------- Administrative Services, Em3 shall pay CHS for each month during the continuation of this Agreement an amount equal to Fifty-Five Dollars ($55.00) per Contract Employee employed by CHS pursuant to this Agreement during such month. CHS shall invoice Em3 monthly pursuant to this Section 2, and Em3 shall pay CHS within ten (10) days following receipt of such invoices. 2 EX-10.22 14 dex1022.txt INTERIM SOFTWARE LICENSE AGREEMENT Exhibit 10.22 ------------- INTERIM SOFTWARE LICENSE AGREEMENT This Interim Software License Agreement (this "Agreement") is made and entered into the 1st day of October, 2000 (the "Effective Date"), by and among DevCorp Systems, Inc., a Delaware corporation ("DSI"), First Notice Systems, Inc. a Delaware corporation ("FNS") and Concentra Health Services, Inc., a Nevada corporation ("CHS"). WITNESSETH: WHEREAS, FNS and CHS are Affiliates; and WHEREAS, each of FNS and CHS has developed and owns software for claim data capture and management; and WHEREAS, DSI desires to license such claim data capture and management software from FNS and CHS, and FNS and CHS are willing to provide such license, pursuant to the terms and subject to the conditions of this Agreement; NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, as well as good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree and contract with one another as follows: Article I DEFINITIONS 1.1 Definitions. For the purpose of this Agreement, the following terms ----------- shall have the meanings set forth below: (a) "Affiliate" shall mean with respect to any current and future Person (i) any other Person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with such Person, or (ii) any other Person owning or controlling 25% or more of the outstanding voting securities of or other ownership interests in such Person. (b) "Agreement" means this License Agreement. (c) "Business Day" means any day other than a Saturday, Sunday or a day on which banking institutions in Dallas, Texas are authorized or obligated by law, regulation or executive order to be closed. (d) "Concentra" means, collectively, FNS and CHS. (e) "Documentation" means the materials, including written or electronic instruction, procedures, scripts, operator's and user's manuals, training materials, guides, listings 1 and other materials created for use in conjunction with the Software, as heretofore provided to DSI by FNS for FSNINET and by CHS for OCCUSOURCE. (f) "Event of Force Majeure" means any of the following: fires, floods, earthquakes, elements of nature or acts of God; acts of war, terrorism, riots, civil disorders, rebellions or revolutions; strikes, lockouts or labor difficulties; power outages, computer viruses or malicious acts of third parties; and laws, orders, proclamations, regulations, ordinances, demands or requirements of governmental authorities. (g) "FNSINET" means the Object Code, Source Code and Documentation for the claim data capture and management software developed and owned by FNS, as heretofore identified to DSI by FNS. (h) "Intellectual Property Right" means any patent, copyright, trademark, service mark (and any application or registration respecting the foregoing), trade secret, know-how and other intellectual property right of any type. (i) "Object Code" means the computer readable code for the Software. (j) "OCCUSOURCE" means the Object Code, Source Code and Documentation for the claim data capture and management software developed and owned by Concentra, as heretofore identified to DSI by CHS. (k) "Person" shall mean an individual, corporation, association, partnership, organization, or other entity, whether constituting a separate legal entity or not. (l) "Software" means, collectively, OCCUSOURCE and FNSINET. (m) "Source Code" means the active program code in its current electronic format copy, in addition to any templates and data structure and any structure in which the source code is stored, Object Code and Documentation, of the Software heretofore described to DSI by FNS and CHS The Source Code will be provided by Concentra to DSI in a form of code that is human readable and can be translated by a compiler for execution on DSI's computer. (n) "Use" means the utilization of the Software by DSI, and/or any modifications or enhancements of the Software performed by DSI, for its internal research and development purposes only and for no other purpose whatsoever, which shall include the ability to reproduce, transmit, display, modify, enhance and create derivative works of the Software provided hereunder for its internal research and development purposes and for no other purpose whatsoever. Article II LICENSE 2.1 License; Restrictions on Use. Concentra hereby grants to DSI a ---------------------------- limited, nontransferable, non-exclusive license to Use the Software. The Software may be installed and 2 used on any system, owned, leased, controlled or operated by DSI. DSI shall not sell or license the Software, directly or indirectly, to any third parties without obtaining the prior written consent of Concentra. In the event Concentra is granted a patent related to the Software, Concentra shall grant a royalty-free license to any such patent to DSI, which patent license shall permit and be consistent with all rights, uses and licenses granted to DSI herein. 2.2 Non-Exclusivity of License. DSI agrees that the license granted herein -------------------------- to the Software shall be non-exclusive, and that licenses to third parties may be granted by Concentra in respect of such Software. 2.3 Ownership. Except for the rights provided hereunder, DSI acknowledges --------- and agrees that Concentra has and will retain all right, title, interest and ownership in and to the Software and any copies or updates of the Software prepared by Concentra for its internal or commercial use. 2.4 Modifications; License from DSI. Any modification or enhancement of, ------------------------------- or derivative work relating to, the Software developed by Concentra will be the sole and exclusive property of Concentra. Any modification or enhancement of, or derivative work relating to, the Software developed by DSI will be the sole and exclusive property of DSI, provided that DSI's use of any such derivative works, modifications or enhancements shall be subject to the limitations on Use of the Software, as set forth in Sections 2.1 and 8.5. 2.5 Necessary Software. All third party software required to operate the ------------------ Software has heretofore been identified to DSI by FNS and CHS. 2.6 Compilers. Instructions regarding any relevant third party compilers --------- and libraries necessary to compile the Source Code have heretofore been identified to DSI by FNS and CHS. DSI is responsible for obtaining those compilers and libraries and for ensuring that they are properly licensed to DSI. 2.7 Perpetual License. Concentra and DSI agree to enter into discussions ----------------- in good faith with each other for the purpose of entering into a definitive agreement that would provide for the transfer of a perpetual, nontransferable, non-exclusive license of the Software to DSI, and that does not contain the limitations on Use set forth in this Agreement. Any such new agreement would replace and supersede the terms and conditions of this Agreement. In the event that the parties do not enter into such a new agreement, the terms and conditions of this Agreement shall continue in full force and effect as provided herein. Article III DELIVERY OF SOFTWARE 3.1 Software. Within three (3) Business Days of the Effective Date, -------- Concentra shall deliver to DSI the Software, and DSI shall be deemed to have accepted the Software upon receipt. 3.2 Installation. DSI shall be responsible for the installation of the ------------ Software, 3 provided that Concentra shall provide reasonable assistance to DSI with such installation upon request. Article IV LICENSE FEE 4.1 License Fee Amount and Payment. As consideration for the Software ------------------------------ license granted herein, DSI agrees to pay to Concentra a license fee of Five Thousand and No/00 Dollars ($5,000.00) per month during the term of this Agreement (the "License Fee"). License Fee payments shall be due on the first day of each month during the term of this Agreement, and payments for any partial month shall be prorated. 4.2 Use or Sales Tax. DSI will pay to Concentra all taxes that are ---------------- measured directly by payments made under this Agreement and are required to be collected or paid by FNS to tax authorities. This provision includes sales, use and excise taxes but does not include Concentra's franchise taxes, and taxes based on Concentra's income or property taxes for which Concentra is exempt by law. Concentra agrees to identify clearly and properly on the invoice the amounts owed by DSI for license fees. DSI reserves the right to contest any tax. Concentra agrees to cooperate with DSI in addressing the basis of any tax paid or to be paid by Concentra. If DSI should pay any tax to Concentra and it is later held that the tax was not due, Concentra will promptly refund the amount of the tax to DSI Article V REPRESENTATIONS AND WARRANTIES 5.1 Ownership. Concentra is the owner of the Software or otherwise has the --------- right to grant to DSI the licenses granted by this Agreement in accordance herewith without violating any law, rule or regulation or infringing upon any United States or foreign copyright, patent, trade secret or other proprietary right, or misappropriating any trade secret of any third party. 5.2 Software and Documentation. At the time of executing the Agreement but -------------------------- before DSI modifies, alters or creates derivative works from the Software, Concentra represents and warrants that the Software provided hereunder is at the most current release level. 5.3 Legal Proceedings. No legal proceedings have been threatened or ----------------- brought against Concentra that could threaten performance of this Agreement and entering into this Agreement by Concentra is not prohibited by any contract, applicable law, governmental regulation, or order by any court of competent jurisdiction. CONCENTRA PROVIDES THE SOFTWARE TO DSI AS IS, AND MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY CONCERNING MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Article VI LIABILITY AND INDEMNIFICATION 4 6.1 Indemnification by Concentra. Concentra agrees to indemnify DSI as ---------------------------- follows: (a) Indemnification. Concentra shall indemnify DSI from, and defend --------------- DSI against any and all liability or expenses (including attorneys' fees and expenses reasonably incurred) arising out of or relating to the (i) gross negligence, material misrepresentation or fraud by Concentra, (ii) breach of this Agreement by Concentra, or (iii) infringement of the Software upon the intellectual property rights of a third party including, without limitation, patent, copyright, trademark, and/or trade secret rights. Concentra shall have no obligation to DSI regarding any infringement claim arising from DSI's modification of the Software. (b) Indemnification Procedure. DSI will promptly notify Concentra in ------------------------- writing of any claim covered under this section, allow Concentra to control the defense, and reasonably cooperate with Concentra in the defense and any related settlement negotiations. In addition to any defense provided by Concentra, DSI may, at its expense, retain its own counsel. If Concentra does not promptly assume DSI's defense against such claim, DSI reserves the right to undertake its own defense at Concentra's expense after providing reasonable advance written notice to Concentra of that undertaking. (c) Infringement Remedy. In addition to Concentra's obligations ------------------- under Subsection A above, Concentra will have ninety (90) days from the time Concentra first learns of a claim to: (a) secure the right for DSI to continue to use the Software, (b) modify the Software so as to make it non-infringing with no loss of functionality, or (c) provide DSI with a functionally equivalent, non-infringing replacement. If none of these alternatives is commercially practicable within such ninety (90) day period, DSI will have the option to return the Software to Concentra, and Concentra will refund the full amount paid for the Software. Concentra's obligation to indemnify and defend DSI extends to and includes any modified Software or replacement Software provided to DSI by Concentra to overcome any infringement claims. 6.2 Indemnification by DSI. DSI agrees to indemnify Concentra as follows: ---------------------- (a) Indemnification. DSI shall indemnify Concentra from, and defend --------------- Concentra against any and all liability or expenses (including attorneys' fees and expenses reasonably incurred) arising out of or relating to the gross negligence, fraud, or material misrepresentation of DSI, breach of this Agreement by DSI, or any claim that any modifications to the Software by DSI infringe upon the intellectual property rights of a third party including, without limitation, patent, copyright, trademark, and trade secret rights. (b) Indemnification Procedure. Concentra will promptly notify DSI in ------------------------- writing of the claim, allow DSI to control the defense, and reasonably cooperate with DSI in the defense and any related settlement negotiations. In addition to any defense provided by DSI, Concentra may, at its expense, retain its own counsel. If DSI does not promptly assume Concentra's defense against such claim, Concentra reserves the right to undertake its own defense at DSI's expense after providing reasonable advance written notice to DSI of that undertaking. 5 6.3 Limitation of Liability. In any event, the damages payable by ----------------------- Concentra pursuant to this Article 6 will not exceed the amount of the total license fees paid by DSI under this Agreement, except that this limitation shall not apply in the event of a third party infringement claim related to the Software, subject to Section 6.1.A. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY WHO IS LIABLE HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. Article VII CONFIDENTIALITY 7.1 Definitions. "Confidential Information" means, collectively, DSI ----------- Confidential Information and Concentra Confidential Information, as defined below. A party disclosing information shall be referred to as the "Disclosing Party" and the party receiving Confidential Information as the "Recipient." 7.2 Concentra Confidential Information. DSI, on behalf of itself, its ---------------------------------- employees and contractors, acknowledges that all of the Software and other information related to or provided by Concentra, which has or will come into DSI's possession or knowledge in connection with this Agreement consists of confidential and proprietary data of Concentra, disclosure of which or use by third parties except as provided below, would be damaging to Concentra, (collectively, "Concentra Confidential Information"). DSI, on behalf of itself, and its employees, Affiliates and contractors, agrees that, unless otherwise provided in this Agreement: (a) it will hold Concentra Confidential Information in strictest confidence and will not release such information or otherwise make available Concentra Confidential Information to any party except to DSI employees with a need for such knowledge to perform service on behalf of DSI or Concentra, or to auditors, consultants and independent contractors, all of which shall be subject to this provision, without the prior written consent of Concentra, such consent not to be unreasonably withheld, either during the term of this Agreement or after the termination of this Agreement and (b) to use such Concentra Confidential Information only in accordance with the provisions of this Agreement. In no event shall DSI be permitted to release any such Confidential Information to any of its consultants or independent contractors who compete in any way with Concentra. 