EX-10.2 6 dex102.txt SECOND AMENDMENT AND WAIVER EXHIBIT 10.2 SECOND AMENDMENT AND WAIVER SECOND AMENDMENT AND WAIVER, dated as of June 14, 2002 (this "Second Amendment"), to the Amended and Restated Credit Agreement, dated as of March 21, 2000 (as amended to date and as the same may be further amended, supplemented or otherwise modified, the "Credit Agreement"), among CONCENTRA INC. (f/k/a Concentra Managed Care, Inc.), a Delaware corporation ("Holdings"), CONCENTRA OPERATING CORPORATION, a Nevada corporation (the "Borrower"), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the "Lenders"), JPMorgan Chase Bank (f/k/a 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, Holdings, the Borrower, the Lenders, the Administrative Agent, the Documentation Agent and the Syndication Agent are parties to the Credit Agreement; WHEREAS, Holdings wishes to issue the 2002 Holdings Discount Notes (as defined herein) and Holdings and the Borrower wish to make certain changes to their financial covenants under the Credit Agreement; WHEREAS, Holdings and the Borrower have requested that the Lenders amend certain provisions and waive certain provisions contained in the Credit Agreement to facilitate the issuance by Holdings of the 2002 Holdings Discount Notes and to revise the financial covenants undertaken by Holdings and the Borrower; 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. 2 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). (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following new definitions in the appropriate alphabetical order: "Holdings Refinancing Indebtedness": any Indebtedness incurred by Holdings to refinance in whole or in part the 2002 Holdings Discount Notes (including accrued interest thereon) or to refinance any previously issued Holdings Refinancing Indebtedness, provided that such Indebtedness (i) is stated to mature not earlier than September 30, 2007 (except in the event that it is guaranteed by the Sponsor), (ii) has no mandatory cash payments of interest thereon prior to maturity, (iii) is not the object of any Guarantee Obligation by, and otherwise has no recourse to, the Borrower or any of its Subsidiaries and is not secured by any assets of the Borrower or any of its Subsidiaries, (iv) has cross-default or cross-acceleration provisions relating to Indebtedness of the Borrower or any of its Subsidiaries that are no less favorable to Holdings than those provided for in the Senior Discount Debenture Indenture or that are otherwise reasonably satisfactory to the Administrative Agent and (v) otherwise has terms and conditions reasonably satisfactory to the Administrative Agent. "2002 Holdings Discount Notes": unsecured senior discount notes issued by Holdings that (i) yield gross proceeds of $55,000,000, (ii) are stated to mature not earlier than 18 months after the Effective Date, (iii) have an effective yield to maturity of not more than 15% per annum and no mandatory cash payments of interest prior to maturity, (iv) are not the object of any Guarantee Obligation by, and otherwise have no recourse to, the Borrower or any of its Subsidiaries and are not secured by any assets of the Borrower or any of its Subsidiaries, (v) are guaranteed by the Sponsor, (vi) have cross-default or cross-acceleration provisions relating to Indebtedness of the Borrower or any of its Subsidiaries that are no less favorable to Holdings than those provided for in the Senior Discount Debenture Indenture or that are otherwise reasonably satisfactory to the Administrative Agent and (vii) otherwise have terms and conditions reasonably satisfactory to the Administrative Agent. The Net Cash Proceeds from the 2002 Holdings Discount Notes shall be contributed to the Borrower as equity. (b) The defined term "Consolidated EBITDA" in Section 1.1 of the Credit Agreement is hereby amended by (i) deleting the word "and" immediately preceding clause (j) and (ii) inserting the following immediately preceding the phrase "and minus": "and (k) any loss on account of the extinguishment of debt associated with the redemption of $47,500,000 of the Senior Subordinated Notes pursuant to the "equity clawback" redemption permitted under the Senior Subordinated Note Indenture." 