Exhibit 10.26
Execution Copy
AMENDMENT NO. 4
TO
BRIDGE LOAN
AGREEMENT
AMENDMENT NO. 4, dated as of
September 30, 2005 (this “ Amendment ”),
to the Bridge Loan Agreement, dated as of June 25, 2002, among
CONCENTRA INC., as the Borrower, CITICORP NORTH AMERICA, INC., as
Lender and the Administrative Agent, and the other Lenders party
thereto from time to time (as amended, supplemented or otherwise
modified from time to time, the “ Loan
Agreement ”).
W I T N E S
S E T H :
WHEREAS, the Borrower and Operating
Co. have advised the Administrative Agent and the Lenders that
Operating Co. and the Borrower intend to enter into a new Operating
Co. Credit Agreement, dated as of September 30, 2005, by and among
Operating Co., as borrower, the Borrower, as guarantor and the
several banks and financial institutions or entities party thereto
from time to time as lenders, issuers and agents (the “O
perating Co. Credit Agreement ”) pursuant to
which the lenders thereunder will extend loans and issue letters of
credit in the aggregate original principal amount of up to
$675,000,000 to Operating Co.; and
WHEREAS, Operating Co. intends to
use the Net Proceeds (as defined below) of the Operating Co. Credit
Agreement to, among other things, (A) repay the existing Operating
Co. Credit Facility, dated as of August 13, 2003, by and among
Operating Co., as borrower, the Borrower, as guarantor and the
several banks and financial institutions or entities party thereto
from time to time as lenders, issuers and agents (the “
Existing Operating Co. Credit Facility Repayment
”) and (B) pay a portion of the cash consideration for the
acquisition by Operating Co. of Beech Street Corporation, a
Delaware corporation (“ Beech ”),
pursuant to that certain Agreement and Plan of Merger, dated as of
August 2, 2005, by and among Operating Co., Island Acquisition
Corp. (“ Island ”), a Wholly-Owned
Subsidiary of Operating Co. and Beech, by which Island will merge
with and into Beech, with Beech being the surviving corporation and
becoming a Wholly-Owned Subsidiary of Operating Co. (the “
Beech Acquisition ” and together with the
Existing Operating Co. Credit Facility Repayment, the “
Transactions ”); and
WHEREAS, the Borrower has requested
the Lenders (i) waive compliance with Sections 2.6 (Mandatory
Prepayments), 7.6 (Prepayment and Cancellation of
Indebtedness) and 7.7 (Restriction on Fundamental
Changes; Permitted Acquisitions) of the Loan Agreement to
the extent necessary in order to permit the Borrower and Operating
Co. to consummate the Transactions and (ii) amend the definition of
Operating Co. Credit Facility, in each case, as provided herein;
and
WHEREAS, the Lenders signatory
hereto have agreed to (i) waive certain provisions of the Loan
Agreement to enable the Borrower and its Subsidiaries to consummate
the Transactions on the terms and subject to the conditions herein
provided and (ii) amend the definition of Operating Co. Credit
Facility as further provided herein.; and
WHEREAS, pursuant to Section
10.1(a) of the Loan Agreement, the consent of the Requisite
Lenders is required to effect the waivers and amendments set forth
herein.
NOW, THEREFORE, in consideration of
the foregoing premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree to the following:
Section 1. Defined Terms
.
(a) Capitalized terms used, but not
otherwise defined, herein have the meanings set forth in the Loan
Agreement.
(b) “ Net
Proceeds ” as used in this Amendment, shall mean the
proceeds of the borrowings under the Operating Co. Credit Agreement
less any and all transaction costs and expenses incurred by the
Borrower or Operating Co. in connection with the
Transactions.
Section 2. Amendments . As of
the Effective Date (as hereinafter defined), the Loan Agreement is
amended by deleting the definition of “ Operating Co.
Credit Facility ” in Section 1.1 of the
Loan Agreement in its entirety and inserting in lieu thereof the
following language:
“ Operating Co. Credit
Facility ” means the Credit Agreement, dated as of
September 30, 2005, by and amo