7.3 DSI Confidential Information. Concentra, on behalf of itself, its ---------------------------- employees and contractors, acknowledges that much, if not all, of the information provided by DSI which has or will come into Concentra' possession or knowledge in connection with this Agreement consists of confidential and proprietary data of DSI, disclosure of which or use by third parties would be damaging to DSI (collectively, "DSI Confidential Information"). Concentra, on behalf of itself, and its employees, Affiliates and contractors, agrees, that unless otherwise provided in this Agreement: (a) it will hold DSI Confidential Information in strictest confidence and will not release such information to any party except to Concentra employees with a need for such knowledge to perform service on behalf of Concentra or DSI, or to auditors, consultants and 6 independent contractors, all of which shall be subject to this provision, without the prior written consent of DSI, such consent not to be unreasonably withheld, either during the term of this Agreement or after the termination of this Agreement; and (b) to use such DSI Confidential Information only in accordance with the provisions of this Agreement. In no event shall Concentra be permitted to release any such Confidential Information to any of its consultants or independent contractors who compete in any way with DSI. 7.4 Exclusions; Disclosure by Operation of Law. The above limits on ------------------------------------------ disclosure do not include information which: (a) is or becomes known publicly through no fault of the Recipient; (b) is learned by the Recipient from a third party entitled to disclose it; (c) is already known to the Recipient before receipt from the Disclosing Party, as shown by the Recipient's written records; and (d) is independently developed by the Recipient, as shown by the Recipient's written records. In the event a party is required to make disclosure by operation of law, the Recipient shall promptly notify the Disclosing Party of any such request for disclosure in order to allow the Disclosing Party full opportunity to seek the appropriate protective orders, but such party shall be permitted to make the requested disclosure to the extent required by law. 7.5 Remedy. In the event of any breach of the confidentiality obligations ------ expressed in this Confidentiality Section, the Recipient acknowledges that the Disclosing Party would be irreparably injured by such a breach and that the Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of this Section. The Recipient further waives the requirement of any bond being posted as security for such equitable relief. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or in equity. Article VIII TERMINATION 8.1 Term. The Agreement will become effective as of the Effective Date as ---- set forth above and will remain in effect until terminated by any party in accordance with this Article VIII. 8.2 Termination for Breach. Either party may terminate this Agreement for ---------------------- material breach by another party if the material breach remains uncured for a period of fifteen (15) days following receipt of notice of the breach. Thereafter, a non-breaching party may terminate immediately by issuing a notice of termination. 8.3 Termination Without Cause. Any party may terminate this Agreement ------------------------- without cause upon the provision of thirty (30) days written notice to the other parties. 8.4 Immediate Termination. Any party may terminate this Agreement --------------------- effective immediately upon the termination or expiration of the Interim Administrative Services Agreement. 7 8.5 Effect of Termination. If this Agreement is terminated by any party --------------------- for any reason, the license granted hereunder will terminate and all Software, including Documentation and Source Code, shall immediately be returned to Concentra. Any continued use by DSI of the modifications or enhancements to, or derivative works of, the Software DSI develops pursuant to Section 2.4 shall be subject to the limitations on Use of the Software set forth in this Agreement. Upon termination of this Agreement, all rights and obligations of the parties hereunder shall cease, except Sections 2.3, 2.4, and 8.5, and Articles VI, VII and IX, shall survive such termination. Article IX MISCELLANEOUS 9.1 Notices. All notices, requests, demands, claims, consents, and other ------- communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be addressed to the intended recipient as set forth below: If to DSI: DevCorp Systems, Inc. 5080 Spectrum, Suite 400 - West Tower Addison, TX 75001 Attn: Legal Counsel If to FNS: First Notice Systems, Inc. 5080 Spectrum, Suite 400 - West Tower Addison, TX 75001 Attn: General Counsel If to CHS: Concentra Health Services, Inc. 5080 Spectrum, Suite 400 West Addison, TX 75001 Attn: General Counsel Any party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth. 9.2 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ------------- ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES. 9.3 Specific Performance; Equitable Rights. Each of the parties recognizes -------------------------------------- and acknowledges that neither Concentra nor DSI would contemplate the provision of the license hereunder unless this Agreement was executed and that a breach by a party of any covenants or 8 other commitments contained in this Agreement will cause the other party to sustain injury for which it would not have an adequate remedy at law for money damages. Therefore, each of the parties agrees that in the event of any such breach, the aggrieved party shall be entitled to the remedy of specific performance of such covenants or commitments and preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, and the parties further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. 9.4 Force Majeure/Delay. No party will be responsible if it is prevented ------------------- from complying, either totally or in part, with any of the terms or provisions of this Agreement by reason of an Event of Force Majeure, and such party shall have no liability to the other party in connection therewith; provided that such party shall have a duty reasonably to mitigate, or cause to be mitigated, any such failure to comply. 9.5 Advertising. Neither party shall use the other party's name in any ----------- print or other media advertising materials without receiving prior approval from an authorized representative of the other party. 9.6 Counterparts. This License Agreement may be executed in any number of ------------ counterparts, each of which shall be deemed to be an original and all of which together shall constitute a single agreement. 9.7 Binding Effect; Assignment. This Agreement and all of the terms, -------------------------- provisions and conditions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. DSI may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Concentra. 9.8 Entire Agreement. This Agreement constitutes the entire agreement ---------------- between the parties hereto with respect to the subject matter hereof and supercedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof. 9.9 Amendment; Waiver. No modification, variation or amendment of this ----------------- Agreement shall be effective without the written consent of both parties hereto. A failure of either party to this Agreement to enforce at any time any of the provisions of this Agreement, or to require at any time performance of the provisions hereof, shall in no way effect the full right to require such performance at any time thereafter. No waiver shall be deemed a waiver of any other breach of the same or any other term or condition hereof. 9.10 Invalid, Illegal or Unenforceable Provisions. In the event that any -------------------------------------------- one or more provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and each invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision which, being valid, 9 legal and enforceable, comes closest to reasonably complying with the intention of the parties in agreeing to such invalid, illegal or unenforceable provision. 9.11 Independent Contractors. Nothing in this Agreement shall be deemed or ----------------------- construed by the parties or any third person to create an agency, partnership or joint venture between DSI and Concentra. Concentra represents and warrants that it is an independent contractor with no authority to contract for DSI or in any way to bind or to commit DSI to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of DSI. Under no circumstances will either party, or any of its employees or subcontractors, hold itself out as or be considered an agent or an employee of the other party. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CONCENTRA HEALTH SERVICES, INC. By: /s/ Richard A. Parr II ------------------------------ Richard A. Parr II Executive Vice President FIRST NOTICE SYSTEMS, INC. By: /s/ Richard A. Parr II ------------------------------ Richard A. Parr II Vice President DEVCORP SYSTEMS, INC. By: /s/ James M. Greenwood ------------------------------ James M. Greenwood President 10 EX-10.23 15 dex1023.txt AMENDMENT NO. 1 TO INTERIM SOFTWARE Exhibit 10.23 ------------- AMENDMENT NO. 1 TO INTERIM SOFTWARE LICENSE AGREEMENT This Amendment No.1 to Interim Software License Agreement (the "Amendment') is made and entered into effective as of July 1, 2001, by and among Concentra Health Services, Inc., a Nevada corporation ("CHS"), First Notice Systems, Inc., a Delaware corporation ("FNS"), and Em3 Corporation, a Nevada corporation, formerly known as DevCorp Systems, Inc. ("Em3"). W I T N E S S E T H: WHEREAS, CHS, FNS, and Em3 are parties to a certain Interim Software LicenseAgreement, dated September 28, 2000 (the "License Agreement"); and WHEREAS, CHS, FNS, and Em3 desire to make certain changes to the License Agreement, as set forth herein; NOW, THEREFORE, in consideration of the foregoing and the mutual promises and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, CHS, FNS, and Em3 hereby agree as follows: 1. License Fee Amount and Payment. Section 4.1 of the License Agreement is ------------------------------ hereby amended to read in its entirety as follows: "As consideration for the Software license granted herein, Em3 agrees to pay to Concentra a license fee of Two Thousand Five Hundred and No/00 Dollars ($2,500.00) per month during the term of this Agreement (the "License Fee"). License Fee payments shall be due on the first day of each month during the term of this Agreement, and payments for any partial month shall be prorated." 2. No Change. Except as expressly modified hereby, the License Agreement --------- shall continue in effect unchanged. That certain June 1, 2001, letter from Em3 to Concentra Inc., providing notice of termination of the License Agreement, is hereby cancelled and rescinded. IN WITNESS WHEREOF, the parties have entered into this Amendment on and as of the date first set forth above. EM3: CHS: - ---- ---- EM3 CORPORATION CONCENTRA HEALTH SERVICES, INC. By: /s/ James M. Greenwood By: /s/ Richard A. Parr II -------------------------------- ----------------------------- James M. Greenwood Richard A. Parr II President Executive Vice President 1 FNS: - ---- FIRST NOTICE SYSTEMS, INC. By: /s/ Richard A. Parr II ------------------------------- Richard A. Parr II Vice President 2 EX-10.24 16 dex1024.txt ADMINISTRATIVE SERVICES AGREEMENT Exhibit 10.24 ------------- - -------------------------------------------------------------------------------- ADMINISTRATIVE SERVICES AGREEMENT BETWEEN CONCENTRA DEVELOPMENT CORPORATION 2000 A Nevada Corporation AND CONCENTRA HEALTH SERVICES, INC. A Nevada Corporation October 1, 2000 - -------------------------------------------------------------------------------- ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement (the "Agreement') is made and entered into as of October 1, 2000 (the "Effective Date"), by and between Concentra Development Corporation 2000, a Nevada corporation ("CDC2000"), and Concentra Health Services, Inc., a Nevada corporation ("CHS"). W I T N E S S E T H: WHEREAS, CDC2000 is a corporation formed for the purpose of developing and operating occupational healthcare centers at various locations throughout the United States (collectively referred to herein as "Centers"); and WHEREAS, CDC2000 has entered into that certain Occupational Healthcare Center Management and Consulting Agreement (the "Medical Agreement"), of even date herewith, with Occupational Health Centers of the Southwest, P.A. ("Association); and WHEREAS, CDC2000 desires to engage CHS to manage and operate the Centers and to provide certain general and administrative services in connection therewith, to provide certain CHS employees as Center Personnel (as hereinafter defined) in connection therewith, and to perform CDC2000's obligations under the Medical Agreement, and CHS is willing to accept such engagement, upon and subject to the terms and conditions set forth below. NOW, THEREFORE, in consideration of the foregoing, and in accordance with the terms and conditions set forth below, the parties hereto agree as follows: ARTICLE I --------- ENGAGEMENT AND SERVICES ----------------------- 1.1 Engagement. Upon the terms and conditions set forth herein, CDC2000 ---------- hereby engages CHS to manage and operate the Centers and to perform certain general and administrative services in connection therewith, to provide the Center Personnel in connection therewith, and to perform CDC2000's obligations under the Medical Agreement, and CHS accepts such engagement and agrees to perform such services and to provide the Center Personnel to CDC2000 as set forth herein. 1.2 Responsibilities of CHS. On behalf of CDC2000, in accordance with the ----------------------- policies of CDC2000, in a commercially reasonable manner, and in accordance with the budgets approved pursuant to Section 2.1, CHS shall conduct, supervise, and manage the day-to-day operations of the Centers, and perform general and administrative services in connection therewith, including, without limitation, the following: (a) Development Services. In addition to the duties and -------------------- responsibilities otherwise set forth in this Section 1.2, CHS will perform the following additional development services during the first twelve(12) months of each new Center's operations: management of real 1 estate research and feasibility, real estate negotiations and project management, lease review and execution, architectural and construction oversight, management of stocking and equipment procurement, management of the pre-opening marketing process, including procurement of materials and training, management of vendors and installations, and management of the pre-opening hiring and training process for physicians and staff. (b) Center Facilities; General Administrative Services. CHS shall -------------------------------------------------- assist CDC2000 in locating, leasing, building out, equipping, and otherwise providing professional office space to operate the Centers. CHS shall provide overall supervision and management of the Centers, including providing for the maintenance and repair of all facilities, and all furniture, fixtures, furnishings, equipment, and leasehold improvements located in or upon the Centers. CHS will arrange for the provision of proper security, maintenance, and cleanliness of the facilities within which the Centers are operated, and of the furniture, fixtures, furnishings, and equipment located at such facilities. CHS will or obtain for the Centers all laundry, linen, uniforms, printing, stationery, forms, telephones, postage, duplication services, and any and all other supplies and services of a similar nature which are reasonably necessary in connection with the day-to-day operation of the Centers. CHS shall negotiate and enter into such agreements as CHS may reasonably deem necessary or advisable for the furnishing of utilities, services, and supplies for the maintenance and operation of CDC2000's business pursuant to the Medical Agreement. (c) Supplies. CHS will arrange for the provision of all medical and -------- non-medical supplies of every kind, name, or nature, which CDC2000 may require in order to conduct and operate the business of the Centers. (d) Center Personnel. CHS shall hire, employ, train, supervise, ---------------- compensate, and provide to CDC2000 all personnel required for the conduct of business at the centers, including, but not limited to, all technical personnel, receptionists, secretaries, clerks, marketing personnel, billing and collections personnel, janitorial and maintenance personnel, and Center supervisory personnel (the "Center Personnel"). (i) All Center Personnel shall be employees of CHS or an affiliate of CHS, and CHS or such affiliate shall be solely responsible for (A) payment of all Center Personnel compensation, wages, salary, fringe benefits, bonuses, health and disability insurance, workers compensation insurance, and any other benefits for Center Personnel which CHS may make available generally to CHS's employees, (B) withholding and payment of all required employer taxes in connection therewith, and (C) all payment of required taxes in connection with the compensation paid to CHS pursuant to this Agreement. CHS shall have the responsibility for hiring, discharging, and supervising the functions of all Center Personnel. (ii) CDC2000 shall have the right to demand by written notice delivered to CHS that any Center Personnel be terminated, but only if the termination is reasonably and legally supportable in the opinion of CHS as a termination for cause. Otherwise, the termination of any Center Personnel at the instance of CDC2000 shall only be completed upon CDC2000's agreement to indemnify CHS with respect to any liability for such termination, 2 including, but not limited to, unemployment insurance taxes, and such indemnity shall be in a form and under terms reasonably satisfactory to CHS. (iii) Center Personnel shall not include physicians and paraprofessionals who are providers of healthcare at the Centers, whose services will be provided by Association under the Medical Agreement (collectively, the "Center Professionals"). CHS's authority and