3 B. Amendments to Section 2.9 (Mandatory Prepayments and Commitment Reductions). (a) The first sentence of Section 2.9(a) of the Credit Agreement is hereby amended by deleting the parenthetical in such sentence and inserting in lieu thereof the following parenthetical: "(other than (i) Capital Stock issued to directors and employees of Holdings, the Borrower or any of its Subsidiaries under employee benefit plans, (ii) Capital Stock issued to sellers as consideration in acquisitions of equity or ownership interests in, or assets of, other Persons, (iii) Capital Stock issued to existing stockholders of Holdings or other investors in private placements of the Capital Stock organized by the Sponsor in connection with the financing of Permitted Acquisitions, (iv) Capital Stock issued by the Borrower to Holdings in consideration for the contribution of substantially all of the Net Cash Proceeds of the 2002 Holdings Discount Notes or (v) Capital Stock issued by Holdings the proceeds of which are used to repay in whole or in part the 2002 Holdings Discount Notes or any Holdings Refinancing Indebtedness)". (b) The second sentence of Section 2.9(a) of the Credit Agreement is hereby amended by deleting the parenthetical in such sentence and inserting in lieu thereof the following parenthetical: "(other than the Senior Discount Debentures, the Senior Subordinated Notes, the Senior Discount Debenture Refinancing, the 2002 Holdings Discount Notes, the Holdings Refinancing Indebtedness and other Indebtedness permitted in accordance with Section 7.2 as in effect on the date hereof)". C. Amendments to Section 7.1 (Financial Condition Covenants). (a) Section 7.1(a) of the Credit Agreement is hereby amended by deleting the portion of the table appearing therein relating to the fiscal quarters set forth below and substituting in lieu thereof the following: Fiscal Quarter Consolidated Leverage Ratio -------------- --------------------------- June 30, 2002 4.40 to 1.00 September 30, 2002 4.25 to 1.00 December 31, 2002 4.00 to 1.00 March 31, 2003 3.75 to 1.00 June 30, 2003 3.75 to 1.00 September 30, 2003 3.50 to 1.00 December 31, 2003 3.50 to 1.00 March 31, 2004 3.25 to 1.00 June 30, 2004 3.25 to 1.00 September 30, 2004 3.15 to 1.00 Each Quarter thereafter 2004-2008 3.00 to 1.00 4 (b) Section 7.1(b) of the Credit Agreement is hereby amended by deleting the portion of the table appearing therein relating to the fiscal quarters set forth below and substituting in lieu thereof the following: Consolidated Interest Fiscal Quarter Coverage Ratio -------------- -------------- June 30, 2002 2.00 to 1.00 September 30, 2002 2.00 to 1.00 December 31, 2002 2.10 to 1.00 March 31, 2003 2.25 to 1.00 June 30, 2003 2.50 to 1.00 September 30, 2003 2.65 to 1.00 December 31, 2003 2.75 to 1.00 March 31, 2004 2.90 to 1.00 June 30, 2004 3.00 to 1.00 September 30, 2004 3.10 to 1.00 December 31, 2004 3.35 to 1.00 Each Quarter thereafter 2005-2008 4.00 to 1.00 (c) Section 7.1 of the Credit Agreement is hereby amended by inserting the following as clause (d): "(d) For purposes of calculating compliance with the covenants set forth in this Section 7.1 for any fiscal period that includes all or any part of the period from June 14, 2002 through August 15, 2002 (the "Planned Redemption Period") and for any date during the Planned Redemption Period, Consolidated Interest Expense for such fiscal period shall not include interest on $47,500,000 of the Senior Subordinated Notes accrued during the Planned Redemption Period and Consolidated Total Debt as of any such date shall not include such principal amount of the Senior Subordinated Notes, all in order to give pro forma effect during the Planned Redemption Period to the redemption of $47,500,000 of the Senior Subordinated Notes contemplated in Section V.C of the Second Amendment and Waiver dated as of June 14, 2002 to this Credit Agreement. D. Amendment to Section 7.2 (Indebtedness). Section 7.2 of the Credit Agreement is hereby amended by (i) deleting the word "and" after clause (h), (ii) deleting the period after clause (i) and substituting "; and" in lieu thereof, and (iii) inserting the following as clause (j): "(j) Indebtedness of Holdings in respect of the 2002 Holdings Discount Notes in an aggregate principal amount of $55,000,000 or in respect of any Holdings Refinancing Indebtedness (plus, in each case, increases in the principal amount of such Indebtedness resulting from the compounding of interest in accordance with the pay-in-kind feature of such Indebtedness)." 