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
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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.
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(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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇
Executive Vice President,
General Counsel and Secretary
[PURCHASER SIGNATURE PAGES FOLLOW]
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Address for Notices: The Purchasers:
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c/o Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ WELSH, CARSON, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VIII, L.P.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ By: WCAS VIII Associates, L.L.C.,
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Attention: ▇▇▇▇▇▇▇▇ Rather By: /s/ ▇▇▇▇▇▇▇▇ ▇. Rather
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ ---------------------------------------
Managing Member
WELSH, CARSON, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ VI, L.P.
By: WCAS VI ASSOCIATES, L.L.C.
General Partner
By: /s/ ▇▇▇▇▇▇▇▇ ▇. Rather
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▇▇▇▇▇▇▇▇ ▇. Rather
Attorney-in-Fact
WCAS MANAGEMENT CORP.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. Rather
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▇▇▇▇▇▇▇▇ ▇. Rather
Treasurer
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By: /s/ ▇▇▇▇▇▇▇▇ ▇. Rather
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▇▇▇▇▇▇▇▇ ▇. Rather, Individually and
as Attorney- in-Fact
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, M.D.
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, M.D.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ Seeds
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▇▇▇▇▇▇ Seeds
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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c/o Leeway & Co. (AT&T) ▇.▇. ▇▇▇▇▇▇ DIRECT CORPORATE FINANCE
▇.▇. ▇▇▇▇▇▇ Investment Management INSTITUTIONAL INVESTORS LLC
▇▇▇ ▇/▇▇/ ▇▇▇▇▇▇, ▇▇/▇▇/ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. Kiss
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ -----------------------------------------
Name: ▇▇▇▇▇▇ ▇. Kiss
Title: Portfolio Manager
▇.▇. ▇▇▇▇▇▇ DIRECT CORPORATE FINANCE PRIVATE
INVESTORS LLC
By: /s/ ▇▇▇▇▇▇ ▇. Kiss
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Name: ▇▇▇▇▇▇ ▇. Kiss
Title: Portfolio Manager
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ FUND, L.P.
By: /s/ ▇▇▇▇▇▇ ▇. Kiss
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Name: ▇▇▇▇▇▇ ▇. Kiss
Title: Portfolio Manager
c/o CMS Companies CMS PEP XIV CO-INVESTMENT SUBPARTNERSHIP
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Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Authorized Representative
CMS CO-INVESTMENT SUBPARTNERSHIP II
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Authorized Representative
CMS DIVERSIFIED PARTNERS, L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Authorized Representative
▇/▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ PRIVATE EQUITY PARTNERS, L.P.
GSB Building
One ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇/▇▇/ ▇▇▇▇▇ By: HLSP Investment Management, LLC,
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ its General Partner
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ By: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Investment Holdings, L.L.C
By: ▇▇▇▇▇▇▇▇ ▇▇▇▇ Advisors, L.L.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
CEO
▇▇▇▇▇▇▇▇ ▇▇▇▇ PRIVATE EQUITY FUND, PLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Director
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
Director
c/o Nassau Capital Funds, L.P. NASSAU CAPITAL PARTNERS III L.P.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇/▇▇/ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Name:
Title:
NASSAU CAPITAL PARTNERS IV, L.P.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name:
Title:
NAS PARTNERS LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name:
Title:
c/o Portfolio Advisors, LLC A.S.F. CO-INVESTMENT PARTNERS, L.P.
▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: PAF 10/98, LLC
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ By: Old Kings I, LLC, as Managing Member
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Member
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ LIFE CAPITAL PARTNERS, L.P.
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ By: NYLCAP Manager LLC, its Investment Manager
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & COMPANY, LLC
on behalf of FFC PARTNERS I, L.P.
and as its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Manager
and
on behalf of FFC EXECUTIVE PARTNERS I,
L.P. and as its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Manager
and
on behalf of FFC PARTNERS II, L.P.
and as its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Manager
SCHEDULE I
Schedule I Purchasers
See attached.
Address for Schedule I Purchasers:
c/o Welsh, Carson, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
SCHEDULE II
FFC Purchasers
See attached.
Address for FFC Purchasers:
▇/▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇.
▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
