Exhibit 10.6
AMENDMENT NO. 5
TO
BRIDGE LOAN
AGREEMENT
AMENDMENT NO. 5, dated as of
September 27, 2006 (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 has requested
that the Lenders extend the Termination Date until
September 30, 2008; and
WHEREAS, pursuant to
Section 10.1(a)(iii) of the Loan Agreement, the
consent of each Lender directly effected by this Amendment is
required to effect the amendments set forth herein; and
WHEREAS, each Lender has agreed to
amend the Loan Agreement as further provided 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 .
Capitalized terms used, but not otherwise defined, herein have the
meanings set forth in the Loan Agreement.
Section 2. Amendments . As of
the Effective Date (as hereinafter defined), the Loan Agreement is
amended by deleting the definition of “ Termination
Date ” in Section 1.1 of the Loan
Agreement in its entirety and inserting in lieu thereof the
following:
“ Termination
Date ” means the earlier to occur of
(a) September 30, 2008, (b) the acceleration of the
Obligations pursuant to the terms of Article VIII and
(c) the payment in full of all Obligations.
Section 3. Representations and
Warranties . Each of the Borrower and the Guarantors hereby
jointly and severally represents and warrants to the Administrative
Agent and each Lender as follows:
(a) After giving effect to this
Amendment, each of the representations and warranties of such
Person contained in the Loan Agreement and in the other Loan
Documents are true and correct in all material respects on and as
of the Effective Date as though made on and as of such date, except
to the extent that any such representation or warranty expressly
relates to an earlier date and except for changes therein expressly
permitted by the Loan Agreement.
(b) After giving effect to this
Amendment, no Default or Event of Default has occurred and is
continuing as of the date hereof and as of the Effective
Date.
(c) The execution, delivery and
performance by such Person of this Amendment have been duly
authorized by all requisite action on the part of such Person and
will not violate any of its Constituent Documents.
(d) This Amendment has been duly
executed and delivered by such Person and each of this Amendment
and the Loan Agreement, as amended hereby, constitutes the legal,
valid and binding obligation of such Person, enforceable against
such Person in accordance with their te