5 E. Amendment to Section 7.8 (Investments). Section 7.8 of the Credit Agreement is hereby amended by (i) deleting the word "and" from the end of clause (g), (ii) deleting the period at the end of clause (h) and substituting "; and" in lieu thereof and (iii) inserting the following as clause (i): "(i) Investments pursuant to the redemption of $47,500,000 of the Senior Subordinated Notes as contemplated by Section 7.1(d)." F. Amendments to Section 7.9 (Optional Payments and Modifications of Certain Debt Instruments). (a) Section 7.9 of the Credit Agreement is hereby amended by deleting the parenthetical in subsection (a) thereof in its entirety and substituting the following in lieu thereof: "(other than such a payment, prepayment, repurchase or redemption of (i) the Senior Discount Debentures with the proceeds of any Senior Discount Debenture Refinancing or (ii) the Senior Subordinated Notes with proceeds received by Holdings in connection with its issuance of the 2002 Holdings Discount Notes and subsequently contributed by Holdings to the Borrower)". (b) Section 7.9 of the Credit Agreement is further amended by deleting in its entirety the parenthetical in clause (b) and substituting in lieu thereof the following: "(other than (i) any such amendment, modification, waiver or other change that (y) would extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (z) does not involve the payment of a material consent fee or (ii) any such conforming amendment, modification, waiver or other change to the Senior Discount Debentures made to permit, or otherwise reasonably in connection with, the issuance of the 2002 Holdings Discount Notes)". G. Amendment to Section 7.10 (Transactions with Affiliates). The second sentence of Section 7.10 of the Credit Agreement is hereby amended by (i) inserting "(i)" after the phrase, "Notwithstanding the foregoing," and (ii) deleting the period at the end of the second sentence and inserting in lieu thereof the following: "and (ii) Holdings may issue and sell to any Affiliate all or any part of the 2002 Holdings Discount Notes and any Holdings Refinancing Indebtedness and may pay and perform all of its obligations thereunder, including the payment of all fees and expenses in connection therewith (including any guarantee fee payable to the Sponsor in respect of its guarantee of the 2002 Holdings Discount Notes), and may redeem Senior Subordinated Notes held by any Affiliate as part of the redemption contemplated by Section 7.1(d)." III. Waiver. The Lenders hereby waive any noncompliance that might arise under Sections 7.17 and 8(l) in connection with the issuance by Holdings of the 2002 Holdings Discount Notes or the Holdings Refinancing Indebtedness, including the payment of all fees and expenses in connection therewith (including any guarantee fee payable to the Sponsor in respect of its guarantee of the 2002 Holdings Discount Notes). 6 IV. Further Acknowledgment. The Lenders agree that the Net Cash Proceeds of the issuance of the 2002 Holdings Discount Notes shall not be subject to any Lien created by the Security Documents or any right of setoff. The Lenders acknowledge that Holdings shall use such Net Cash Proceeds as soon as reasonably practicable after such issuance to redeem $47,500,000 of the Senior Subordinated Notes pursuant to the "equity clawback" redemption permitted under the Senior Subordinated Note Indenture. V. Conditions Precedent. This Second Amendment shall become effective as of the date on which each of the conditions precedent set forth below shall have been satisfied or waived (the date all such conditions are fulfilled, the "Second Amendment Effective Date"): A. Holdings, the Borrower, the Administrative Agent and the Majority Facility Lenders under each Facility shall have executed and delivered this Second Amendment and the Subsidiary Guarantors shall have consented to this Second 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 Second Amendment, and any other instrument or document delivered by Holdings and the Borrower in connection herewith, together with evidence of the