EX-10.7 6 dex107.txt AMENDMENT #3 TO AMENDED AND RESTATED CREDIT AGREEMENT Exhibit 10.7 THIRD AMENDMENT THIRD AMENDMENT, dated as of November 20, 2002 (this "Third Amendment"), to the Amended and Restated Credit Agreement, dated as of March 21, 2000, as amended (so amended, 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, 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 and the Borrower have requested that the Lenders amend certain provisions in the Credit Agreement in the manner provided for herein; and WHEREAS, the Required Lenders have consented to the requested amendments to 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: 1. Amendments to Section 7.1 (Financial Condition Covenants). (a) Section 7.1(a) of the Credit Agreement is hereby amended by (i) 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 -------------- --------------------------- December 31, 2002 4.40 to 1.00 March 31, 2003 4.40 to 1.00 June 30, 2003 4.30 to 1.00 September 30, 2003 4.10 to 1.00 December 31, 2003 3.80 to 1.00 March 31, 2004 3.70 to 1.00 June 30, 2004 3.60 to 1.00 September 30, 2004 3.50 to 1.00 2 Fiscal Quarter Consolidated Leverage Ratio -------------- --------------------------- December 31, 2004 3.40 to 1.00 March 31, 2005 3.30 to 1.00 June 30, 2005 3.20 to 1.00 Each Quarter thereafter 3.00 to 1.00 and (ii) deleting the proviso appearing therein and substituting in lieu thereof the following: ; provided, that for purposes of the reference to Section 7.1 in Section 7.8A(b) and in the definition of "Permitted Acquisition" in Section 1.1 only, the Consolidated Leverage Ratio requirement as of the last day of the fiscal quarter of the Borrower ending September 30, 2002, will be deemed to be 4.40 to 1.00 and will be calculated to give pro forma effect in the determination of Consolidated Total Debt to the prepayment of the Term Loans contemplated by Section IIIC. of the Third Amendment dated as of November 20, 2002 to this Agreement. (b) Section 7.1(b) of the Credit Agreement is hereby amended by (i) 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 -------------- -------------- December 31, 2002 1.80 to 1.00 March 31, 2003 1.90 to 1.00 June 30, 2003 2.00 to 1.00 September 30, 2003 2.25 to 1.00 December 30, 2003 2.35 to 1.00 March 31, 2004 2.50 to 1.00 June 30, 2004 2.60 to 1.00 September 30, 2004 2.75 to 1.00 December 31, 2004 2.85 to 1.00 March 31, 2005 2.95 to 1.00 June 30, 2005 3.10 to 1.00 Each Quarter thereafter 4.00 to 1.00 and (ii) deleting the proviso appearing therein and substituting in lieu thereof the following: ; provided, that for purposes of the reference to Section 7.1 in Section 7.8A(b) and in the definition of "Permitted Acquisition" in Section 1.1 only, the Consolidated Interest Coverage Ratio requirement as of the last day of the fiscal quarter of the Borrower ending September 30, 2002, will be deemed to be 1.80 to 1.00. III. Conditions Precedent. This Third 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 "Third Amendment Effective Date"): 3 A. Holdings, the Borrower, the Administrative Agent and the Required Lenders shall have executed and delivered this Third Amendment and the Subsidiary Guarantors shall have consented to this Third 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 Third 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 received $25,000,000 in gross equity proceeds from the issuance of equity to Permitted Investors and other current shareholders, all of the proceeds of which shall have been contributed to the Borrower and the Borrower shall have prepaid $25,000,000 of the principal amount of the Term Loans as a mandatory prepayment, and to the extent not required as such, as an optional prepayment. IV. General. A. Representation and Warranties. To induce the Administrative Agent and the Lenders parties hereto to enter into this Third Amendment, Holdings and the Borrower hereby jointly and severally represent and warrant to the Administrative Agent and