EX-10.30 7 dex1030.txt AMENDMENT #2 TO STOCKHOLDERS AGREEMENT Exhibit 10.30 AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT (this "Amendment") dated as of November 20, 2002 by and among Concentra Inc., a Delaware corporation formerly known as Concentra Managed Care, Inc. (the "Company"), the several persons signatory hereto and named on Schedule I hereto under the heading "Schedule I Purchasers" and the several persons signatory hereto and named on Schedule II hereto under the heading "FFC Purchasers". Capitalized terms used in this Amendment which are not otherwise defined herein shall have the meanings ascribed to them in the Stockholders Agreement referred to below. W I T N E S S E T H: WHEREAS, the Company, the several persons named on Schedule I hereto under the heading "Schedule I Purchasers" (the "Schedule I Purchasers") and the several persons named on Schedule II hereto under the heading "FFC Purchasers" (the "FFC Purchasers" and, together with the Schedule I Purchasers, collectively, the "Stockholders") are parties to a Stockholders Agreement dated as of August 17, 1999 (the "Stockholders Agreement"); WHEREAS, on November 1, 2001, the Company issued to certain of its existing shareholders an aggregate 2,266,546 shares of Company Common Stock and warrants to acquire an aggregate 771,277 additional shares of Company Common Stock and, in connection therewith, the Stockholders Agreement was amended by Amendment No. 1 thereto dated as of November 1, 2001 to provide for certain matters relating to such shares and such warrants; WHEREAS, the Company proposes to issue an aggregate 1,515,152 shares of Company Common Stock (the "New Common Shares") pursuant to the terms and conditions of a Stock Purchase Agreement (the "Stock Purchase Agreement") dated as of the date hereof among the Company and the purchasers named therein (the "Purchasing Stockholders"); WHEREAS, upon the issuance of the New Common Shares, each Stockholder will own the number of shares of Company Common Stock, Company Class A Common Stock and/or New Warrants, as the case may be, appearing opposite the name of such Stockholder on Schedule I or Schedule II hereto, as the case may be; WHEREAS, it is a condition to the respective obligations of the Company and the Purchasing Stockholders under the Stock Purchase Agreement that this Amendment be executed and delivered by the Company and each of the Purchasing Stockholders, including (i) holders of a majority in interest of the Company Capital Stock currently held 1 by the Schedule I Purchasers and (ii) holders of a majority in interest of the Company Capital Stock currently held by the FFC Purchasers; and WHEREAS, the parties hereto desire to execute and deliver this Amendment in order to fulfill such condition and to provide for certain matters relating to the New Common Shares; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the parties hereto hereby agree as follows: SECTION 1. Amendments to Stockholders Agreement. The Stockholders Agreement is amended as follows: (a) Section I (1) of the Stockholders Agreement is amended by deleting the definition of New Common Shares appearing therein and adding the following new definition in lieu thereof: "'New Common Shares' means the `New Common Shares' referred to in Amendment No. 1 to this Agreement dated as of November 1, 2001 and the `New Common Shares' referred to in Amendment No. 2 to this Agreement dated as of November 20, 2002." (b) Section VIII (1) of the Stockholders Agreement is amended by deleting the text "held by such Stockholder as of the Effective Date" appearing in the introductory clause thereof and inserting the text "held by such Stockholder as of November 20, 2002" (the "Second Amendment Effective Date")" in lieu thereof. (c) Section VIII (1) of the Stockholders Agreement is amended by deleting the text "held by such Stockholder on the date hereof" appearing in the proviso at the end of said Section and inserting the text "held by such Stockholder on the Second Amendment Effective Date" in lieu thereof. (d) Section IX of the Stockholders Agreement is amended by deleting the text "held by the Schedule I Purchasers on the Effective Date" appearing therein and inserting the text "held by the Schedule I Purchasers on the Second Amendment Effective Date" in lieu thereof. (e) All references to "FFT" or to the "FFT Purchasers" contained in the Stockholders Agreement shall be deleted and replaced by references to "FFC" or to the "FFC Purchasers", as applicable. SECTION 2. Miscellaneous. (a) This Amendment shall be governed by and construed in accordance with the laws of the State of New York. 2 (b) This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (c) Headings and section reference numbers in this Amendment are for reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment. (d) This Amendment is limited precisely as written and shall not be deemed to be a modification, acceptance or waiver of any other term, condition or provision of the Stockholders Agreement. IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment No. 2 to Stockholders Agreement, all as of the day and year first above written. CONCENTRA INC. By: /s/ Richard A. Parr II ----------------------- Richard A. Parr II Executive Vice President, General Counsel and Secretary [PURCHASER SIGNATURE PAGES FOLLOW] 3 Address for Notices: The Purchasers: ------------------- -------------- c/o Welsh, Carson, Anderson & Stowe WELSH, CARSON, ANDERSON & STOWE