incumbency of such Secretary or Assistant Secretary. C. Holdings shall have issued the 2002 Holdings Discount Notes and contributed the Net Cash Proceeds therefrom to the Borrower as equity, and arrangements satisfactory to the Administrative Agent shall have been made for the redemption as soon as reasonably practicable thereafter of $47,500,000 of the Senior Subordinated Notes pursuant to the "equity clawback" redemption permitted under the Senior Subordinated Note Indenture. VI. General. A. Representation and Warranties. To induce the Administrative Agent and the Lenders parties hereto to enter into this Second Amendment, Holdings and the Borrower hereby jointly and severally represent and warrant to the Administrative Agent and Lenders parties hereto as of the Second 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 Second Amendment, and to perform the Loan Documents, to which it is a party, as amended by this Second Amendment, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Second 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 Second Amendment, or the Loan Documents to which it is a party, as 7 amended by this Second Amendment, except for consents, authorizations, filings and notices which have been obtained or made and are in full force and effect. c. This Second Amendment has been duly executed and delivered on behalf of Holdings and the Borrower. d. This Second Amendment and the Loan Documents to which Holdings or the Borrower is a party, as amended by this Second 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 Second 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 Second Amendment, (a) will not violate or conflict with any Requirement of Law or any material Contractual Obligation of Holdings, the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation. 3. No Change. Since December 31, 2001 there has been no development or event that has had or is reasonably expected to have a Material Adverse Effect. 4. Representations and Warranties in Loan Documents. The representations and warranties made by each Loan Party in each Loan Document to which it is a party and herein are true and correct on and as of the Second Amendment Effective Date, before and after giving effect to the effectiveness of this Second Amendment, as if made on and as of the Second 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. Fee. The Borrower agrees to pay to each Lender which executes and delivers this Second Amendment prior to 5:00 p.m., New York City time, June 14, 2002, a fee agreed to by the Administrative Agent, such fee to be earned as of the Effective Date and payable within 5 Business Days of such date, provided, that this Second Amendment has then become effective in accordance with the terms hereof. The parties hereto agree that failure by the Borrower to pay such fee in full on or before the date when due will be considered an Event of Default under the Credit Agreement. D. Expenses. The Borrower agrees to pay to the Administrative Agent and the Lenders parties hereto all fees as set forth herein and to reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Second 8 Amendment and any other documents prepared in connection herewith, including the reasonable fees and expenses of counsel. E. Governing Law. This Second Amendment shall be governed by, and construed and interpreted in accordance with, the law of the state of New York. F. Counterparts. This Second 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 Second Amendment may be delivered by facsimile transmission of the relevant signature pages thereof. [The remainder of this page is intentionally left blank.] IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered by their respective duly authorized officers as of the day and year first above written. CONCENTRA INC. By: /s/ Thomas E. Kiraly -------------------------------------------- Name: Thomas E. Kiraly Title: Executive Vice President CONCENTRA OPERATING CORPORATION By: /s/ Thomas E. Kiraly --------------------------------------------- Name: Thomas E. Kiraly Title: Executive Vice President JPMORGAN CHASE BANK, as Administrative Agent and as a Lender By: /s/ Robert Bottamedi -------------------------------------------- Name: Robert Bottamedi Title: Vice President LCM LIMITED PARTNERSHIP