Lenders parties hereto as of the Third 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 Third Amendment, and to perform the Loan Documents, to which it is a party, as amended by this Third Amendment, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Third 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 Third Amendment, or the Loan Documents to which it is a party, as amended by this Third Amendment, except for consents, authorizations, filings and notices which have been obtained or made and are in full force and effect. c. This Third Amendment has been duly executed and delivered on behalf of Holdings and the Borrower. d. This Third Amendment and the Loan Documents to which Holdings or the Borrower is a party, as amended by this Third 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 4 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 Third 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 Third 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 Third Amendment Effective Date, before and after giving effect to the effectiveness of this Third Amendment, as if made on and as of the Third Amendment Effective Date, except to the extent that any such representation or 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 Third Amendment prior to 5:00 p.m., New York City time, November 20, 2002, a fee agreed to between the Borrower and 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 Third 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 Third Amendment and any other documents prepared in connection herewith, including the reasonable fees and expenses of its counsel. E. GOVERNING LAW. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. F. Counterparts. This Third 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 5 Third 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 Third 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 and Chief Financial Officer CONCENTRA OPERATING CORPORATION By: /s/ Thomas E. Kiraly -------------------------------- Name: Thomas E. Kiraly Title: Executive Vice President and Chief Financial Officer JPMORGAN CHASE BANK, as Administrative Agent and as a Lender By: /s/ Dawn Lee Lum -------------------------------- Name: Dawn Lee Lum Title: Vice President APEX (IDM) CDO I, LTD. By: David L. Babson & Company Inc. as Collateral Manager By: /s/ MARY ANN MCCARTHY ------------------------------------- Name: Mary Ann McCarthy Title: Managing Director BALLYROCK CDO I LIMITED By: /s/ LISA RYMUT ------------------------------------- Name: Lisa Rymut Title: Assistant Treasurer APEX (TRIMARAN) CDO I, LTD. By: Trimaran Advisors L.L.C. By: /s/ DAVID M. MILLISON ------------------------------------- Name: David M. Millison Title: Managing Director THE BANK OF NOVA SCOTIA By: /s/ MARK SPARROW ------------------------------------- Name: Mark Sparrow Title: Director BIG SKY SENIOR LOAN FUND, LTD. By: Eaton Vance Management as Investment Advisor By: /s/ PAYSON F. SWAFFIELD ------------------------------------- Name: Payson F. Swaffield Title: Vice President BLACK ROCK SENIOR LOAN TRUST By: /s/ M. WILLIAMS ------------------------------------- Name: M. Williams Title: Director MAGNETITE ASSET INVESTORS, LLC By: /s/ M. WILLIAMS ------------------------------------ Name: M. Williams Title: Director SENIOR LOAN FUND By: /s/ M. WILLIAMS ------------------------------------- Name: M. Williams Title: Director MAGNETITE CLO IV, LLC By: /s/ M. WILLIAMS ------------------------------------- Name: M. Williams Title: Director MAGNETITE ASSET INVESTORS III, LLC By: /s/ M. WILLIAMS ------------------------------------- Name: M. Williams Title: Director BNP PARIBAS By: /s/ BROCK HARRIS ------------------------------------- Name: Brock Harris Title: Director By: /s/ BRETT MEHLMAN ------------------------------------- Name: Brett Mehlman Title: Director SANKATY ADVISORS, INC, as Collateral Manager for Brant Point CBO 1999-1 LTD, as Term Lender By: /s/ DIANE J. EXTER ------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager SANKATY ADVISORS, LLC, as Collateral Manager for Brant Point II CBO 2000-1 LTD, as Term Lender By: /s/ DIANE J. EXTER ------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager CANYON CAPITAL CDO 2001-1 LTD., an exempted limited liability company incorporated under the law of the Cayman Islands By: Canyon Capital Advisors LLC, a Delaware limited liability company, its Collateral Manager By: /s/ R. CHRISTIAN B. EVENSEN ------------------------------------- Name: R. Christian B. Evensen Title: Managing Partner CANYON CAPITAL CDO 2002-1 LTD., an exempted limited liability company incorporated under the law of the Cayman Islands By: Canyon Capital Advisors LLC, a Delaware limited liability company, its Collateral Manager By: /s/ R. CHRISTIAN B. EVENSEN ------------------------------------- Name: R. Christian B. Evensen Title: Managing Partner 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, LTD. By: /s/ LINDA PACE ------------------------------------- Name: Linda Pace Title: Principal CARLYLE HIGH YIELD PARTNERS IV, LTD. By: /s/ LINDA PACE ------------------------------------- Name: Linda Pace Title: Principal SANKATY ADVISORS, LLC, as Collateral Manager for Castle Hill I - INGOTS, Ltd., as Term Lender By: /s/ DIANE J. EXTER ------------------------------------- Name: Diane J. Exter Title: Managing Director, Portfolio Manager SANKATY ADVISORS, LLC, as Collateral Manager for Castle Hill II- INGOTS, Ltd., as Term Lender SANKATY ADVISORS, INC, as Collateral Manager for Brant Point CBO 1999-1 LTD, as Term Lender By: /s/ DIANE J. EXTER ------------------------------------- Name: Diane J. Exter Title: Managing Director Portfolio Manager CONSTANTINUS EATON VANCE CDO V, LTD. By: Eaton Vance Management, as Investment Advisors By: /s/ PAYSON F. SWAFFIELD ------------------------------------- Name: Payson F. Swaffield Title: Vice President CREDITANSTALT-BANKVEREIN By: /s/ AJAY NANDA ------------------------------------- Name: Ajay Nanda Title: Associate Director By: /s/ TIMOTHY L. HARROD ------------------------------------- Name: Timothy L. Harrod Title: Managing Director CREDIT LYONNAIS NEW YORK BRANCH By: /s/ CHARLES HEIDSIECK ------------------------------------- Name: Charles Heidsieck Title: Senior Vice President CREDIT SUISSE FIRST BOSTON By: /s/ CHRISTOPHER LALLY ------------------------------------- Name: Christopher Lally Title: Vice President By: /s/ JENNIFER A. PIEZA ------------------------------------- Name: Jennifer A. Pieza Title: Associate 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 EATON VANCE CDO IV, 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 II, LTD. By: Eaton Vance Management, 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 By: /s/ PAYSON F. SWAFFIELD ------------------------------------- Name: Payson F. Swaffield Title: Vice President 1888 FUND, LTD. By: /s/ TODD BOEHLY ------------------------------------- Name: Todd Boehly Title: Managing Director ELC (CAYMAN) LTD. By: David L. Babson & Company Inc., as Collateral Manager By: /s/ MARY ANN MCCARTHY ------------------------------------- Name: Mary Ann McCarthy Title: Managing Director ELC (CAYMAN) LTD. CDO SERIES 1999-I By: David L. Babson & Company Inc., as Collateral Manager By: /s/ MARY ANN MCCARTHY ------------------------------------ Name: Mary Ann McCarthy Title: Managing Director ELC (CAYMAN) LTD. 1999-II By: David L. Babson & Company Inc., as Collateral Manager By: /s/ MARY ANN MCCARTHY ------------------------------------- Name: Mary Ann McCarthy Title: Managing Director ELC (CAYMAN) LTD. 2000-I By: David L. Babson & Company Inc., as Collateral Manager By: /s/ MARY ANN MCCARTHY ------------------------------------- Name: Mary Ann McCarthy Title: Managing Director ELF FUNDING TRUST III By: New York Life Investment Management, LLC, as Attorney-in-Fact By: /s/ ROBERT H. DIAL ------------------------------------- Name: Robert H. Dial