VIII, L.P. 320 Park Avenue By: WCAS VIII Associates, L.L.C., Suite 2500 General Partner New York, NY 10022 Attention: Jonathan Rather By: /s/ Jonathan M. Rather Facsimile: (212) 893-9548 --------------------------------------- Managing Member WELSH, CARSON, ANDERSON & STOWE VI, L.P. By: WCAS VI ASSOCIATES, L.L.C. General Partner By: /s/ Jonathan M. Rather --------------------------------------- Jonathan M. Rather Attorney-in-Fact WCAS MANAGEMENT CORP. By: /s/ Jonathan M. Rather --------------------------------------- Jonathan M. Rather Treasurer John Almeida, Jr. Bruce K. Anderson David F. Bellet Russell L. Carson Anthony J. deNicola James B. Hoover D. Scott Mackesy Thomas E. McInerney Robert A. Minicucci Priscilla A. Newman Andrew M. Paul Paul B. Queally Jonathan M. Rather Richard H. Stowe Sean M. Traynor Laura M. VanBuren Patrick J. Welsh By: /s/ Jonathan M. Rather --------------------------------------- Jonathan M. Rather, Individually and as Attorney- in-Fact /s/ James D. Hann --------------------------------------- James D. Hann /s/ William G. Payne --------------------------------------- William G. Payne /s/ Kurt Anderson --------------------------------------- Kurt Anderson /s/ Arthur Canario, M.D. --------------------------------------- Arthur Canario, M.D. /s/ David Cardelle --------------------------------------- David Cardelle /s/ James Doody --------------------------------------- James Doody /s/ Steven E. Nelson --------------------------------------- Steven E. Nelson /s/ Robert Seeds --------------------------------------- Robert Seeds /s/ Timothy Smith --------------------------------------- Timothy Smith c/o Leeway & Co. (AT&T) J.P. MORGAN DIRECT CORPORATE FINANCE J.P. Morgan Investment Management INSTITUTIONAL INVESTORS LLC 522 5/th/ Avenue, 13/th/ Floor New York, NY 10036 Attention: Robert Kiss By: /s/ Robert E. Kiss Facsimile: 212-837-1301 ----------------------------------------- Name: Robert E. Kiss Title: Portfolio Manager J.P. MORGAN DIRECT CORPORATE FINANCE PRIVATE INVESTORS LLC By: /s/ Robert E. Kiss ----------------------------------------- Name: Robert E. Kiss Title: Portfolio Manager 522 FIFTH AVENUE FUND, L.P. By: /s/ Robert E. Kiss ----------------------------------------- Name: Robert E. Kiss Title: Portfolio Manager c/o CMS Companies CMS PEP XIV CO-INVESTMENT SUBPARTNERSHIP 1926 Arch Street Philadelphia, PA 19103 Attention: Rick Mitchell Facsimile: (215) 246-3083 By: /s/ Richard A. Mitchell --------------------------------------------- Richard A. Mitchell Authorized Representative CMS CO-INVESTMENT SUBPARTNERSHIP II By: /s/ Richard A. Mitchell --------------------------------------------- Richard A. Mitchell Authorized Representative CMS DIVERSIFIED PARTNERS, L.P. By: /s/ Richard A. Mitchell -------------------------------------------- Richard A. Mitchell Authorized Representative c/o Hamilton Lane HAMILTON LANE PRIVATE EQUITY PARTNERS, L.P. GSB Building One Belmont Avenue, 9/th/ Floor By: HLSP Investment Management, LLC, Bala Cynwyd, PA 19042 its General Partner Attention: Bradley Atkins Facsimile: (610) 617-9853 By: Hamilton Lane Investment Holdings, L.L.C By: Hamilton Lane Advisors, L.L.C. By: /s/ Mario L. Giannini --------------------------------------- Mario L. Giannini CEO HAMILTON LANE PRIVATE EQUITY FUND, PLC By: /s/ Mario L. Giannini --------------------------------------- Mario L. Giannini Director By: /s/ Leslie A. Brun --------------------------------------- Leslie A. Brun Director c/o Nassau Capital Funds, L.P. NASSAU CAPITAL PARTNERS III L.P. 22 Chambers Street, 2/nd/ Floor Princeton, NJ 08542 Attention: Jeffrey Tuder By: /s/ Robert Honstein -------------------------------------- Facsimile: (609) 924-8887 Name: Title: NASSAU CAPITAL PARTNERS IV, L.P. By: /s/ Robert Honstein -------------------------------------- Name: Title: NAS PARTNERS LLC By: /s/ Robert Honstein -------------------------------------- Name: Title: c/o Portfolio Advisors, LLC A.S.F. CO-INVESTMENT PARTNERS, L.P. 9 Old Kings Highway South By: PAF 10/98, LLC Darien, CT 06820 By: Old Kings I, LLC, as Managing Member Attention: Jonathan Murphy Facsimile: (203) 662-0013 By: /s/ Jonathan F. Murphy --------------------------------------- Name: Jonathan F. Murphy Title: Managing Member 51 Madison Avenue, Suite 3009 NEW YORK LIFE CAPITAL PARTNERS, L.P. New York, NY 10010 By: NYLCAP Manager LLC, its Investment Manager Attention: Steven Benevento Facsimile: (212) 576-5591 By: /s/ Steven Benevento --------------------------------------------- Name: Steven Benevento Title: FERRER FREEMAN & COMPANY, LLC on behalf of FFC PARTNERS I, L.P. and as its General Partner By: /s/ Carlos A. Ferrer --------------------------------------------- Carlos A. Ferrer Manager and on behalf of FFC EXECUTIVE PARTNERS I, L.P. and as its General Partner By: /s/ Carlos A. Ferrer --------------------------------------------- Carlos A. Ferrer Manager and on behalf of FFC PARTNERS II, L.P. and as its General Partner By: /s/ Carlos A. Ferrer --------------------------------------------- Carlos A. Ferrer Manager SCHEDULE I Schedule I Purchasers See attached. Address for Schedule I Purchasers: c/o Welsh, Carson, Anderson & Stowe 320 Park Avenue, Suite 2500 New York, New York 10022 Attention: Paul B. Queally Telecopy: (212) 893-9566 SCHEDULE II FFC Purchasers See attached. Address for FFC Purchasers: c/o Ferrer Freeman & Co. The Mill 10 Glenville Street Greenwich, Connecticut 06831 Attention: Carlos Ferrer Telecopy: (203) 532-8016