BY LYON CAPITAL MANAGEMENT LLC, AS ATTORNEY IN FACT By: /s/ F. Tavangar -------------------------------------- Name: LYON CAPITAL MANAGEMENT LLC Title: Farboud Travangar Senior Portfolio Manager Tuscany CDO, Limited By: /s/ David C. Wagner -------------------------------------- Name: PPM America, Inc., as Collateral Manager Title David C. Wagner Managing Director Carlyle High Yield Partners, L.P. By: /s/ Linda Pace ------------------------------------- Name: Linda Pace Title: Principal Carlyle High Yield Partners II, Ltd. By: /s/ Linda Pace ------------------------------------- Name: Linda Pace Title: Principal Carlyle High Yield Partners III, L.P. By: /s/ Linda Pace ------------------------------------- Name: Linda Pace Title: Principal Canyon Capital Advisors LLC a Delaware limited liability company, its Collateral Manager III. By: /s/ R. Christian B. Eversen Name: R. Christian B. Eversen Title: Managing Director ELF FUNDING TRUST III By: New York Life Investment Management, LLC. as Attorney-in-Fact IV. By: /s/ Robert H. Dial ---------------------------------- Name: Robert H. Dial Title: Vice President Carlyle High Yield Partners IV, Ltd. By: /s/ Linda Pace ---------------------------------- Name: Linda Pace Title: Principal Toronto Dominion (New York), Inc. V. By: /s/ Susan K. Strong ---------------------------------- Name: Susan K. Strong Title: Vice President MAGNETITE ASSET INVESSTORS, LLC MAGNETITE ASSET INVESTORS III, LLC BLACKROCK SENIOR LOAN TRUST SENIOR LOAN FUND By: /s/ M. Williams ---------------------------------- Name: M. Williams Title: Director J.H. Whitney Market Value Fund, L.P. By: /s/ Marc Diagonale ------------------------------------- Name: Marc Diagonale Title: Authorized Signatory Whitney Private Debt Fund, L.P. By: /s/ Marc Diagonale ------------------------------------- Name: Marc Diagonale Title: Authorized Signatory Credit Suisse First Boston By: /s/ Bill O'Daly ------------------------------------- Name: Bill O'Daly Title: Director By: /s/ Ian W. Nalitt ------------------------------------- Name: Ian W. Nalitt Title: Director PB CAPITAL CORP. By: /s/ Thomas Dearth ------------------------------------- Name: Thomas Dearth Title: Associate By: /s/ Jeff Frost ------------------------------------- Name: Jeff Frost Title: Managing Director ELC (Cayman) Ltd. By: Institutional Debt Management, Inc. As Collateral Manager By: /s/ John W. Stelwagon ------------------------------------- Name: John W. Stelwagon Title: Managing Director ELC (Cayman) Ltd. CDO Series 1999-I By: Institutional Debt Management, Inc. As Collateral Manager By: /s/ John W. Stelwagon ------------------------------------- Name: John W. Stelwagon Title: Managing Director ELC (Cayman) Ltd. 1999-II By: Institutional Debt Management, Inc. As Collateral Manager By: /s/ John W. Stelwagon ------------------------------------- Name: John W. Stelwagon Title: Managing Director ELC (Cayman) Ltd. 1999-III By: Institutional Debt Management, Inc. As Collateral Manager By: /s/ John W. Stelwagon ------------------------------------- Name: John W. Stelwagon Title: Managing Director ELC (Cayman) Ltd. 2000-I By: Institutional Debt Management, Inc. As Collateral Manager By: /s/ John W. Stelwagon ------------------------------------- Name: John W. Stelwagon Title: Managing Director APEX (IDM) CDO I, LTD. By: Institutional Debt Management, Inc. As Collateral Manager By: /s/ John W. Stelwagon ------------------------------------- Name: John W. Stelwagon Title: Managing Director SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: /s/ Payson F. Swaffield ---------------------------------- Name: Payson F. Swaffield Title: Vice President EATON VANCE SENIOR INCOME TRUST By: Eaton Vance Management as Investment Advisor By: /s/ Payson F. Swaffield ---------------------------------- Name: Payson F. Swaffield Title: Vice President EATON INSTITUTION SENIOR LOAN FUND By: Eaton Vance Management as Investment Advisor By: /s/ Payson F. Swaffield ---------------------------------- Name: Payson F. Swaffield Title: Vice President OXFORD STRATEGIC INCOME FUND By: Eaton Vance Management as Investment Advisor By: /s/ Payson F. Swaffield ---------------------------------- Name: Payson F. Swaffield Title: Vice President EATON VANCE CDO II, LTD. By: Eaton Vance Management