responsibility under this section shall not include the hiring, discharging, and supervising of Center Professionals. (e) Insurance. CHS will obtain and maintain in full force and effect --------- during the term of this Agreement, and all extensions and renewals thereof, all insurance of every kind, name, and nature which the parties agree is appropriate to protect CDC2000 and the Centers against loss in the nature of fire, other catastrophe, theft, public liability, and non-medical negligence, in such amounts as the parties shall mutually determine is appropriate. CHS shall obtain general and professional liability insurance on behalf of CDC2000, Association, and CHS insofar as these entities are related to the business of CDC2000. CHS may make such insurance coverage available to CDC2000 through the program of insurance maintained by Concentra Managed Care, Inc., an affiliate of CHS, for all of its affiliates. (f) Compliance With Laws. CHS will be responsible for making certain -------------------- that CDC2000 and the Centers at all times comply with all laws, rules, and regulations applicable to the business and operations of the Centers and with reasonable quality assurance and utilization management standards. (g) Patient Charges. CHS, in consultation with CDC2000 and --------------- Association, shall establish schedules of patient charges for medical services and supplies provided by the Centers which take into account the financial obligations of CDC2000 and Association pursuant to the Medical Agreement, market conditions within the surrounding community for similar services, and the importance of providing quality health care at a reasonable cost. (h) Billing, Collection, and Patient Scheduling. CHS will prepare, ------------------------------------------- mail, and collect all statements for all professional medical services rendered in the Centers. CHS shall be responsible for all patient scheduling at the Centers. All fees for professional services rendered by Center Professionals or other licensed health care providers shall be billed by CHS in the name of Association and shall be payable to Association. All collections made and received by CHS for or on account of medical professional services rendered by Center Professionals shall be held by CHS for Association's benefit and deposited in one or more accounts in the name of Association, subject to the provisions of Section 5.1. (i) Management and Planning Reports. CHS will supply to CDC2000 on a ------------------------------- regular, periodic basis such internal reports as requested by CDC200 for evaluating the performance and productivity of Center Personnel as well as evaluating the efficiency and effectiveness of CHS's management services. In addition, CHS shall provide to CDC2000 the financial reports described in Section 1.2(j). 3 (j) Financial Matters. ------------------ (i) Bookkeeping and Accounting. CHS will be responsible for -------------------------- making certain that CDC2000 and the Centers maintain all business, financial, and accounting books, records, and reports required by applicable laws, rules, or regulations. CHS will provide CDC2000 with all bookkeeping and accounting services necessary or appropriate as CDC2000 shall determine to support CDC2000's business including, without limitation, maintenance, custody, and supervision of all of CDC2000's business records, papers, documents, ledgers, journals, and reports, and the preparation, distribution, and recordation of all bills and statements for services rendered by CDC2000 and Association pursuant to the Medical Agreement, including the billing and completion of reports and forms required by insurance companies, governmental agencies, or other third-party payors. All billing shall be in compliance with all applicable federal and state laws and regulations. Responsibility for the accuracy of the billing rests with CHS, and CHS has the duty to investigate and ensure the accuracy thereof. (ii) Payment of Accounts. CHS shall be responsible for ------------------- effecting the payment from CDC2000's accounts of payroll, trade accounts, amounts due on short-term and long-term indebtedness, taxes, and all other obligations of CDC2000; provided, however, that CHS's responsibility shall be limited to the exercise of reasonable diligence and care to oversee the application of CDC2000's and Association's funds collected to CDC2000's and Association's obligations in a timely and prudent manner. CHS shall have no separate liability with respect to any obligation of CDC2000 or Association. CDC2000 hereby authorizes CHS to draw checks on CDC2000's accounts as necessary to perform CHS's obligations under this Agreement and the Medical Agreement. (iii) Payroll. CHS shall have the authority to utilize a ------- payroll agent for CDC2000, should CHS determine the use of such an agent to be desirable. (iv) CHS's Funds. In no event shall CHS have any obligation to ----------- supply out of CHS's own funds working capital for CDC2000 or CDC2000's operations. (v) Financial Reports. CDC2000 shall have the right, from time ----------------- to time, to inspect the accounting and financial records of CDC200 maintained by CHS pursuant to this Agreement. CHS shall cause to be prepared and presented to CDC2000 the following financial reports: (A) Within thirty (30) days after the end of each calendar month, a balance sheet dated as of the last day of that month, and a statement showing the income and expenses of CDC2000 for that month and for the fiscal year to date; (B) Within ninety (90) days after the end of each fiscal year of CDC2000, a balance sheet, dated as of the last day of that fiscal year, and a statement of the 4 income and expenses of CDC2000 for the fiscal year then ended, together with a management letter; and (C) Such other reports as CHS considers appropriate to keep CDC2000 informed as to CDC2000's and the Centers' status and condition. (k) Budgets. CHS shall prepare and submit to CDC2000 for approval, ------- not less than forty-five (45) days prior to the end of each CDC2000 fiscal year, the following budgets covering CDC2000's next fiscal year: (i) Capital Expenditures Budget. A capital expenditure budget --------------------------- setting forth a program of capital expenditures for the Centers for the fiscal year; (ii) Operating Budget. A budget setting forth an estimate of ---------------- CDC2000's and Association's operating revenues and expenses for the fiscal year, together with an explanation of anticipated changes in CDC2000's and Association's utilization and any changes in services offered by CDC2000 or Association to patients, charges to patients, payroll rates and positions, non-wage cost increases, and all other factors differing significantly from the current year; and (iii) Cash-Flow Projection. A projection of CDC2000's and -------------------- Association's cash receipts and disbursements based upon the proposed operating and capital budgets, together with recommendations as to the use of projected cash-flow in excess of short-term operating requirements and as to the sources and amounts of additional cash-flow that may be required to meet CDC2000's and Association's operating requirements and capital requirements. 1.3 Construction. The grant of express authority to CHS with regard to ------------ specific matters by this Agreement is not intended by CDC2000 to be narrowly construed for the purpose of restricting CHS's authority hereunder. 1.4 Relationship of Parties. In the performance of their respective duties ----------------------- and obligations hereunder, CDC2000 and CHS are independent contractors of each other. CDC2000 and CHS each expressly disclaim any intent to form a partnership or any other entity, or to become joint venturers in the operation of the Centers by virtue of the execution and performance of this Agreement, and shall not be agents of each other except with respect to agency for billing and collections as set forth herein. 1.5 Medical and Professional Matters. Under no circumstances shall CHS be -------------------------------- responsible for any medical matters. CHS may, however, consult with Association and make recommendations concerning such matters. Association shall be responsible for maintaining all medical records in accordance with the Medical Agreement. 5 ARTICLE II ---------- APPROVAL OF BUDGETS BY CDC2000 ------------------------------ 2.1 Approval by CDC2000. CDC2000 shall take action to approve or ------------------- disapprove the budgets proposed by CHS pursuant to Section 1.2(k) within thirty (30) days after submission of the budgets to CDC2000. Notice of the action by CDC2000 with regard to the budgets shall be delivered to CHS if all aspects of the budgets as proposed by CHS are not approved by CDC2000. If such notice of disapproval is not delivered to CHS within fifteen (15) days prior to the commencement of CDC2000's fiscal year, the budgets shall be deemed to be approved by CDC2000 as proposed by CHS. ARTICLE III ----------- GRANT OF LICENSE BY CHS; LICENSE FEES ------------------------------------- 3.1. Grant of Limited License. During the term of this Agreement, and all ------------------------ renewals and extensions hereof, CHS hereby grants to CDC2000 a non-exclusive, non-transferable (other than to Association pursuant to the Medical Agreement) license to use the "Concentra" trade name, including, trademarks or service marks utilizing such trade name (collectively, the "Trade Names"), Confidential Information (as hereinafter defined), and CHS's proprietary "OccuSource" software system in and with respect to the business and operations of the Centers. CHS acknowledges and agrees to CDC2000's non-exclusive, non-transferable sublicense of the Trade Names and Confidential Information to Association pursuant to the Medical Agreement. Because the license granted to CDC2000 is not exclusive, CHS retains the right to license the Trade Names and any and all other CHS trade names and/or service marks, Confidential Information, and CHS's proprietary "OccuSource" software system to others or to use any such names, marks and Confidential Information itself. Upon termination of this Agreement, CDC2000 shall immediately cease and discontinue the use of the Trade Names, Confidential Information, and CHS's proprietary "OccuSource" software system. 3.2. Trade Secrets, Proprietary and Confidential Information. It is ------------------------------------------------------- understood that during the course of this engagement, CDC2000 will have access to and become familiar with certain management information systems and other trade secrets and proprietary and confidential information of CHS (the "Confidential Information") which includes, by way of illustration, and not by way of limitation, (i) the methods, procedures and techniques utilized in identifying prospective referral sources, patients, and customers and in soliciting the business thereof; (ii) the methods, procedures and techniques used in the operation of CHS's businesses, including the methods, procedures, and techniques utilized in marketing, pricing, applying, and delivering CHS's occupational healthcare products and services; and (iii) compilations of information, records, and processes which are owned by CHS and/or which are used in the operation of the business of CHS or CDC2000, including, without limitation, computer software programs. CDC2000 agrees to use Confidential Information only in furtherance of the business and operations of the Centers hereunder and not for any other purpose unless authorized in writing by CHS. 6 3.3 License Fees. ------------ (a) License Fee for Trademarks and Confidential Information. Within ------------------------------------------------------- thirty (30) days after the end of each CDC2000 fiscal year, CDC2000 will pay CHS an annual license fee of Twenty Thousand Dollars ($20,000) for each market in which one or more Centers uses any of the Trade Names and/or Confidential Information during such fiscal year (prorated for any partial fiscal year during which a Center uses the Trade Names and/or Confidential Information in any market). For purposes of this Section 3.3(a), "market" means a single metropolitan area in which CDC2000 operates one or more Centers pursuant to this Agreement. (b) License Fee for OccuSource. Within ten (10) days following the -------------------------- date of installation, and, thereafter during the continuation of this Agreement, on or before each subsequent annual anniversary date of such installation, CDC2000 shall pay CHS an annual license fee of Seven Thousand Five Hundred Dollars ($7,500) for each Center that uses CHS's proprietary "OccuSource" software system. In addition, CDC2000 shall, during the continuation of this Agreement, pay CHS the allocated cost of "OccuSource" upgrades and enhancements used at the Centers. The allocated cost of any such upgrades and enhancements will be determined in a reasonable manner, consistent with CHS's allocation of expenses to all of its other owned and/or managed occupational healthcare centers. ARTICLE IV ---------- MAINTENANCE OF STANDARDS ------------------------ 4.1 Consultants. CHS shall be the non-medical consultant for CDC2000 and ----------- Association and shall use its administrative and managerial experience and expertise to carry out this Agreement. If CHS reasonably determines that third-party consultants are required in connection with the business and operations of the Centers, CHS may employ such consultants at CDC2000's expense. 4.2 Licenses and Permits. CHS shall apply for, and use its best efforts to -------------------- obtain and maintain, in the name of and at the expense of Association or CDC2000, as appropriate, all licenses and permits required in connection with the management and operation of the Centers. CDC2000 shall cooperate with CHS and use its best efforts in applying for, obtaining, and maintaining such licenses and permits. 4.3 Confidentiality of Records. CHS shall use its best efforts to protect -------------------------- the confidentiality of the records of CDC2000 and Association and shall comply with all applicable federal, state, and local laws and regulations relating to the medical and financial records of CDC2000 and Association. 4.4 Medical Services. From time to time and as appropriate, CHS may make ---------------- written recommendations to CDC2000 and Association concerning changes in the medical services offered by the Centers. Prior to instituting any proposed changes, CHS shall obtain the written approval of CDC2000 and Association. 7 ARTICLE V --------- PAYMENT OF FEES AND REIMBURSEMENT OF EXPENSES --------------------------------------------- 5.1 Management Fee. Commencing with the first month during which CDC2000 -------------- shall have received any equity funding in accordance with the Securities Purchase Agreement, of even date herewith, among CDC2000 and its stockholders, in consideration of the services provided by CHS to CDC2000 pursuant to this Agreement, CDC2000 will pay CHS a management fee each month in an amount equal to the greater of (i) Fifteen Thousand Dollars ($15,000), or (ii) five percent (5%) of the Centers' aggregate net revenue from all sources for such month (the "Management Fee"). For the purposes of this Section 5.1(a), "net revenue" means gross revenue/charges for any and all services rendered by and/or at the Centers, minus contractual discounts and a reasonable reserve for bad debt, all in accordance with generally accepted accounting principles consistently applied. CDC2000 will pay the Management Fee to CHS on a monthly basis within ten (10) days following the end of each month. To the extent not so paid, CHS may retain the amount of the Management Fee out of CHS funds on a monthly basis. 5.2 Reimbursement of Expenses. In addition to the Management Fee, CDC 2000 ------------------------- will reimburse CHS and/or its affiliates, on a monthly basis, for the actual amount of compensation, taxes, and benefits paid to or with respect to the Center Personnel and for all direct, third-party, and certain indirect expenses incurred on behalf of CDC 2000 in connection with the Centers (including, without limitation, a reasonable allocation of insurance expense, of the expenses related to billing and collection functions performed by CHS's billing offices, and of the compensation and expenses paid to or with respect to CHS's regional operations personnel who have direct responsibility for the markets in which the Centers are located). Any allocation of indirect expenses will be determined in a reasonable manner, consistent with CHS's allocation of expenses to all of its other owned and/or managed occupational healthcare centers. ARTICLE VI TERM AND TERMINATION 6.1 Term. This Agreement shall commence on the Effective Date and shall ---- continue until the earliest to occur of the following: (a) the date of termination pursuant to Section 6.2; (b) written agreement of the parties to this Agreement; or (c) October 1, 2005. 