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Exhibit 10.4
  EXECUTION COPY    







 

 
 

CONCENTRA INC.,
  As Holdings,
    
    
    
    
    CONCENTRA OPERATING CORPORATION,
  As Borrower,
    
    
    
    
    The Several Lenders from Time to Time Parties Hereto,

    
    
    
    
    JPMORGAN CHASE BANK,
  As Administrative Agent    








 

 
 

SECOND AMENDMENT TO THE CREDIT AGREEMENT
  
  
  $70,000,000 INCREMENTAL TERM LOAN FACILITY    



June 8,
2004 








        SECOND
AMENDMENT, dated as of June 8, 2004 and effective as of June 8, 2004 (this "Second Amendment"), to the Credit
Agreement, dated as of August 13, 2003, as amended by the First Amendment thereto, dated as of November 17, 2003 (the "Credit Agreement"),
among CONCENTRA INC., a Delaware corporation ("Holdings"), CONCENTRA OPERATING CORPORATION, a Nevada corporation (the
"Borrower"), the several banks and other financial institutions parties thereto (the "Existing Lenders"
and, together with the Incremental Term Lenders (as defined below), the "Lenders") and JPMORGAN CHASE BANK, a New York banking corporation, as
administrative agent for the Lenders thereunder (in such capacity, the "Administrative Agent"), is entered into by and among Holdings, the Borrower, the
Lenders and the Administrative Agent. 


 
 

W I T N E S S E T H:    
    


        WHEREAS, Holdings, the Borrower, the Existing Lenders and the Administrative Agent are parties to the Credit Agreement; 


        WHEREAS,
Holdings and the Borrower have requested that the Administrative Agent and the Lenders agree to amend the Credit Agreement (i) in order to add thereto an additional
$70,000,000
term loan facility (the "Incremental Term Loan Facility") as set forth herein and (ii) as otherwise more fully described herein; and 



        WHEREAS,
the Incremental Term Lenders are severally willing to provide the Incremental Term Loan Facility on, and subject to, the terms and conditions set forth herein and the Lenders
are willing to agree to such amendment, but only upon the terms and subject to the conditions set forth herein; 


        NOW
THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows: 


        1.    Defined Terms.    Unless otherwise defined herein, capitalized terms that are defined in the Credit Agreement
are used herein as therein defined. 


        2.    Amendments to Section 1.1.    



        (a)   Section 1.1
of the Credit Agreement is hereby amended by inserting, in proper alphabetical order, the following defined terms and related definitions: 




"2004 Senior Subordinated Note Indenture": the indenture entered into by the Borrower, the Subsidiary Guarantors and The Bank of New York, as trustee
thereunder, in connection with the issuance of the 2004 Senior Subordinated Notes, together with all instruments and other agreements entered into by the Borrower and the Subsidiary Guarantors in
connection therewith, as the same may be amended, supplemented or otherwise modified from time to time in accordance with Section 7.9." 


"2004 Senior Subordinated Notes": the $155,000,000 91/8% Senior Subordinated Notes due 2012 issued by the Borrower pursuant to the 2004
Senior Subordinated Note Indenture." 


"Escrow Account": an interest bearing escrow account governed by the Escrow Agreement with the Administrative Agent funded by the Borrower at the Second
Amendment Effective Date in an amount sufficient to purchase or redeem any remaining 1999 Senior Subordinated Notes outstanding after the Second Amendment Effective Date. The Escrow Account shall
remain in place from the Second Amendment Effective Date through the purchase or redemption in full of all outstanding 1999 Senior Subordinated Notes. All interest accruing on any funds held in the
Escrow Account shall be held for the benefit of the Borrower, and all such funds and accrued interest not previously disbursed to the Borrower shall be promptly disbursed to the Borrower upon
completion of the purchase or redemption of all 1999 Senior Subordinated Notes. Prior to and including September 15, 2004, the Borrower shall have immediate access to the funds in the Escrow
Account to the extent such funds are used (a) to purchase or redeem the 1999 Senior Subordinated Notes, (b) to pay principal, interest or premiums with respect thereto or (c) for
any purpose related to the purchase or redemption of the 1999 Senior 
















Subordinated
Notes, including the reimbursement of the Borrower for any funds expended in accordance with the foregoing. 


"Escrow Agreement": an escrow agreement dated the Second Amendment Effective Date, between the Borrower and the Administrative Agent, in form and
substance reasonably acceptable to the Administrative Agent and the Borrower. 


"Incremental Term Commitment": as to any Incremental Term Lender, its obligation to make an Incremental Term Loan to the Borrower in the amount set
forth opposite such Incremental Term Lender's name on Schedule 1.1A (attached to the Second Amendment, dated as of June 8, 2004, to this Agreement) under the heading "Incremental Term
Commitment" or, in the case of any Lender that is an Assignee, the amount of the assigning Lender's Incremental Term Commitment assigned to such Assignee pursuant to subsection 10.6(b) (in each case
as such amount may be adjusted from time to time as provided herein); collectively, as to all the Incremental Term Lenders, the "Incremental Term
Commitments". The original aggregate amount of Incremental Term Commitments is $70,000,000. 



"Incremental Term Lender": each Lender that has an Incremental Term Commitment or that holds an Incremental Term Loan. 


"Incremental Term Loan": as defined in Section 2.1(b). 


"Incremental Term Percentage": as to any Incremental Term Lender at any time, the percentage which such Lender's Incremental Term Commitment then
constitutes of the aggregate Incremental Term Commitments (or, at any time after the Second Amendment Effective Date, the percentage which the aggregate principal amount of such Lender's Incremental
Term Loans then outstanding constitutes of the aggregate principal amount of the Incremental Term Loans then outstanding). 