as Investment Advisor By: /s/ Payson F. Swaffield ---------------------------------- Name: Payson F. Swaffield Title: Vice President EATON VANCE CDO III, LTD. By: Eaton Vance Management as Investment Advisor By: /s/ Payson F. Swaffield ---------------------------------- Name: Payson F. Swaffield Title: Vice President EATON VANCE CDO IV, LTD. By: Eaton Vance Management as Investment Advisor By: /s/ Payson F. Swaffield ---------------------------------- Name: Payson F. Swaffield Title: Vice President COSTANTINUS EATON VANCE CDO V, LTD. By: Eaton Vance Management as Investment Advisor By: /s/ Payson F. Swaffield ---------------------------------- Name: Payson F. Swaffield Title: Vice President GRAYSON & CO By: Boston Management and Research as Investment Advisor By: /s/ Payson F. Swaffield ---------------------------------- Name: Payson F. Swaffield Title: Vice President PUTNAM PREMIER INCOME TRUST By: /s/ John R. Verani ---------------------------------- Name: John R. Verani Title: Vice President TRAVELERS SERIES FUND, INC. - PUTNAM DIVERSIFIED INCOME PORTFOLIO By: /s/ John R. Verani ---------------------------- Name: John R. Verani Title: Vice President PUTNAM STRATEGIC INCOME FUND By: /s/ John R. Verani ---------------------------- Name: John R. Verani Title: Vice President PUTNAM MASTER INTERMEDIATE INCOME TRUST By: /s/ John R. Verani ---------------------------- Name: John R. Verani Title: Vice President PUTNAM MASTER INCOME TRUST By: /s/ John R. Verani ---------------------------- Name: John R. Verani Title: Vice President PUTNAM VARIABLE TRUST - PVT DIVERSIFIED INCOME FUND By: /s/ John R. Verani ---------------------------- Name: John R. Verani Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Diane F. Rolfe --------------------------------- Name: Diane F. Rolfe Title: Vice President By: /s/ Scottye Lindsey --------------------------------- Name: Scottye Lindsey Title Vice President MAGMA CDO LTD. By: /s/ Kaitlin Trinh ---------------------------------- Name: Kaitlin Trinh Title: Fund Controller Sankaty Advisors, Inc., as Collateral Manager for Bryant Point DBO 1999-1 LTD., as Term Lender By: /s/ Diane J. Exter ----------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager Sankaty Advisors, Inc., as Collateral Manager for Bryant Point II CBO 2001-1 LTD., as Term Lender By: /s/ Diane J. Exter ----------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager Sankaty Advisors, Inc., as Collateral Manager for Great Point CLO 1999-1 LTD., as Term Lender By: /s/ Diane J. Exter ---------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager Sankaty Advisors, Inc., as Collateral Manager for Race Point CLO, Limited, as Term Lender By: /s/ Diane J. Exter ---------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager Sankaty High Yield Asset Partners, L.P. By: /s/ Diane J. Exter ----------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager Sankaty High Yield Asset Partners II, L.P. By: /s/ Diane J. Exter ---------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager Sankaty High Yield Asset PartnersIII, L.P. By: /s/ Diane J. Exter ---------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager Liberty-Stein Roe Advisor Floating Rate Advantage Fund By Stein Roe & Farnham Incorporated, as Advisor By: /s/ James R. Fellows ------------------------------------ Name: James R. Fellows Title: Sr. Vice President & Portfolio Manager Stein Roe Floating Rate Limited Liability Company By: /s/ James R. Fellows ------------------------------------ Name: 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 -------------------------------------- Name: John R. Fellows Title: Sr. Vice President & Portfolio Manager CREDITANSTALT-BANKVEREIN By: /s/ Ajay Nanda ------------------------------------ Name: Ajay Nanda Title: Associate Director By: /s/ Elizabeth Tallmadge --------------------------------------- Name: Elizabeth Tallmadge Title: Managing Director Chief Investment Officer LONG LANE MASTER TRUST IV By: Fleet National Bank as Trust Administrator By: /s/ Darcey Bartel ------------------------------------- Name: Darcey Bartel Title: Director SEQUILS - PILGRIM I, LTD. By: ING Investments, LLC as its Investment Manager By: /s/ Michel Prince, CFA ---------------------------------- Name: Michel Prince Title: Vice President