6.2 Early Termination. This Agreement may be terminated prior to the ----------------- expiration of the term described in Section 6.1 as follows: (a) If a party shall apply for, or consent to, the appointment of a receiver, trustee, or liquidator of all or a substantial part of such party's assets, file a voluntary petition in bankruptcy, make a general assignment for the benefit of creditors, file a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or if a final order, judgment, or decree shall be entered by a court of competent jurisdiction, on the application of a creditor, adjudicating such party a bankrupt or insolvent or approving a petition seeking reorganization of such party or appointing a receiver, trustee, or liquidator of such party or 8 of all or a substantial part of its assets, the other party may terminate this Agreement immediately upon notice to such party; (b) Either party may terminate this Agreement immediately upon notice to the other party in the event of such other party's breach of a material provision of this Agreement, which breach remains uncured for a period of thirty (30) days following receipt of notice specifying the breach complained of; or (c) CHS may terminate this Agreement immediately upon notice to CDC2000 in the event of the termination of the Medical Agreement. 6.3 Rights Cumulative. The various rights and remedies herein provided for ----------------- shall be cumulative and in addition to any other rights and remedies the parties may be entitled to pursue under the law. The exercise of one or more of such rights or remedies shall not prejudice the rights or remedies of either party to exercise any other right or remedy at law or in equity or pursuant to this Agreement. 6.4 Remedies Upon Termination. Termination of this Agreement shall not ------------------------- release or discharge either party from any obligation, debt, or liability which shall have previously accrued and remained to be performed upon the date of termination. Upon termination of this Agreement, CHS shall remove from any Center all property of CHS, and neither party shall have any further obligations under this Agreement except pursuant to Article III, Article V and Section 8.2 (which provisions shall survive the termination of this Agreement). CHS shall be entitled to receive payment of all amounts unpaid but earned up to the date of termination, which payment shall be due on the date on which CHS vacates CDC2000's premises and relinquishes to CDC2000 sole possession of any and all property of CDC2000, including, but not limited to, financial records and all other documents necessary for or related to CDC2000's business. 6.5 Property Due on Termination. On the termination of this Agreement, --------------------------- each party shall immediately deliver or cause such party's employees or agents to deliver in good condition all property in such party's possession which belongs to the other party, ordinary wear and tear and damage by any cause beyond the reasonable control of either party excepted. ARTICLE VII ----------- NONCOMPETITION -------------- 7.1 Noncompetition Covenant. Each party hereby covenants and agrees that, ----------------------- during the term of this Agreement, such party will not, directly or indirectly, without the prior written consent of the other party, either as an employee, employer, consultant, agent, principal, partner, stockholder (other than ownership of securities of publicly held corporations of which such party owns less than one percent (1%) of any class of outstanding securities), corporate officer, director, investor, or financier or in any other individual or representative capacity, engage or participate in any business within the Prohibited Area (as hereinafter defined) that is in competition in any manner whatsoever with the occupational healthcare center(s) owned, operated, and/or managed by the other party. For purposes of this Section 7.1, "Prohibited Area" 9 means the area within a twenty (20) mile radius of any occupational healthcare center owned, operated, and/or or managed by the other party. ARTICLE VIII ------------ MISCELLANEOUS ------------- 8.1 Assignment. Neither party may assign this Agreement, or any of its ---------- rights or obligations hereunder, to any other person or entity, without the prior written consent of the other party. 8.2 Indemnification. Each party shall indemnify, defend, and hold harmless --------------- the other party and such other party's affiliates, directors, officers, shareholders, and employees, from and against any and all liability, loss, claim, damage, cost, and expense (including, without limitation, reasonable attorneys' fees and costs of defense) arising out of or in connection with the indemnifying party's negligent acts or omissions in the performance of its duties and responsibilities pursuant to this Agreement. 8.3 Notices. Any notice or other communication under this Agreement shall ------- be in writing and shall be delivered in person or sent by pre-paid certified or registered mail, receipted overnight messenger service, receipted hand delivery, or telecopier (with electronic confirmation), as follows: If to CDC2000: Concentra Development Corporation 2000 5080 Spectrum Drive, Suite 400 - West Tower Addison, Texas 75001 Attn: Legal Counsel Facsimile: (972) 387-1938 If to CHS: Concentra Health Services, Inc. 5080 Spectrum Drive, Suite 400 - West Tower Addison, Texas 75001 Attn: General Counsel Facsimile: (972) 387-1938 Each such notice or other communication shall be considered to have been given when received if delivered in person, three (3) days after being mailed if sent by certified or registered mail, one (1) day after being given to the overnight messenger service if sent by that means, or on the date of transmission if sent by telecopier. For these purposes, Saturdays, Sundays and federal legal holidays shall be excluded. Any party may change its address for purposes of this Agreement by notice in accordance with this Section 8.3. 8.4 Entire Agreement; Amendment. This Agreement contains the entire --------------------------- agreement between the parties to this Agreement with respect to the subject matter hereof and supersedes any and all prior agreements, arrangements, or understandings, whether oral or written, between 10 the parties with respect to the subject matter hereof. This Agreement cannot be amended, changed, or modified except by another agreement in writing executed by both parties. 8.5 Warranties. The parties warrant that each has the legal capacity to ---------- enter into this Agreement and that their respective obligations do not violate any statute, ordinance, ruling of any administrative body, or any agreement to which either CDC2000 or CHS is a party. 8.6 Heading. The headings contained in this Agreement are for convenience ------- of reference only and are not intended to define, limit, or proscribe the scope or intent of any provision of this Agreement. 8.7 Severability. If any provision of this Agreement or its application to ------------ any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of its provisions to other persons or circumstances shall not be affected by such invalidity or unenforceability and shall be enforced to the greatest extent permitted by law. 8.8 Governing Law. This Agreement shall be governed by, and construed and ------------- enforced in accordance with, the laws of the State of Texas. 8.9 Rights Cumulative; No Waiver. No right or remedy in this Agreement ---------------------------- conferred upon or reserved to either party is intended to be exclusive of any other right or remedy, and each right and remedy shall be cumulative and in addition to any other right or remedy given under this Agreement, or now or hereafter legally existing upon the occurrence of an event of default under this Agreement. The failure of either party to insist at any time upon the strict observance or performance of any of the provisions of this Agreement or to exercise any right or remedy as provided in this Agreement shall not impair the right or remedy or be construed as a waiver or other relinquishment thereof with respect to subsequent defaults. 8.10 Counterparts. This Agreement 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. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers, effective as of the date first set forth above. CDC2000: -------- CONCENTRA DEVELOPMENT CORPORATION 2000 By: /s/ James M. Greenwood ---------------------------------- James M. Greenwood President 11 CHS: ---- CONCENTRA HEALTH SERVICES, INC. By: /s/ Richard A. Parr II ---------------------------------- Richard A. Parr II Executive Vice President 12 EX-10.26 17 dex1026.txt AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT Exhibit 10.26 ------------- AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT (this "Amendment") dated as of November 1, 2001 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 "FFT 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 "FFT Purchasers" --------------- (the "FFT 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, the Company proposes to issue (1) an aggregate 2,266,546 shares of Company Common Stock (the "New Common Shares") and (2) warrants to ----------------- acquire an aggregate 771,277 shares of Company Common Stock (the "New Warrants" ------------ and, together with the New Common Shares, the "New Securities") pursuant to the -------------- terms and conditions of a Securities Purchase Agreement (the "Securities ---------- Purchase Agreement") dated as of the date hereof among the Company and the - ------------------ purchasers named therein (the "Purchasing Stockholders") in order to, among ----------------------- other things, finance its acquisition of National Health Resources, Inc. ("NHR"); --- WHEREAS, upon the issuance of the New Securities, 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 Securities 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 by the Schedule I Purchasers and (ii) holders of a majority in interest of the Company Capital Stock currently held by the FFT Purchasers; 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 and the shares of Company Common Stock issuable upon exercise of the New Warrants; WHEREAS, in connection with the Company's acquisition of NHR, the Company proposes to issue shares of Company Common Stock to the stockholders of NHR and the parties hereto desire that (1) such issuance be expressly excluded from the preemptive rights provisions of the Stockholders Agreement and (2) that a modification be made to the tag-along provisions of the Stockholders Agreement in order to allow such stockholders of NHR to receive tag-along rights that are comparable to those currently contained in the Stockholders Agreement; 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) The fifth WHEREAS clause of the Stockholders Agreement is amended by deleting the text "("Warrants")" appearing therein and -------- inserting the text "("Debenture Warrants")" in lieu thereof. ------------------ (b) Section I (1) of the Stockholders Agreement is amended by adding the following new definitions in the appropriate alphabetical order: " 'Company Common Stock' shall have the meaning provided for such -------------------- term in the second WHEREAS clause of this Agreement (it being understood that Company Common Stock includes the New Common Shares and the shares of Company Common Stock issuable upon exercise of the New Warrants)." " 'Company Capital Stock' shall have the meaning provided for such --------------------- term in the second WHEREAS clause of this Agreement (it being understood that Company Capital Stock includes the New Common Shares and the shares of Company Common Stock issuable upon exercise of the New Warrants)." " 'New Common Shares' shall have the meaning provided in Amendment ----------------- No. 1 to this Agreement dated as of November 1, 2001." " 'New Warrants' shall have the meaning provided in Amendment No. 1 ------------ to this Agreement dated as of November 1, 2001." " 'NHR' shall mean National Health Resources, Inc., a Delaware --- corporation." " 'NHR Acquisition' shall mean the acquisition of NHR by the Company --------------- or a wholly-owned subsidiary of the Company." 2 " 'NHR Stockholders' shall mean the stockholders of NHR immediately ---------------- prior to the NHR Acquisition other than those stockholders of NHR that are also Schedule I Purchasers hereunder." " 'Warrants' shall mean and refer to both the Debenture Warrants and -------- the New Warrants." (c) Section II (1) of the Stockholders Agreement is amended by deleting the second reference therein to "Warrant" and the reference therein to "Warrants" and inserting references to "Debenture Warrant" and "Debenture Warrants", respectively, in lieu thereof. (d) Section II (4) of the Stockholders Agreement is amended by deleting the text "shares of Company Capital Stock or, on or after the Debenture Sale, Warrants" appearing therein and inserting the text "shares of Company Capital Stock or Warrants (other than Debtenture Warrants) or, on or after the Debenture Sale, Debenture Warrants" in lieu thereof. (e) Section III(1) of the Stockholders Agreement is amended by deleting the text "(B) the aggregate number of shares of Company Capital Stock and Warrants owned by WCAS and its Designated Affiliates and the Tagging Stockholders" appearing therein and inserting the text "(B) the sum of (x) the aggregate number of shares of Company Capital Stock and Warrants owned by WCAS and its Designated Affiliates and the Tagging Stockholders and (y) the aggregate number of shares of Company Common Stock owned by NHR Stockholders having a right to participate on a pro rata basis with the Tagging Stockholders in such Proposed Sale" in lieu thereof. (f) Section VI(1) of the Stockholders Agreement is amended by inserting the following new clause (vi) therein: "(vi)of 3,045,600 shares of Company Common Stock to the NHR stockholders in connection with the NHR Acquisition." (g) 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 1, 2001 (the "First Amendment Effective ------------------------- Date")" in lieu thereof. ---- (h) 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 First Amendment Effective Date" in lieu thereof. (i) 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 3 the text "held by the Schedule I Purchasers on the First Amendment Effective Date" in lieu thereof. 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. (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. [SIGNATURE PAGES FOLLOW] 4 IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment No. 1 to Stockholders Agreement, all as of the day and year first above written. CONCENTRA INC. By_____________________________ Name: Richard A. Parr II Title: Executive Vice President, General Counsel and Secretary __________________________________ Name: 5 WELSH, CARSON, ANDERSON & STOWE VIII, L.P. By: WCAS VIII Associates, L.L.C., General Partner By:_________________________________________ Managing Member WCAS HEALTHCARE PARTNERS, L.P. By: WCAS HC Partners, General Partner By:_________________________________________ General Partner Patrick J. Welsh Russell L. Carson Bruce K. Anderson Andrew M. Paul Thomas E. McInerney Robert A. Minicucci Anthony J. deNicola Paul B. Queally Lawrence B. Sorrel D. Scott Mackesy Priscilla A. Newman Laura M. VanBuren Sean M. Traynor John Almedia, Jr. Jonathan M. Rather By:_________________________________________ Jonathan M. Rather, Individually and as Attorney-in-Fact 6 WCAS MANAGEMENT CORP. By:__________________________________ Name: Title: J.P. MORGAN DIRECT CORPORATE FINANCE INSTITUTIONAL INVESTORS LLC By:_____________________________________ Name: Title: J.P. MORGAN DIRECT CORPORATE FINANCE PRIVATE INVESTORS LLC By:_____________________________________ Name: Title: 522 FIFTH AVENUE FUND, L.P. By:_____________________________________ Name: Title: CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM By:_________________________________________ Name: Title: CALIFORNIA STATE TEACHERS' RETIREMENT SYSTEM By:_________________________________________ Name: Title: 7 CMS CO-INVESTMENT SUBPARTNERSHIP II By: CMS CO-INVESTMENT SUBPARTNERSHIP, a Delaware general partnership By: CMS Co-Investment Partners, L.P., a Delaware limited partnership By: CMS/Co-Investment Associates, L.P., a Delaware limited partnership By: MSPS/Co-Investment, Inc., a Delaware corporation By:______________________ Its: By: CMS 1997 Investment Partners, L.P., a Delaware limited partnership By: CMS 1997, Inc., a Delaware corporation By:______________________ Its: By: CMS Co-Investment Partners I-Q, L.P., a Delaware limited partnership By: CMS/Co-Investment Associates, L.P., a Delaware limited partnership By: MSPS/Co-Investment, Inc. a Delaware corporation By:_____________________ Its: By: CMS 1997 Investment Partners, L.P., a Delaware limited partnership By: CMS 1997, Inc., a Delaware corporation By:______________________ Its: By:___________________________________________ Ira Brind By:___________________________________________ Bruce Lindsay 8 CMS DIVERSIFIED PARTNERS, L.P. By: CMS/DP Associates, L.P, a general partner By: MSPS/DP, Inc., its general partner By:_______________________ (Vice) President By: CMS 1995 Investment Partners, L.P, a general partner By: CMS 1995, Inc., its general partner By:____________________________ (Vice) President CMS PEP XIV CO-INVESTMENT SUBPARTNERSHIP By:_____________________________________ Richard Mitchell Authorized Representative EURAZEO By:_____________________________________ Name: Title: DB CAPITAL INVESTORS, L.P. By: DB Capital Partners, L.P., its General Partner By: DB Capital Partners, Inc., its General Partner By:_______________________________ Name: Title: 9 GS PRIVATE EQUITY PARTNERS II, L.P. By: GS PEP II Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Member By:_______________________________ Name: Title: GS PRIVATE EQUITY PARTNERS II OFFSHORE, L.P. By: GS PEP II Offshore Advisors, Inc., its General Partner By:_______________________________ Name: Title: GS PRIVATE EQUITY PARTNERS II - DIRECT INVESTMENT FUND, L.P. By: GS PEP II Direct Investment Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Member By:_______________________________ Name: Title: 10 GS PRIVATE EQUITY PARTNERS III, L.P. By: GS PEP III Advisors, L.L.C., its General Partner By: GSAM Gen-Par, L.L.C., its Managing Partner By:_______________________________ Name: Title: GS PRIVATE EQUITY PARTNERS III OFFSHORE, L.P. By: GS PEP III Offshore Advisors, Inc., its General \ Partner By:_______________________________ Name: Title: NBK/GS PRIVATE EQUITY PARTNERS, L.P. By: GS PEP Offshore Advisors (NBK), Inc. General Partner By:_______________________________ Name: Title: 11 HAMILTON LANE PRIVATE EQUITY PARTNERS, L.P. By: HLSP Investment Management, LLC, its General Partner By: _____________________________________ Mario L. Giannini Managing Member HAMILTON LANE PRIVATE EQUITY FUND, PLC By: _____________________________________ Mario L. Giannini, Director By: _____________________________________ Leslie Brun, Director 12 NASSAU CAPITAL PARTNERS III L.P. By:_______________________________ Name: Title: NASSAU CAPITAL PARTNERS IV L.P. By:_______________________________ Name: Title: NAS PARTNERS LLC By:_______________________________ Name: Title: A.S.F. CO-INVESTMENT PARTNERS, L.P. By: PAF 10/98, LLC By: Old Kings I, LLC, as Managing Member By:__________________________________________ Name: Title: NEW YORK LIFE CAPITAL PARTNERS, L.P. By: NYLCAP Manager LLC, its Investment Manager By:___________________________________________ Name: Title: FERRER FREEMAN THOMPSON & CO., LLC on behalf of FFT PARTNERS I, L.P. and as its General Partner By:_____________________________________ Name: Title: and on behalf of FFT EXECUTIVE PARTNERS I, L.P. and as its General Partner By:__________________________________________ Name: Title: and on behalf of FFT PARTNERS II, L.P. and as its General Partner By:_____________________________________ Name: Title: 13 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 14 SCHEDULE II ----------- FFT Purchasers -------------- See attached. Address for FFT Purchasers: - --------------------------- c/o Ferrer Freeman Thompson & Co. The Mill 10 Glenville Street Greenwich, Connecticut 06831 Attention: Carlos Ferrer Telecopy: (203) 532-8016 with a copy to: Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Attention: David Golay Telecopy: (212) 859-8164 15 EX-10.27 18 dex1027.txt STOCKHOLDERS AGREEMENT EXHIBIT 10.27 STOCKHOLDERS AGREEMENT ---------------------- STOCKHOLDERS AGREEMENT dated as of November 20, 2001 by and among Concentra Inc., a Delaware corporation (the "Company"), Welsh, Carson, Anderson ------- & Stowe VIII, L.P., a Delaware limited partnership ("WCAS"), and the other ---- holders of Common Stock, $.01 par value, of the Company ("Common Stock") and ------------ warrants to purchase Common Stock ("Warrants") named on Schedule I hereto (each -------- a "WCAS Holder" and collectively, the "WCAS Holders"), the several stockholders ----------- ------------ of National Health Resources, Inc., a Delaware corporation ("NHR") named on --- Schedule II hereto (each an "NHR Holder" and collectively, the "NHR Holders") ---------- ---------- and, solely for purposes of Section 6 hereof, Ferrer Freeman Thompson & Co., LLC ("FFT"), on behalf of itself and its Designated Affiliates (as hereinafter --- defined). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company, NHR Acquisition Company, Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("Merger Corp"), and NHR ----------- are parties to a Merger Agreement dated as of November 2, 2001 (the "Merger ------ Agreement"), pursuant to which, at the Effective Time (such term being used in - --------- this Agreement as defined in the Merger Agreement), Merger Corp will be merged (the "Merger") with and into NHR with NHR surviving the Merger as a wholly-owned ----- subsidiary of the Company; WHEREAS, pursuant to and in accordance with the Merger Agreement, at the Effective Time all shares of capital stock of NHR held by the NHR Holders shall be converted into the right to receive cash and/or shares of Common Stock (such shares, the "Common Shares"); and ------------- WHEREAS, the Company, WCAS, the other WCAS Holders, the NHR Holders and FFT desire to provide for certain matters relating to the 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. Certain Defined Terms. In addition to the terms defined --------------------- elsewhere herein, the following terms shall have the following meanings when used herein with initial capital letters: "Affiliate" shall mean, with respect to any Person, any other Person --------- that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. "Agreement" shall mean this agreement, as the same may be amended, --------- supplemented or otherwise modified from time to time in accordance with the terms hereof. "Assumption Agreement" shall mean a writing reasonably satisfactory in -------------------- form and substance to the Company and a majority in interest of the WCAS Holders (determined by reference to holdings of Common Stock) whereby a Permitted Transferee of an NHR Holder becomes a party to and agrees to be bound by (i) the terms of this Agreement as an "NHR Holder" hereunder to the same extent as if it was an original party hereto and (ii) the terms of any lock-up agreement to which the transferee is party. "Business Day" shall mean a day other than a Saturday, Sunday, federal ------------ or New York State holiday or other day on which commercial banks in New York City are authorized or required by law to close. "Commission" shall mean the Securities and Exchange Commission, or any ---------- other federal agency at the time administering the Securities Act. "Designated Affiliate" means, in the case of WCAS or FFT, (i) any -------------------- Affiliate thereof, (ii) any general or limited partner thereof, (iii) any managing director, general partner, director, limited partner, officer or employee thereof or of any Affiliate thereof, or the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of any of the foregoing persons referred to in this clause (iii) ("Designated Associates"), or --------------------- (iv) a trust, the beneficiaries of which, or a corporation, limited liability company or partnership, the stockholders, members of general or limited partners of which, include only WCAS, FFT, any Affiliates of WCAS or FFT, or any Designated Associates or the spouses or lineal descendants thereof. "Exchange Act" shall mean the Securities Exchange Act of 1934, as ------------ amended, or any successor federal statute and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time. "Period of Distribution" shall mean (i) with respect to any Public ---------------------- Offering of Common Stock which includes Registrable Stock pursuant to Section 7(a), the period beginning on the effective date of the registration statement relating thereto and ending on the first date on which each underwriter has completed the distribution of all Registrable Stock purchased by it and (ii) with respect to any other registration of Registrable Stock pursuant to Section 7(a), a 90 day period beginning on the effective date of the registration statement relating thereto. "Permitted Transferee" shall mean (i) with respect to any NHR Holder -------------------- who is an individual, the spouse or lineal descendants thereof or any trust for the benefit of such NHR Holder or spouse or lineal descendants and (ii) with respect to any NHR Holder that is not an individual, any Affiliate thereof. "Person" shall mean any individual, corporation, limited liability ------ company, partnership, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever. "Public Offering" shall mean the sale of Common Stock to the public in --------------- a firm commitment underwritten public offering pursuant to an effective registration statement (other 2 than a registration statement on Form S-4 or S-8 or any similar or successor form) filed under the Securities Act. "Registrable Stock" shall mean the Common Shares; provided, that as to ----------------- any particular Common Shares otherwise constituting Registrable Stock, such shares shall cease to be Registrable Stock when (A) a registration statement with respect to the sale of such shares shall have become effective under the Securities Act and such shares shall have been disposed of in accordance with such registration statement, (B) such shares shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, (C) such shares shall have become eligible for resale pursuant to Rule 144(k) (or any successor provision under the Securities Act), (D) such shares shall have been otherwise Transferred and new certificates for them not bearing a legend restricting further Transfer shall have been delivered to the transferee by the Company and subsequent disposition of them by the transferee shall not require registration or qualification of them under the Securities Act or (E) they shall have ceased to be outstanding. "Registration Expenses" shall mean all expenses incurred by the Company --------------------- in complying with Section 7 hereof, including, without limitation, all registration, listing and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees of the National Association of Securities Dealers, Inc. and fees of transfer agents and registrars, but excluding any Selling Expenses. "Securities Act" shall mean the Securities Act of 1933, as amended, or -------------- any successor federal statute and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time. "Selling Expenses" shall mean all underwriting discounts and selling ---------------- commissions applicable to the sale of Registrable Stock and all expenses of counsel to the selling holders of Registrable Stock. "Transfer" shall mean a transfer, sale, assignment, pledge, -------- hypothecation or other disposition, whether directly or indirectly pursuant to the creation of a derivative security, the grant of an option or other right, the imposition of a restriction on disposition or voting, or transfer by operation of law. SECTION 2. Transfer of Common Shares. ------------------------- (a) Restrictions on Transfer; Permitted Transfers. Until August 17, --------------------------------------------- 2004 (the "Section 2(a) Expiration Date"), no NHR Holder shall Transfer any ---------------------------- Company Shares to any Person; provided, that this Section 2(a) shall not -------- restrict (A) any Transfer made pursuant to Section 3, 4 or 7 hereof, (B) any Transfer to a Permitted Transferee of such NHR Holder who duly executes and delivers an Assumption Agreement so long as such Transfer is made for no more than cost and otherwise complies with the terms and conditions of this Agreement or (C) any Transfer of Company Shares held by any employee, officer or director of the Company or any subsidiary of the Company in connection with the repurchase of such shares by the Company (the Transfers described in the foregoing clauses (A), (B) and (C) being herein referred 3 to as "Permitted Transfers"). Any purported Transfer of any Company Shares in ------------------- violation of the provisions of this Agreement shall be null and void and of no effect and each party hereto agrees that the Company shall not give effect to any such Transfer. Notwithstanding anything to the contrary contained above, no Transfer otherwise permitted under this Section 2(a) shall be permitted if such Transfer would require the Company to register a class of equity securities under Section 12 of the Exchange Act under circumstances where the Company does not then have securities of such class registered under Section 12 of the Exchange Act. (b) Notice of Proposed Transfer; Securities Law Compliance. Prior to ------------------------------------------------------ any proposed Transfer of any Common Shares (other than under the circumstances described in Sections 3, 4 or 7 hereof), whether such Transfer is made before or after the Section 2(a) Expiration Date, the NHR Holder holding such shares shall give written notice to the Company of its intention to effect such Transfer. Each such notice shall describe the manner of the proposed Transfer and, if reasonably requested by the Company, shall be accompanied by an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed Transfer of such Common Shares may be effected without registration under the Securities Act. If the foregoing condition is met, such NHR Holder shall be entitled, subject to the other terms and condition of this Agreement, to Transfer such shares in accordance with the terms of its notice. Each certificate for Common Shares Transferred as above provided shall bear the Securities Act Legend set forth in Section 2(c) below, unless (i) such Transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or is pursuant to an effective registration under the Securities Act or (ii) the opinion of counsel referred to above is to the further effect that (or, if no opinion is required, the Company determines that) the transferee and any subsequent transferee (other than an Affiliate of the Company) would be entitled to Transfer such securities in a public sale without registration under the Securities Act. The foregoing restrictions on transferability of Company Shares shall terminate as to any particular shares when such shares have either (A) been sold to the public pursuant to an effective registration statement under the Securities Act or (B) whenever the holder of such shares is able to demonstrate to the Company (and its counsel) that the provisions of Rule 144(k) of the Securities Act are available to such NHR Holder without limitation. Upon the termination of such restrictions, such holder shall be entitled to receive from the Company, without expense, a new certificate not bearing the Securities Act Legend set forth in Section 2(c). (c) Legends. Each certificate representing Company Shares shall bear ------- the following two legends each in substantially the following form with such additions thereto or changes therein as the Company may be advised by counsel are required by law or necessary to give full effect to this Agreement (the first such legend being referred to herein as the "Securities Act Legend" and --------------------- the second such legend being referred to herein as the "Shareholders Agreement ---------------------- Legend"): - ------ "THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED 4 UNDER THAT ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE." "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER 20, 2001 AMONG THE COMPANY AND THE STOCKHOLDERS OF THE COMPANY NAMED THEREIN, AS AMENDED, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT." The Shareholders Agreement Legend will be removed by the Company by the delivery of substitute certificates without such legend in the event of (i) a Transfer permitted by this Agreement and in which the transferee is not required to enter into an Assumption Agreement or (ii) the termination of this Agreement pursuant to the terms hereof. SECTION 3. Tag-Along Rights. ---------------- (a) With respect to any proposed Transfer by one or more WCAS Holders (collectively, the "Selling Stockholder") of shares of Common Stock and/or ------------------- Warrants to any Person who is not an Affiliate thereof (including as Affiliates for such purposes all Designated Affiliates of WCAS and (i) with respect to each WCAS Holder that is a partnership, (A) the general and limited partners thereof and (B) all officers, directors, members and employees of each Affiliate thereof and (ii) with respect to each WCAS Holder who is an individual, any spouse or lineal descendant thereof and any trust for the benefit of such WCAS Holder or any such spouse or lineal descendant), other than (i) in a Public Offering, (ii) pursuant to a bona fide sale to the public pursuant to Rule 144 under the Securities Act or (iii) pursuant to any agreement or plan of merger or combination, including any tender or exchange offer in respect thereof, that is approved by the Board of Directors of the Company and that provides for equal treatment of all outstanding shares of Common Stock (any such transaction, other than those referred to in (i), (ii) and (iii) above, a "Proposed Sale"), each ------------- NHR Holder will have the right to require the proposed transferee or acquiring Person to purchase from each such NHR Holder who exercises its rights under this Section 3 (a "Tagging NHR Holder") up to that number