Title: Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: New York Investment Management, LLC, its Investment Manager By: /s/ ROBERT H. DIAL ------------------------------------- Name: Robert H. Dial Title: Vice President FIDELITY ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND By: /s/ FRANCIS V. KNOX, JR. ------------------------------------ Name: Francis V. Knox, Jr. Title: Assistant Treasurer FIRST DOMINION FUNDING I By: /s/ ANDREW H. MARSHAK ------------------------------------- Name: Andrew H. Marshak Title: Authorized Signatory FIRST DOMINION FUNDING III By: /s/ ANDREW H. MARSHAK ------------------------------------- Name: Andrew H. Marshak Title: Authorized Signatory FLEET NATIONAL BANK By: /s/ GORDON B. COUGHLIN ------------------------------------- Name: Gordon B. Coughlin Title: Vice President GALAXY CLO: 1999-1, LTD. By: /s/ THOMAS G. BRANDT ------------------------------------- Name: Thomas G. Brandt Title: Managing Director GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ JANET K. WILLIAMS ------------------------------------- Name: Janet K. Williams Title: Duly Authorized Signatory PENSION INVESTMENT COMMITTEE OF GENERAL MOTORS FOR GENERAL MOTORS EMPLOYEES DOMESTIC GROUP PENSION TRUST By: /s/ JOHN P. O'REILLY, JR. ------------------------------------- Name: John P. O'Reilly, Jr. Title: Executive Vice President SANKATY ADVISORS, LLC 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 HANOVER SQUARE CLO LTD. By: Blackstone Debt Advisors L.P. as Attorney-in-Fact By: /s/ DEAN CRIARES ------------------------------------- Name: Dean Criares Title: Managing Director ING INVESTMENTS, LLC By: /s/ MICHAEL PRINCE ------------------------------------- Name: Michael Prince, CFA Title: Vice President PILGRIM AMERICA HIGH INCOME INVESTMENTS LTD. By: ING Investments, LLC, as its investment manager By: /s/ MICHAEL PRINCE ------------------------------------- Name: Michael Prince, CFA Title: Vice President ML CLO XX PILGRIM AMERICA (CAYMAN) LTD By: ING Investments, LLC, as its investment manager By: /s/ MICHAEL PRINCE ------------------------------------- Name: Michael Prince, CFA Title: Vice President PILGRIM CLO 1999-1 LTD By: ING Investments, LLC as its investment manager By: /s/ MICHAEL PRINCE ------------------------------------- Name: Michael Prince, CFA Title: Vice President ING PRIME RATE TRUST By: ING Investments, LLC as its investment manager By: /s/ MICHAEL PRINCE ------------------------------------- Name: Michael Prince, CFA Title: Vice President SEQUILS - PILGRIM I, LTD By: ING Investments, LLC as its investment manager By: /s/ MICHAEL PRINCE ------------------------------------- Name: Michael Prince, CFA Title: Vice President J. H. WHITNEY MARKET VALUE FUND, L.P. By: /s/ MARC S. DIAGONALE ------------------------------------- Name: Marc S. Diagonal Title: Authorized Signatory K2H SOLEIL-2 LLC By: /s/ ROWENA SMITH ------------------------------------- Name: Rowena Smith Title: Authorized Agent LCM I LIMITED PARTNERSHIP By: Lyon Capital Management, LLC, as Attorney-in-Fact By: /s/ FARBOUD TAVANGAR ------------------------------------- Name: Farboud Tavangar Title: Senior Portfolio Manager LIBERY FLOATING RATE ADVANTAGE FUND By: Stein Roe & Farnham Incorporated, as Advisor By: /s/ JAMES R. FELLOWS ------------------------------------- Name: James R. Fellows Title: Senior Vice President and Portfolio Manager LONG LANE MASTER TRUST IV By: Fleet National Bank as Trust Administrator By: /s/ ROGER ACKERMAN ------------------------------------- Name: Roger Ackerman Title: Director MAGMA CDO LTD By: /s/ KAITLIN TRINH ------------------------------------- Name: Kaitlin Trinh Title: Fund Controller MASSMUTUAL HIGH YIELD PARTNERS II, LLC By: HYP Management, Inc. as Managing Member By: /s/ MARY ANN MCCARTHY ------------------------------------- Name: Mary Ann McCarthy Title: Managing Director MOUNTAIN CAPITAL CLO 1 LTD By: /s/ DARREN P. RILEY ------------------------------------- Name: Darren P. Riley Title: Director MOUNTAIN