ML CLO XX PILGRIM AMERICA (CAYMAN) LTD By: ING Investments, LLC as its Investment Manager By: /s/ Michel Prince, CFA ---------------------------------- Name: Michel Prince Title: Vice President ING PRIME RATE TRUST By: ING Investments, LLC as its Investment Manager By: /s/ Michel Prince, CFA ---------------------------------- Name: Michel Prince Title: Vice President PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD. By: ING Investments, LLC as its Investment Manager By: /s/ Michel Prince, CFA ---------------------------------- Name: Michel Prince Title: Vice President PILGRIM CLO 1999-1 LTD. By: ING Investments, LLC as its Investment Manager By: /s/ Michel Prince, CFA ---------------------------------- Name: Michel Prince Title: Vice President SCOTIABANC INC. By: /s/ Dana C. Maloney ---------------------------------- Name: Dana C. Maloney Title: Director CREDIT LYONNAIS NEW YORK BRANCH By: /s/ Charles Heidsieck ---------------------------------- Name: Charles Heidsieck Title: Senior Vice President Galaxy CLO 1999-1 Ltd. By: /s/ Thomas G. Brandt ---------------------------------- Name: Thomas G. Brandt Title: Managing Director FIRST DOMINION FUNDING I By: /s/ Andrew H. Marshak ---------------------------------- Name: Andrew H. Marshak Title: Managing Director FIRST DOMINION FUNDING III By: /s/ Andrew H. Marshak ---------------------------------- Name: Andrew H. Marshak Title: Managing Director APEX (TRIMARAN) CDO I, LTD. By Trimaran Advisosrs, LLD By: /s/ David M. Millison ---------------------------------- Name: David M. Millison Title: Managing Director GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Janet K. Williams --------------------------------------- Name: Janet K. Williams Title: Duly Authorized Signatory Fidelity Advisory Series II: Fidelity Advisor High Floating Rate High Income Trust By: /s/ John H. Costello --------------------------------------- Name: John H. Costello Title: Assistant Treasurer Ballyrock CDO I Limited By BALLYROCK Investment Advisors LLC, as Collateral Manager By: /s/ Lisa Rymut --------------------------------------- Name: Lisa Rymut Title: Assistant Treasurer Pension Investment Committee Of General Motors For General Motors Employees Domestic Group Pension Trust By Fidelity Management Trust Company as Investment Manager, Under Power of Attorney By: /s/ John P. O'Reilly, Jr. ---------------------------------------- Name: John P. O'Reilly, Jr. Title: Executive Vice President MOUNTAIN CAPITAL CLO I, LTD. By: /s/ C. Antony Mellia ---------------------------------------- Name: C. Antony Mellia Title: Director STANWICH LOAN FUNDING LLC By: /s/ Ann E. Morris -------------------------------------- Name: Ann E. Morris Title: Asst. Vice President HARBOUR TOWN FUNDING TRUST By: /s/ Ann E. Morris -------------------------------------- Name: Ann E. Morris Title: Asst. Vice President HARBOUR TOWN FUNDING LLC By: /s/ Ann E. Morris -------------------------------------- Name: Ann E. Morris Title: Asst. Vice President PPM SPYGLASS FUNDING TRUST By: /s/ Ann E. Morris -------------------------------------- Name: Ann E. Morris Title: Asst. Vice President PPM SHADOW CREEK FUNDING TRUST By: /s/ Ann E. Morris -------------------------------------- Name: Ann E. Morris Title: Asst. Vice President KZH SOLEIL-2 LLC By: /s/ Joyce Fraser-Bryant -------------------------------------- Name: Joyce Fraser-Bryant Title: Authorized Agent PERSEUS CDO I, LIMITED By: Mass Mutual Life Insurance Co., as Portfolio Manager By: /s/ Steven J. Katz ------------------------------------- Name: Steven J. Katz Title: Second Vice President and Associate General Counsel SIMBURY CDO I, LIMITED By: Mass Mutual Life Insurance Co., as Portfolio Manager By: /s/ Steven J. Katz ------------------------------------- Name: Steven J. Katz Title: Second Vice President and Associate General Counsel MASS MUTUAL HIGH YIELD PARTNERS II LLC By: HYP Management, Inc. as Managing Member By: /s/ Kathleen Lynch ------------------------------------- Name: Kathleen Lynch Title: Vice President BNP PARIBAS By: /s/ Brock Harris ------------------------------------- Name: Brock Harris Title: Director By: /s/ Brett Mehlman ------------------------------------- Name: Brett Mehlman Title: Director FLEET NATIONAL BANK By: /s/ Gordon B. Coughlin ------------------------------------- Name: Gordon B. Coughlin Title: Vice President MOUNTAIN CAPITAL CLO II, LTD. By: /s/ C. Antony Mellin ------------------------------------- Name: C. Antony Mellin Title: Director ACKNOWLEDGMENT AND CONSENT Each of the undersigned hereby acknowledges and consents to the foregoing Second Amendment and hereby acknowledges and confirms its obligations under the Guarantee and Collateral Agreement, dated as of August 17, 1999, and all other Loan Documents, including, without limitation, as such documents have been heretofore amended or modified, and, to the extent permitted by applicable law, as may be further amended or modified from time to time. CONCENTRA BERKS LANCASTER, L.L.C. By: Concentra Health Services, Inc. Managing Member By: -------------------------------------- Name: Thomas E. Kiraly Title: Executive Vice President CONCENTRA HEALTH SERVICES, INC. By: /s/ Thomas E. Kiraly -------------------------------------- Name: Thomas E. Kiraly Title: Executive Vice President CONCENTRA INC. By: /s/ Thomas E. Kiraly --------------------------------------- Name: Thomas E. Kiraly Title: Executive Vice President CONCENTRA IOWA, L.L.C. By: Concentra Health Services, Inc. Managing Member By: /s/ Thomas E. Kiraly --------------------------------------- Name: Thomas E. Kiraly Title: Executive Vice President CONCENTRA MANAGED CARE BUSINESS TRUST By: /s/ Daniel J. Thomas --------------------------------------- Name: Daniel J. Thomas Title: Trustee CONCENTRA MANAGED CARE SERVICES, INC. By: /s/ Thomas E. Kiraly --------------------------------------- Name: Thomas E. Kiraly Title: Executive Vice President CONCENTRA MANAGEMENT SERVICES, INC. By: /s/ Thomas E. Kiraly --------------------------------------- Name: Thomas E. Kiraly Title: Vice President CONCENTRA OPERATING CORPORATION By: /s/ Thomas E. Kiraly --------------------------------------- Name: Thomas E. Kiraly Title: Executive Vice President CONCENTRA PREFERRED BUSINESS TRUST By: /s/ Daniel J. Thomas --------------------------------------- Name: Daniel J. Thomas Title: Trustee CONCENTRA PREFERRED SYSTEMS, INC. By: ________________________________________ Name: Thomas E. Kiraly Title: Executive Vice President CRA MANAGED CARE OF WASHINGTON, INC. By: /s/ Thomas E. Kiraly --------------------------------------- Name: Thomas E. Kiraly Title: Vice President CRA-MCO, INC. By: /s/ Thomas E. Kiraly --------------------------------------- Name: Thomas E. Kiraly Title: Vice President DRUG FREE CONSORTIUM, INC. By: /s/ Thomas E. Kiraly --------------------------------------- Name: Thomas E. Kiraly Title: Vice President FIRST NOTICE SYSTEMS, INC. By: /s/ Thomas E. Kiraly --------------------------------------- Name: Thomas E. Kiraly Title: Vice President FOCUS HEALTHCARE BUSINESS TRUST By: /s/ Daniel J. Thomas --------------------------------------- Name: Daniel J. Thomas Title: Trustee FOCUS HEALTHCARE MANAGEMENT, INC. By: /s/ Thomas E. Kiraly --------------------------------------- Name: Thomas E. Kiraly Title: Vice President HEALTHNETWORK SYSTEMS, L.L.C. By: /s/ Thomas E. Kiraly --------------------------------------- Name: Thomas E. Kiraly Title: Vice President HILLMAN CONSULTING, INC. By: /s/ Thomas E. Kiraly --------------------------------------- Name: Thomas E. Kiraly Title: Vice President MEDICAL NETWORK SYSTEMS, L.L.C. By: /s/ Thomas E. Kiraly --------------------------------------- Name: Thomas E. Kiraly Title: Vice President METRACOMP, INC. By: /s/ Thomas E. Kiraly --------------------------------------- Name: Thomas E. Kiraly Title: Vice President NATIONAL HEALTHCARE RESOURCES, INC. By: /s/ Thomas E. Kiraly --------------------------------------- Name: Thomas E. Kiraly Title: Vice President NHR MICHIGAN, INC. By: /s/ Thomas E. Kiraly --------------------------------------- Name: Thomas E. Kiraly Title: Vice President NHR WASHINGTON, INC. By: /s/ Thomas E. Kiraly --------------------------------------- Name: Thomas E. Kiraly Title: Vice President OCCUCENTERS I, L.P. By: Concentra Health Services Inc. General Partner By: /s/ Thomas E. Kiraly --------------------------------------- Name: Thomas E. Kiraly Title: Executive Vice President OCI HOLDINGS, INC. By: /s/ Thomas E. Kiraly --------------------------------------- Name: Thomas E. Kiraly Title: Vice President