of Common Shares that is ------------------ equal to the product (rounded down to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of Common Shares owned by such Tagging Stockholder by (B) the aggregate number of shares of Common Stock and Class A Common Stock, $.01 par value, of the Company ("Class A Common -------------- Stock" and, together with the Common Stock, "Company Capital Stock") then - ----- --------------------- outstanding (assuming the exercise of all outstanding Warrants) and owned by the Selling Stockholder, the Tagging NHR Holders and all other securityholders of the Company having a right to participate in such Proposed Sale and (ii) the total number of shares of Common Stock and Warrants proposed to be Transferred to the 5 transferee or acquiring Person in the Proposed Sale (a "Proposed Transferee"), ------------------- at the same price per share of Common Stock and upon the same terms and conditions (including, without limitation, time of payment, form of consideration and adjustments to purchase price) as the Selling Stockholder; provided, that in order to be entitled to exercise its right to sell Common - -------- Shares to the Proposed Transferee pursuant to this Section 3, each Tagging Stockholder (x) shall agree to the same covenants (as appropriate) and indemnities as the Selling Stockholder agrees to in connection with the Proposed Sale; provided, that the aggregate amount of liability of such Tagging NHR ------- Stockholder with respect to such covenants and indemnities shall not exceed the proceeds to such Tagging NHR Stockholder in connection with the Proposed Sale, and (y) shall make such representations and warranties concerning its title to the Company Shares to be sold in connection with the Proposed Sale and its authority to enter into and consummate the Proposed Sale as the Selling Stockholder makes, but shall not be required to make any other representations and warranties. (b) Each Tagging NHR Stockholder will be responsible for funding its proportionate share of any escrow arrangements in connection with the Proposed Sale and for its proportionate share of any withdrawals therefrom, including without limitation any such withdrawals that are made with respect to claims arising out of agreements, covenants, representations, warranties, indemnities or other provisions relating the Proposed Sale that were made by the Tagging NHR Stockholder. (c) Each Tagging NHR Stockholder will be responsible for its proportionate share of the reasonable fees, commissions and other out-of-pocket expenses (collectively, "Costs") of the Proposed Sale to the extent not paid or reimbursed by the Company, the Proposed Transferee or another Person (other than the Selling Stockholder); provided, that the Proposed Sale is consummated and -------- the liability for such Costs shall not exceed the total purchase price received by such Tagging NHR Stockholder for such shares. The Selling Stockholder shall be entitled to estimate the Tagging NHR Stockholders' proportionate share of such Costs and to withhold such amounts from payments to be made to the Tagging NHR Stockholder at the time of closing of such Proposed Sale; provided, that (i) -------- such estimate shall not preclude the Selling Stockholder from recovering additional amounts from the Tagging NHR Stockholder in respect of such Tagging NHR Stockholder's proportionate share of such Costs and (ii) the Selling Stockholder shall reimburse the Tagging NHR Stockholder to the extent actual amounts are ultimately less than the estimated amounts or any such amounts are paid by the Company, the Proposed Transferee or another Person (other than the Selling Stockholder). (d) The Selling Stockholder will give notice to the Company of each Proposed Sale not more than five days after the execution of the definitive agreement relating to the Proposed Sale, setting forth the number of shares of Common Stock and Warrants proposed to be so Transferred, the name and address of the Proposed Transferee, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Selling Stockholder will provide such information, to the extent reasonably available to the Selling Stockholder, relating to such non-cash consideration as each of the Tagging NHR Stock holders, may reasonably request in order to evaluate such non-cash consideration) and other terms and conditions of payment offered by the Proposed Transferee. If any holders of Common Stock are given an option as to the form and amount of consideration to be received, all 6 Tagging NHR Stockholders shall be given the same option. In the event that any of the terms and/or conditions set forth in the notice are thereafter amended in any respect, the Selling Stockholder shall also give written notice of the amended terms and conditions of the Proposed Sale to the Company, and each Tagging NHR Stockholder shall be permitted to cancel its exercise of its rights under this Section 3 upon delivery of written notice to the Company to such effect and shall be released from its obligation hereunder. Upon its receipt of any such notice or amended notice, the Company shall promptly, but in all events within three (3) Business Days of its receipt thereof, forward copies thereof to each of the Tagging NHR Stockholders. The Selling Stock holder will deliver or cause to be delivered to the Company, which in turn will deliver to each Tagging NHR Stockholder, copies of all transaction documents relating to the Proposed Sale promptly as the same become available. The tag-along rights provided by this Section 3 must be exercised by the Tagging NHR Stockholders within 10 Business Days following receipt of the notice required by the preceding sentence by delivery of a written notice to the Selling Stock holder indicating its desire to exercise its rights and specifying the number of Common Shares it desires to sell (the "Tag-Along Notice"). The Tagging NHR Stockholders will be ---------------- entitled under this Section 3 to Transfer to the Proposed Transferee up to that number of Common Shares calculated in accordance with Section 3(a) above. (e) Any Tagging NHR Stockholder participating in the proposed disposition shall deliver to the Company, as agent for such Tagging NHR Stockholder, for Transfer to the Proposed Transferee one or more certificates, properly endorsed for Transfer and with all stock transfer taxes paid and stamps affixed, which represent the number of Common Shares that such Tagging NHR Stockholder elects to dispose of pursuant to this Section 3. The consummation of such proposed disposition shall be subject to the sole discretion of the Selling Stock holder, who shall have no liability or obligation whatsoever to any Tagging NHR Stockholder participating therein other than to obtain for such Tagging NHR Stockholder the same terms and conditions as those of the Selling Stockholder. Upon the consummation of any such sale, the Company (i) shall transfer to the Proposed Transferee a stock certificate or certificates representing the number of Common Shares to be disposed of by any Tagging NHR Stockholders and (ii) shall promptly thereafter remit to each Tagging NHR Stockholder (i) that portion of the proceeds of the disposition to which such Tagging NHR Stockholder is entitled by reason of such participation and (ii) a stock certificate representing any balance of Common Shares that were not so disposed of (or all Common Shares, in the event the proposed disposition is not consummated). (f) If any Tagging NHR Stockholder exercises its rights under this Section 3, the closing of the purchase of the Common Shares with respect to which such rights have been exercised will take place concurrently with the closing of the sale of the Selling Stockholder's Common Stock and/or Warrants to the Proposed Transferee. If by the end of ninety (90) days following the date of delivery of the notice of the Proposed Sale provided by the Company pursuant to Section 3(d), the Selling Stockholder and the Proposed Transferee have not completed the Proposed Sale, each Tagging NHR Stockholder shall be released from its obligations under this Section 3, and the Tag-Along Notices shall be null and void, and it shall be necessary for the terms of this Section 3 to be separately complied with in order to consummate such Proposed Sale pursuant to this Section 3. 7 SECTION 4. Drag-Along Rights. ----------------- (a) If one or more of the WCAS Holders (collectively, the "Dragging -------- Stockholder") receives an offer from a Person other than an Affiliate thereof (a - ----------- "Third Party") to purchase (in a transaction of a type referred to in the first ----------- sentence of Section 3(a)) at least a majority of the shares of Common Stock then outstanding and such offer is accepted by the Dragging Stockholder, then each NHR Holder (collectively, the "Drag-Along Stockholders") hereby agrees that, if ----------------------- requested by the Dragging Stockholder, it will Transfer to such Third Party, subject to the other provisions of this Section 4, on the terms of the offer so accepted by the Dragging Stockholder, including, without limitation, time of payment, form and choice of consideration and adjustments to purchase price, a number of Common Shares equal to the number of Common Shares owned by it multiplied by the percentage of the then outstanding shares of Common Stock to which the Third Party offer is applicable. (b) The Dragging Stockholder will give notice (the "Drag-Along Notice") ----------------- to the Company of any proposed Transfer giving rise to the rights of the Dragging Stockholder set forth in Section 4(a) (a "Section 4 Transfer") within ------------------ five (5) Business Days following the Dragging Stockholder's acceptance of the offer referred to in Section 4(a). The Company will promptly forward such notice to each Drag-Along Stockholder (it being understood that such notice shall be given to the Company and forwarded to the Drag-Along Stockholders, in any event, not less than 10 Business Days prior to the proposed closing date for such Section 4 Transfer). The Drag-Along Notice will set forth the number of shares of Common Stock proposed to be so Transferred, the name of the proposed Transferee or acquiring Person, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Stockholder will provide such information, to the extent reasonably available to the Dragging Stockholder, relating to such non-cash consideration as the Drag-Along Stockholders together may reasonably request in order to evaluate such non-cash consideration) and the other terms and conditions of the offer. If any holders of Common Stock are given an option as to the form and amount of consideration to be received, all Drag-Along Holders shall be given the same option. Each Drag-Along Stockholder (x) shall agree to the same covenants (as appropriate) and indemnities as the Dragging Stockholder agrees to in connection with the Section 4 Transfer; provided, that the -------- aggregate amount of liability of such Drag-Along Stockholder with respect to such covenants and indemnities shall not exceed the proceeds to such Drag-Along Stockholder in connection with the Section 4 Transfer and (y) shall make such representations and warranties concerning its title to the Common Shares to be sold in connection with the Section 4 Transfer and its authority to enter into and consummate the Section 4 Transfer as the Dragging Stockholder makes, but shall not be required to make any other representations and warranties. If a Dragging Stockholder does not request that the Drag-Along Stockholders participate in a Section 4 Transfer, then each NHR Holder shall have the right to participate in such proposed transfer in accordance with its rights under Section 3 above. (c) Each Drag-Along Stockholder will be responsible for funding its proportionate share of any escrow arrangements in connection with the Section 4 Transfer and for its proportionate share of any withdrawals therefrom, including without limitation any such withdrawals that are made with respect to claims arising out of agreements, covenants, represen- 8 tations, warranties, indemnities or other provisions relating the Section 4 Transfer that were made by the Drag-Along Stockholder. (d) Each Drag-Along Stockholder will be responsible for its proportionate share of the Costs of the Section 4 Transfer to the extent not paid or reimbursed by the Company, the Third Party or another Person (other than the Dragging Stockholder); provided, that such Section 4 Transfer is consummated -------- and the liability for such Costs shall not exceed the total purchase price received by such Drag-Along Stockholder for such shares. The Dragging Stockholder shall be entitled to estimate the Drag-Along Stockholders' proportionate share of such Costs and to withhold such amounts from payments to be made to the Drag-Along Stockholder at the time of closing of the Section 4 Transfer; provided, that (i) such estimate shall not preclude the Dragging Stockholder from recovering additional amounts from the Drag-Along Stockholder in respect of such Drag-Along Stockholder's proportionate share of such Costs and (ii) the Dragging Stockholder shall reimburse the Drag-Along Stockholder to the extent actual amounts are ultimately less than the estimated amounts or any such amounts are paid by the Company, the Third Party or another Person (other than the Dragging Stockholder). If the Section 4 Transfer is not consummated within 180 days from the date of the Drag-Along Notice, the Dragging Stockholder must deliver another Drag-Along Notice in order to exercise its rights under this Section 4 with respect to such Section 4 Transfer. (e) At the closing of such Section 4 Transfer, each of the Dragging Stockholders shall deliver certificates evidencing the Common Shares then held by it and to be sold in such sale, duly endorsed for transfer or accompanied by stock powers executed in blank, against payment of the purchase price therefor by wire transfer to the account or accounts specified by such Drag-Along Stockholder. (f) The proceeds from such Section 4 Transfer shall be allocated among all selling holders of Common Stock on a pro rata basis, based on the number of shares of Common Stock then held by each such stockholder. SECTION 5. Custody Agreement and Power of Attorney. Upon delivering a --------------------------------------- Tag Along Notice or receiving a Drag-Along Notice, each NHR Holder will, if requested by the Selling Stockholder or the Dragging Stockholder, as the case may be, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Selling Stockholder or the Dragging Stockholder with respect to the Common Shares that are to be sold by such NHR Holders pursuant to Section 3 or Section 4, as the case may be (a "Custody ------- Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney - ------------------------------- will provide, among other things, that each such NHR Holder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such Common Shares (each duly endorsed in blank by the registered owner or owners thereof) and irrevocably appoint said custodian and attorney-in-fact as its agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on its behalf with respect to (and subject to the terms and conditions of) the matters specified in Section 3 or Section 4, as the case may be. SECTION 6. Right of First Offer. -------------------- 9 (a) If, at any time after the Section 2(a) Expiration Date, any NHR Holder (for purposes of this Section 6, a "Seller") desires to Transfer (other ----- than in a Permitted Transfer) any of the Common Shares held by it, then such Seller shall give to the Company a written notice (a "Notice of Desire to Sell") ------------------------ which shall set forth in reasonable detail the number of Common Shares which it desires to sell (the "Subject Shares") and, may, if the Seller so chooses to specify, set forth any other terms and conditions of the desired disposition. The Company shall deliver such Notice of Desire to Sell to WCAS and FFT promptly upon receipt thereof. A Seller may deliver a Notice of Desire to Sell whether or not such Seller has received an offer from a third party to purchase such Company Shares. (b) WCAS, FFT and their Designated Affiliates (the "Offerees") shall -------- have the right, exercisable upon written notice to the Seller within 15 days after receipt of any Notice of Desire to Sell (the "Offer Notice"), to offer to ------------ purchase any or all Subject Shares proposed to be sold by the Seller at a purchase price equal to the proposed purchase price specified in the Notice of Desire to Sell if so specified, or as proposed in the Offer Notice if not specified in the Notice of Desire to Sell, and otherwise on the terms and conditions specified in the Notice of Desire to Sell to the extent so specified and any additional terms and conditions proposed in the Offer Notice (collectively, including with respect to purchase price, the "Offer Terms"). ----------- Each Offer Notice shall state the number of shares to be purchased by the Offerees delivering such Offer Notice (the "Purchasing Stockholders") and that ----------------------- the Purchasing Stockholders will purchase such shares within 45 days