CAPITAL CLO 11 LTD By: /s/ DARREN P. RILEY ------------------------------------- Name: Darren P. Riley Title: Director OXFORD STRATEGIC INCOME FUND By: Eaton Vance Management as Investment Advisor By: /s/ PAYSON F. SWAFFIELD ------------------------------------- Name: Payson F. Swaffield Title: Vice President PB CAPITAL CORPORATION, as a Lender By: /s/ JEFFREY FROST ------------------------------------- Name: Jeffrey Frost Title: Managing Director/Portfolio Management By: /s/ ANDREW SHIPMAN ------------------------------------- Name: Andrew Shipman Title: Assistant Vice President/Portfolio Management PERSEUS CDO I LIMITED By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Portfolio Manager By: /s/ MARY ANN MCCARTHY ------------------------------------- Name: Mary Ann McCarthy Title: Managing Director PPM SHADOW CREEK FUNDING LLC By: /s/ ANN E. MORRIS ------------------------------------- Name: Ann E. Morris Title: Assistant Vice President PROVIDENT BANK OF MARYLAND By: /s/ SAMUEL B. BAYNE, JR. ------------------------------------- Name: Samuel B. Bayne, Jr. Title: Vice President SANKATY ADVISORS, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender By: /s/ DIANE J. EXTER -------------------------------------- Name: Diane J. Exter Title: Manager Director Portfolio Manager SENIOR DEBT PORTFOLIO By: Boston Management and Research as Investment Advisor By: /s/ PAYSON F. SWAFFIELD -------------------------------------- Name: Payson F. Swaffield Title: Vice President SIMSBURY CO., LIMITED By: David L. Babson & Company, Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager By: /s/ MARY ANN MCCARTHY -------------------------------------- Name: Mary Ann McCarthy Title: Managing Director STANWICH LOAN FUNDING LLC By: /s/ ANN E. MORRIS -------------------------------------- Name: Ann E.Morris Title: Assistant Vice President STEIN ROE & FARNHAM CLO I LTD. By: Stein Roe & Farnham Incorporated, as Portfolio Manager By: /s/ JAMES R. FELLOWS -------------------------------------- Name: James R. Fellows Title: Senior Vice President and Portfolio Manager STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY By: Stein Roe & Farnham Incorporated, as Advisor By: /s/ JAMES R. FELLOWS -------------------------------------- Name: James R. Fellows Title: Senior Vice President and Portfolio Manager TORONTO DOMINION (NEW YORK), INC. By: /s/ SUSAN K. STRONG -------------------------------------- Name: Susan K. Strong Title: Vice President TUSCANY CDO, LIMITED By: PPM America, Inc., as Collateral Manager By: /s/ DAVID C. WAGNER -------------------------------------- Name: David C. Wagner Title: Managing Director WHITNEY PRIVATE DEBT FUND, LP By: /s/ MARC S. DIAGONALE -------------------------------------- Name: Marc S. Diagonale Title: Authorized Signatory ACKNOWLEDGMENT AND CONSENT Each of the undersigned hereby acknowledges and consents to the foregoing Third 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: /s/ Thomas E. Kiraly ------------------------------ Name: Thomas E. Kiraly Title: 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: /s/ Thomas E. Kiraly ------------------------------ Name: Thomas E. Kiraly Title: Vice President CONCENTRA MANAGED CARE BUSINESS TRUST By: /s/ Thomas E. Kiraly ------------------------------ Name: Thomas E. Kiraly Title: Authorized Agent 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/ Thomas E. Kiraly ------------------------------ Name: Thomas E. Kiraly Title: Executive Vice President and Chief Financial Officer CONCENTRA PREFERRED SYSTEMS, INC. By: /s/ Thomas E. Kiraly ------------------------------ 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: Executive Vice President and Chief Financial Officer 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/ Thomas E. Kiraly ------------------------------ Name: Thomas E. Kiraly Title: Authorized Agent 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., as its 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