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