thereafter (or such longer period as is necessary to obtain any necessary consents or approvals or to otherwise comply with applicable law). In the event that more than one Person exercises its right to offer to purchase pursuant to this paragraph 6(b), the allocation among such Purchasing Stockholders of any shares actually sold pursuant to this paragraph 6(b) shall be as agreed by such Purchasing Stockholders; provided, that, if the number of shares that the Purchasing Stockholders offer to purchase exceeds the number of Subject Shares and the Purchasing Stockholders do not agree on the allocation of the Subject Shares prior to the expiration of the 15-day period specified in this paragraph 6(b) then the Subject Shares shall be allocated ratably between Purchasing Stockholders based on the number of shares of Company Capital Stock owned by such Purchasing Stockholder on the date of such Offer Notice out of the total outstanding shares of Company Capital Stock on that date owned by all of the Purchasing Stockholders; provided, further, that any such Subject Shares -------- ------- allocated to the FFT and its Designated Affiliates may be allocated among the they as they may agree. (c) If the Offerees deliver, within the period specified in paragraph 6(b) above, an Offer Notice with respect to Subject Shares, the Seller shall sell such Subject Shares to such Purchasing Stockholders on the Offer Terms within the 45-day period specified in paragraph 6(b) above (or such longer period as is necessary to obtain any necessary consents or approvals or to otherwise comply with applicable law). Following the period specified in paragraph 6(b) above, the Seller may (subject to any other applicable restrictions hereunder) Transfer such Subject Shares with respect to which no Offer Notice was received to any third party; provided, that the Seller may not sell such shares with respect to which no Offer Notice was received to such third party on material terms that are the same as or more favorable, in the aggregate, to such third party than the material terms set forth in the Offer Terms, in the aggregate. Any such sale with respect to which definitive documentation is not entered into within 60 days after the 10 expiration of the period specified in paragraph 6(b) above, or which is not consummated within 60 days of the execution of such definitive documentation (or such longer period as is necessary to obtain any necessary consents or approvals or to otherwise comply with applicable law) shall again be subject to the requirements of this Section 6. SECTION 7. Registration Rights. ------------------- (a) Piggyback Registration. If the Company at any time proposes to ---------------------- register any Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other stockholders of the Company or both (except (x) with respect to registration statements on Form S-4 or S-8 or another form not available for registering Registrable Stock for sale to the public or (y) with respect to the first Public Offering after the date hereof), it will give written notice at such time to all holders of outstanding Registrable Stock of its intention to do so. Upon the written request of any such holder, given within 20 days after receipt of any such notice by the Company, to register any of its Registrable Stock (which request shall state the intended method of disposition thereof), the Company will use its reasonable best efforts to cause the Registrable Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by the holder (in accordance with its written request) of such Registrable Stock so registered; provided that nothing herein shall prevent the Company from abandoning or delaying such registration at any time. In the event that any registration pursuant to this Section 7(a) shall be in whole or in part an underwritten public offering of Common Stock, any request by a holder pursuant to this Section 7(a) to register Registrable Stock shall specify that such Registrable Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. The number of shares of Registrable Stock to be included in such an underwriting may be reduced (such reduction to be made on a pro rata basis among the holders of Registrable Stock requesting registration pursuant to this Section 7(a) based on the number of shares of Registrable Stock requested to be registered by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein by the Company and/or any other selling securityholders of the Company. (b) Registration Procedures. If and whenever the Company is required by ----------------------- the provisions of Section 7(a) hereof to use its reasonable best efforts to effect the registration of any of the Registrable Stock held by NHR Holders under the Securities Act, the Company will: (i) in accordance with the Securities Act and all applicable rules and regulations, prepare (and afford one counsel for the selling holders of Registrable Stock reasonable opportunity to review and comment thereon) and file with the Commission a registration statement with respect to such securities and use its reasonable best efforts to cause such registration statement to become and remain effective for the Period of the Distribution contemplated thereby; (ii) prepare (and afford one counsel for the selling holders of Registrable Stock reasonable opportunity to review and comment thereon) and file with the Commission such 11 amendments and supplements to such registration statement and the prospectus used in connection therewith and any documents incorporated by reference therein and file such other documents as may be necessary to keep such registration statement effective for the Period of the Distribution contemplated thereby and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Stock covered by such registration statement in accordance with the sellers' intended method of disposition set forth in such registration statement for such Period of Distribution; (iii) furnish to each selling holder and to each underwriter such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus), and all amendments, supplements, and exhibits thereto, and such other documents as such persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Stock covered by such registration statement; (iv) use its reasonable best efforts to register or qualify the Registrable Stock covered by such registration statement under the securities or blue sky laws of such jurisdictions as the selling holders of Registrable Stock or, in the case of an underwritten public offering, the managing underwriter, shall reasonably request; provided, that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (iv), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any jurisdiction; (v) immediately notify each selling holder of Registrable Stock under such registration statement and each underwriter (A) when such registration statement or any post- effective amendment or supplement thereto becomes effective or a supplement to any prospectus forming a part of such registration statement has been filed; (B) of the issuance by the Commission or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of such registration statement; (C) of the happening of any event as a result of which such registration statement, as then in effect, the prospectus contained therein or any document incorporated by reference therein includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; or (D) of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information; (vi) use its reasonable best efforts to furnish, at the request of any selling holder, on the date that shares of Registrable Stock are delivered to the underwriters for sale pursuant to such registration statement, if such securities are being sold through underwriters, or on the date that the registration statement becomes effective, if such securities are not being sold through underwriters: (A) an opinion dated such date of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to each such selling holder of Registrable Stock, stating that such registration statement has become effective under the Securities Act and that (1) to the knowledge of such counsel, no stop order suspending the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act and (2) the registration statement, the related prospectus, and each amendment or supplement thereof, comply as to form in all material 12 respects with the requirements of the Securities Act (except that such counsel need express no opinion as to financial statements, the notes thereto, and the financial schedules and other financial and statistical data contained therein), and (B) a letter dated such date from the independent public accountants retained by the Company, addressed to the underwriters, if any, and to such sellers of Registrable Stock stating that they are independent public accountants within the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included in the registration statement or the prospectus, or any amendment or supplement thereof, comply as to form in all material respects with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect to the registration in respect of which such letter is being given as such underwriters or sellers of Registrable Stock may reasonably request; and (vii) take such actions as may be necessary or appropriate to cause the Registrable Stock so to be registered to be listed on the principal securities exchange (or on the NASDAQ National Market System, as the case may be) on which shares of Common Stock are then traded. In connection with each registration hereunder, the selling holders of Registrable Stock will furnish to the Company in writing such information with respect to themselves and the proposed distribution by them as shall be reasonably necessary in order to assure compliance with federal and applicable state securities laws. (c) Expenses. The Company will pay all Registration Expenses in -------- connection with each registration statement filed pursuant to Section 7(a) hereof. All Selling Expenses in connection with any registration statement filed pursuant to Section 7(a) hereof shall be borne by the participating holders of Registrable Stock in proportion to the number of shares proposed to be sold by each. (d) Rule 144 Reporting. The Company agrees with each of the NHR Holders ------------------ that (i) the Company shall make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times as it is able to do so, (ii) the Company shall file with the Commission in a timely manner all reports and other documents as the Commission may prescribe under Section 13(a) or 15(d) of the Exchange Act at any time that the Company is subject to such reporting requirements of the Exchange Act, (iii) the Company shall furnish to any holder of Registrable Stock forthwith upon request (1) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, and of the Securities Act and the Exchange Act, (2) a copy of the most recent annual or quarterly report of the Company and (3) such other reports and documents so filed as such holder may reasonably request to avail itself of any rule or regulation of the Commission allowing a holder of Registrable Stock to sell any such securities without registration. SECTION 8. Indemnification. --------------- (a) In the event of a registration of any of the Registrable Stock under the Securities Act pursuant to Section 7(a) hereof, the Company will indemnify and hold harmless, 13 to the fullest extent permitted by law, each seller of such Registrable Stock thereunder, each underwriter of Registrable Stock thereunder, each of their respective affiliates, each of their and their affiliates' respective directors, officers, fiduciaries, trustees, agents, employees, stockholders, general and limited partners and members, and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened) in respect thereof (all of the foregoing, collectively, "Claims") and expenses (including the reasonable fees and expenses of counsel, and amounts paid in any settlement effected with the Company's consent, which consent shall not be unreasonably withheld or delayed) to which such indemnified party may become subject under the Securities Act or otherwise, insofar as such Claims or expenses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Stock were registered under the Securities Act pursuant to Section 7(a), any preliminary prospectus, summary or final prospectus contained therein, or any amendment or supplement of any thereof, or any documents incorporated by reference therein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, that the Company will not be liable to any such indemnified party if and to the extent that any such Claim or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information pertaining to such indemnified party furnished by such indemnified party in writing for use in such registration statement or prospectus. (b) In the event of a registration of any of the Registrable Stock under the Securities Act pursuant to Section 7(a) hereof, each seller of such Registrable Stock thereunder, severally and not jointly, will indemnify and hold harmless, to the fullest extent permitted by law, the Company and each person, if any, who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities Act, each other selling stockholder of the Company under such registration statement and each affiliate, officer, director, fiduciary, trustee, agent, employee, stockholder, general or limited partner or member of the Company, each such controlling person, each such officer, each such director, each such underwriter and each such other selling stockholder against all Claims and expenses (including reasonable fees and expenses of counsel, and amounts paid in any settlement effected with the indemnifying party's consent, which consent shall not be unreasonably withheld or delayed) to which the Company or such officer or director or underwriter or controlling person or other selling stockholder may become subject under the Securities Act or otherwise, insofar as such Claims or expenses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Stock were registered under the Securities Act pursuant to Section 7(a) any preliminary prospectus, summary or final prospectus contained therein, or any amendment or supplement of any thereof, or any documents incorporated by reference therein, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein 14 not misleading, and will reimburse the Company and each such indemnified party for any legal or other expenses incurred by them in connection with investigating or defending any such Claim; provided, that such seller will be liable hereunder to any such indemnified party if and only to the extent that any such Claim or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by such seller for use in such registration statement or prospectus; provided, further, that the liability of each selling NHR Holder hereunder shall be limited to the proceeds (net of underwriting discounts and commissions) received by such seller from the sale of Registrable Stock covered by such registration statement. (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party under this Section 8 except to the extent such indemnifying party is materially prejudiced thereby, and in any event will not relieve such indemnifying party from any liability which it may have to any indemnified party other than under this Section 8. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 8 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, that, if the defendants in any such action include both -------- the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, or if the indemnifying party shall not diligently continue such defense in good faith, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. (d) Notwithstanding the foregoing, any indemnified party shall have the right to retain its own counsel in any such action, but except as set forth above the fees and disbursements of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party shall have failed to retain counsel for the indemnified person as aforesaid or (ii) the indemnifying party and such indemnified party shall have mutually agreed to the retention of such counsel. It is understood that the indemnifying party shall not, in connection with any action or related actions in the same jurisdiction, be liable for the fees and disbursements of more than one firm (together with local counsel) to act as counsel for the indemnified party. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent (which shall not be unreasonably withheld or 15 delayed), but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the written consent of the indemnified party (which shall not be unreasonably withheld or delayed), effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action in respect of which indemnification may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action) unless such settlement, compromise or judgment (i) includes an unconditional release of such indemnified party from all liability arising out of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such indemnified party. (e) If for any reason the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under this Section 8 in respect of any Claims or expenses in respect thereof referred to therein, then each indemnifying party shall in lieu of indemnifying such indemnified party contribute to the amount paid or payable by such indemnified party as a result of such Claims or expenses in such proportion as appropriate to reflect the relative fault of the parties in connection with the statements or omissions which resulted in such Claims or expenses as well as any other relevant equitable considerations, including the failure to give any notice under Section 8(c). The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact relates to information supplied by the indemnifying party, on the one hand, or the indemnified party, on the other, and to the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each of you agree that it would not be just and equitable if contributions pursuant to this paragraph (e) were determined by pro rata allocation (even if all of the sellers of such Registrable Stock were treated as one entity for such purpose) or by any other method of allocation which did not take account of the equitable considerations referred to above in this paragraph (e). The amount paid or payable by an indemnified party as a result of the Claims and expenses in respect thereof, referred to above in this paragraph (e), shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this paragraph (e), no seller of such Registrable Stock or related indemnified party shall be required to contribute any amount in excess of the amount of proceeds (net of underwriting discounts and commissions) received by such seller from the sale of Registrable Stock covered by such registration statement. No person guilty of fraudulent misrepresentations (within the meaning of Section 11(f) of the Securities Act), shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation. (f) The indemnification of underwriters provided for in this Section 8 shall be on such other terms and conditions as are at the time customary and reasonably required by such underwriters. In that event the indemnification of the sellers of Registrable Stock in such underwriting shall at the sellers' request be modified to conform to such terms and conditions. (g) The indemnification and contribution agreements contained herein shall be in addition to any other rights to indemnification and contribution which any indemnified party may have pursuant to law or contract or otherwise, shall remain operative and in full force and 16 effect regardless of any investigation made or omitted by or on behalf of any indemnified party and shall survive the transfer of Registrable Stock by any such party. SECTION 9. Representations and Warranties of the Parties. Each of the --------------------------------------------- parties hereto, severally and not jointly, represents and warrants (as to itself only) to each of the other parties hereto as follows: (a) Each such party that is a corporation, limited liability company, limited partnership, trust or other entity, is duly organized, validly existing and in good standing, in each case to the extent applicable, under the laws of the jurisdiction of its organization. Each such party that is a corporation, limited liability company, limited partnership, trust or other entity has the requisite power and authority, and each such party that is an individual has the capacity, to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by such party will not violate any provision of the charter, bylaws or other governing instruments, if any, of such party, any provision of applicable law, any order of any court or other agency of government applicable to such party, or any provision of any indenture, agreement or other instrument to which such party or any of such party's properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument. (b) This Agreement has been duly executed and delivered by such party, and when executed by the other parties hereto will constitute the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms. SECTION 10. Miscellaneous. ------------- (a) Headings. Headings of sections and paragraphs of this Agreement are -------- inserted for convenience of reference only and shall not affect the interpretation or be deemed to constitute a part hereof. (b) Severability. In the event that any one or more of the provisions ------------ contained in this Agreement or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable, such illegality, invalidity or unenforceability shall not affect any other provisions of this Agreement. (c) Benefits of Agreement. Nothing expressed by or mentioned in this --------------------- Agreement is intended or shall be construed to give any person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding anything in this Section 10(c) to the contrary, subject to compliance with the terms of this Agreement, each NHR Holder shall have the right to assign its interests hereunder in whole or in part to any transferee of the Company Shares held by such NHR Holder in compliance with this Agreement. Except as expressly permitted hereby, each party's rights and obligations under this 17 Agreement shall not be subject to assignment or delegation by any party hereto, and any attempted assignment or delegation in violation hereof shall be null and void ab initio. (d) Notices. Any notice, request, consent or other communications ------- required or permitted hereunder shall be deemed to be sufficient and received if contained in a written instrument delivered in person or by courier or duly sent by first class certified mail, postage prepaid, or by facsimile addressed to such party at the address or facsimile number set forth below: (1) if to the Company, to it at: 5080 Spectrum Drive Suite 400, West Tower Addison, Texas 75001 Facsimile Number: (972) 387-1938 Attention: General Counsel with a copy to: Reboul, MacMurray, Hewitt, Maynard & Kristol 45 Rockefeller Plaza New York, New York 10111 Facsimile Number: (212) 841-5725 Attention: Othon A. Prounis, Esq. (2) if to any WCAS Holder or NHR Holder, to the address of such stockholder appearing in Schedule I or Schedule II hereto with a copy to: Milbank, Tweed, Hadley & McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005 Facsimile Number: (212) 530-5219 Attention: Robert S. Reder, Esq. (3) if to FFT, to it at: Ferrer Freeman Thompson & Co. The Mill 10 Glenville Street Greenwich, Connecticut 06831 Facsimile Number: (203) 532-8016 with a copy to: 18 Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Facsimile Number: (212) 859-8164 Attention: David Golay or, in any case, at such other address or facsimile number as shall have been furnished in writing by such party to the other parties hereto. All such notices, requests, consents and other communications shall be deemed to have been received (a) in the case of personal or courier delivery, on the date of such delivery, (b) in the case of mailing by first class certified mail, postage prepaid, on the fifth business day following the date of such mailing and (c) in the case of facsimile, when received. (e) Entire Agreement; Modification; Termination of Agreement. This -------------------------------------------------------- Agreement (including the schedules hereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and may not be amended, supplemented or otherwise modified except by an instrument in writing signed by the Company and (i) a majority in interest of Common Stock held by the WCAS Holders and (ii) a majority in interest of Common Shares held by the NHR Holders. Any waiver of any provision of this Agreement must be in a writing signed by the party against whom enforcement of such waiver is sought. Notwithstanding anything to the contrary contained in this Agreement, (A) the provisions of Sections 2(a), 3, 4, 5 and 6 of this Agreement shall terminate upon the consummation of one or more Public Offerings by the Company of Common Stock having an aggregate offering price to the public of not less than $100 million and (B) this Agreement shall terminate in its entirety on the tenth anniversary of the date hereof. (f) Covenants Bind Successors and Assigns. All the covenants, ------------------------------------- stipulations, promises and agreements in this Agreement contained by or on behalf of any party shall bind its successors and permitted assigns, whether so expressed or not. (g) Effectiveness. This Agreement shall be of no force or effect unless ------------- and until the consummation of the Merger at the Effective Time; upon such consummation, this Agreement shall be in full force and effect. (h) Counterparts. This Agreement may be executed in any number of ------------ counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. (i) Changes in Company Capital Stock. If, and as often as, there are -------------------------------- any changes in the Company Capital Stock by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof as may be required so that the rights and privileges granted hereby shall continue with respect to the Company Shares. (j) Specific Performance. Each party hereto agrees that a remedy at law -------------------- for any breach or threatened breach by such party of this Agreement would be inadequate and therefore 19 agrees that any other party hereto shall be entitled to pursue specific performance of this Agreement in addition to any other available rights and remedies in case of any such breach or threatened breach. (k) Construction. The language used in this Agreement will be deemed to ------------ be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Unless the context otherwise requires: (i) words in the singular include the plural, and in the plural include the singular and (ii) the words "hereof", "herein", and ------ ------ "hereunder" and words of similar import when used in this Agreement refer to -------- this Agreement as a whole and not to any particular provision of this Agreement, and section references are to this Agreement unless otherwise specified. (l) Governing Law. This Agreement shall be governed by, enforceable ------------- under, and construed in accordance with the laws of the State of New York. (m) Waiver of Jury Trial. Each of the parties hereto hereby irrevocably -------------------- waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated hereby. (n) Termination of NHR Stockholders Agreement. The parties hereto agree ----------------------------------------- that, upon the effectiveness of this Agreement, the Amended and Restated Stockholders Agreement dated as of July 3, 1996 by and among NHR and its stockholders, as amended, shall be terminated and of no further force and effect. [SIGNATURE PAGES FOLLOW] 20 IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the day and year first above written. The Company: ----------- CONCENTRA INC. By:______________________________________ Name: Title: The WCAS Holders: ---------------- WELSH, CARSON, ANDERSON & STOWE VIII, L.P. BY: WCAS VIII Associates, L.L.C., Its General Partner By:______________________________________ Managing Member WCAS HEALTHCARE PARTNERS, L.P. BY: WCAS HC Partners, its General Partner By:______________________________________ General Partner Patrick J. Welsh Russell L. Carson Bruce K. Anderson Andrew M. Paul Thomas E. McInerney Robert A. Minicucci Anthony J. deNicola Paul B. Queally Lawrence B. Sorrel D. Scott Mackesy Priscilla A. Newman Laura M. VanBuren Sean M. Traynor John Almedia, Jr. Jonathan M. Rather By: /s/ JONATHAN M. RATHER ------------------------------------- Jonathan M. Rather, Individually and as Attorney-in-Fact WCAS MANAGEMENT CORP By:______________________________________ Title: Accepted and agreed to solely for purposes of Section 6 above as of the date first above written: FERRER FREEMAN THOMPSON & CO., LLC on behalf of FFT PARTNERS I, L.P. and as its General Partner and on behalf of FFT EXECUTIVE PARTNERS I, L.P. and as its General Partner and on behalf of FFT PARTNERS II, L.P. and as its General Partner By:_____________________________________ Name: Title: STOCKHOLDERS AGREEMENT - NHR HOLDER SIGNATURE PAGE NHR Holder: ---------- By:______________________________________ Name: Title: SCHEDULE I ---------- WCAS Holders ------------ WELSH, CARSON, ANDERSON & STOWE VIII, L.P. WCAS HEALTHCARE PARTNERS, L.P. WCAS MANAGEMENT CORP Patrick J. Welsh Russell L. Carson Bruce K. Anderson Andrew M. Paul Thomas E. McInerney Robert A. Minicucci Anthony J. deNicola Paul B. Queally Lawrence B. Sorrel D. Scott Mackesy Priscilla A. Newman Laura M. VanBuren Sean M. Traynor John Almedia, Jr. Jonathan M. Rather c/o Welsh, Carson, Anderson & Stowe 320 Park Avenue, Suite 2500 New York, New York 10022 Attention: Paul B. Queally Facsimile: (212) 893-9566 SCHEDULE II ----------- NHR Holders1 ------------ Name Address For Notices ---- ------------------- [TO COME] - ----------------------- 1 Will include all NHR stockholders other than WCAS persons. EX-21.1 19 dex211.txt SUBSIDIARIES OF CONCENTRA OPERATING EXHIBIT 21.1 LIST OF SUBSIDIARIES
NAME STATE OF INCORPORATION ---- ---------------------- Concentra Management Services, Inc.......................................................Nevada Concentra Preferred Systems, Inc.........................................................Delaware First Notice Systems, Inc................................................................Delaware Focus Healthcare Management, Inc.........................................................Tennessee Hillman Consulting, Inc..................................................................Nevada CRA Managed Care of Washington, Inc......................................................Washington CRA-MCO, Inc.............................................................................Nevada Drug-Free Consortium, Inc................................................................Texas Concentra Managed Care Services, Inc.....................................................Massachusetts Concentra Health Services, Inc. (doing business as Concentra Medical Centers)............Nevada Concentra Managed Care Business Trust....................................................Massachusetts OccuCenters I, L.P. (doing business as Concentra Medical Centers)........................Texas OCI Holdings, Inc.(doing business as Concentra Medical Centers)..........................Nevada Concentra Laboratory, L.L.C. (doing business as Advanced Toxicology Network).............Delaware Concentra Preferred Business Trust.......................................................Massachusetts HealthNetwork Systems, L.L.C.............................................................Delaware Medical Network Systems, LLC.............................................................Delaware Focus Healthcare Business Trust..........................................................Massachusetts MetraComp, Inc...........................................................................Connecticut NHR Michigan, Inc........................................................................Delaware NHR Washington, Inc......................................................................Delaware Concentra Iowa, L.L.C. (doing business as Concentra Medical Centers).....................Iowa Concentra Berks Lancaster, L.L.C. (doing business as Concentra Medical Centers)..........Delaware Managed Prescription Program Joint Venture...............................................Arizona Tucson Occupational Medicine Partnership (doing business as Concentra Medical Centers)........................................Arizona OHC of Oklahoma, L.L.C. (doing business as Concentra Medical Centers)....................Oklahoma Concentra Occupational Healthcare Harrisburg, L.P. (doing business as Concentra Medical Centers).........................................Pennsylvania Concentra Arkansas, L.L.C. (doing business as Concentra Medical Centers).................Delaware Concentra South Carolina, L.L.C. (doing business as Concentra Medical Centers)...........Delaware Concentra New Orleans, L.L.C. (doing business as Concentra Medical Centers)..............Delaware Concentra St. Louis, L.L.C. (doing business as Concentra Medical Centers)................Delaware Concentra Birmingham, L.L.C. (doing business as Concentra Medical Centers)...............Delaware Concentra Vanderbilt, L.L.C. (doing business as Concentra Medical Centers)...............Delaware Concentra Winston-Salem, L.L.C. (doing business as Concentra Medical Centers)............Delaware Concentra-UPMC, L.L.C. (doing business as Concentra Medical Centers).....................Delaware Occupational Health Ventures, L.L.C. (doing business as Concentra Medical Centers).......Pennsylvania
EX-99.1 20 dex991.txt MANAGEMENT REPRESENTATION LETTER EXHIBIT 99.1 Securities and Exchange Commission Washington, DC Arthur Andersen LLP has represented to Concentra Operating Corporation that its audit was subject to Andersen's quality control system for the U.S. accounting and auditing practice to provide reasonable assurance that the engagement was conducted in compliance with professional standards and that there was appropriate continuity of Andersen personnel working on the audit and availability of national office consultation. 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