"Second Amendment Effective Date": the date on which the conditions precedent set forth in Section 19 of the Second Amendment, dated as of
June 8, 2004 to this Agreement shall have been satisfied or waived, which date is June 8, 2004. 





        (b)   The
definition of "Aggregate Exposure" contained in Section 1.1 of the Credit Agreement is hereby amended replacing the "and" at the end of
clause (b)(i) with a ",", renumbering clause "(ii)" to clause "(iii)" and by inserting a new clause (ii) as follows: 




"(ii) the
aggregate then unpaid principal amount of such Lender's Incremental Term Loans and" 





        (c)   The
definition of "Applicable Margin" contained in Section 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows: 




""Applicable Margin": (a) for each Revolving Loan, the rate per annum determined pursuant to the Pricing Grid and (b) for each Term Loan
and Incremental Term Loan, the rate per annum set forth under the relevant column heading below: 





	
 
	
 	

ABR Loans
	
 	

Eurodollar Loans

	Term Loans	 	2.75%	 	3.75%
	Incremental Term	 	 	 	 
	Loans	 	1.75%	 	2.75%






        (d)   The
definition of "Commitment" contained in Section 1.1 of the Credit Agreement is hereby amended by adding ", the Incremental Term Loan Commitment" after "Term
Commitment" therein. 









        (e)   The
definition of "Consolidated EBITDA" contained in Section 1.1 of the Credit Agreement is hereby amended by adding, immediately before the "," at the end of
clause (i) thereof, the following: 



"(including
(i) bonuses to the management team and (ii) costs associated with the dividend payment to Holdings and from Holdings to its existing stockholders pursuant to
Section 7.6(g), in an aggregate amount up to $3,000,000, in each case to be paid within 30 days of the Second Amendment Effective Date and funded with monies previously allocated to
fees, expenses and bonuses pursuant to the Second Amendment to this Agreement)" 




        (f)    The
definition of "Consolidated Fixed Charges" contained in Section 1.1 of the Credit Agreement is hereby amended by adding ", the Incremental Term Loans" after
"Term Loans" in clause (c) therein. 


        (g)   The
definition of "Consolidated Total Debt" contained in Section 1.1 of the Credit Agreement is hereby amended by adding, immediately before the "." at the end
thereof, the following: 



"minus, until September 15, 2004, the aggregate amount of any cash held in the Escrow Account at such date." 




        (h)   The
definition of "Excess Cash Flow" contained in Section 1.1 of the Credit Agreement is hereby amended by adding "and the Incremental Term Loans" after "Term
Loans" in clauses (iii) and (iv) therein. 


        (i)    The
definition of "Facility" contained in subsection 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows: 




        "Facility": each of (a) the Term Commitments and the Term Loans made thereunder (the "Term
Facility"), (b) the Incremental Term Loan Commitments and the Incremental Term Loans made thereunder (the "Incremental Term Loan
Facility") and (c) the Revolving Commitments and the extensions of credit made thereunder (the "Revolving Facility")." 





        (j)    The
definition of "Interest Period" contained in Section 1.1 of the Credit Agreement is hereby amended by adding "or the Incremental Term Loans" after "Term
Loans" in clause (ii) therein. 


        (k)   The
definition of "Majority Facility Lenders" contained in Section 1.1 of the Credit Agreement is hereby amended by adding ", the Incremental Term Loans" after
"Term Loans" therein. 


        (l)    The
definition of "Reinvestment Deferred Amount" contained in Section 1.1 of the Credit Agreement is hereby amended by adding ", the Incremental Term Loans" after
"Term Loans" therein. 


        (m)  Clause (b)
of the definition of "Required Lenders" contained in Section 1.1 of the Credit Agreement is hereby amended by replacing the "and" at the end of
clause (i) thereof with a ",", renumbering clause "(ii)" to clause "(iii)" and inserting a new clause (ii) as follows: 




"(ii) the
aggregate unpaid principal amount of the Incremental Term Loans then outstanding and" 





        (n)   The
definition of "Senior Subordinated Note Indentures" contained in subsection 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows: 




""Senior Subordinated Note Indentures": the collective reference to the 1999 Senior Subordinated Note Indenture, the 2003 Senior Subordinated Note
Indenture and the 2004 Senior Subordinated Note Indenture." 














        (o)   The
definition of "Senior Subordinated Notes" contained in subsection 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows: 




""Senior Subordinated Notes": the collective reference to the 1999 Senior Subordinated Notes, the 2003 Senior Subordinated Notes and the 2004 Senior
Subordinated Notes." 





        (p)   The
definition of "Term Loan" contained in Section 1.1 of the Credit Agreement is hereby amended by adding "(a)" after "Section 2.1" therein. 




        3.    Amendment to Section 2.1.    Section 2.1 of the Credit Agreement is hereby amended in its entirety
as follows: 



        "2.1 Term
Commitments. Subject to the terms and conditions hereof, (a) each Term Lender severally agrees to make a term loan (a
"Term Loan") to the Borrower on the Closing Date in a single draw in the amount of the Term Commitment of such Lender and (b) each Incremental
Term Lender severally agrees to make an incremental term loan (an "Incremental Term Loan") to the Borrower on the Second Amendment Effective Date in a
single draw in the amount of the Incremental Term Commitment of such Lender. The Term Loans and the Incremental Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the
Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10." 




        4.    Amendment to Section 2.2.    Section 2.2 of the Credit Agreement is hereby amended in its entirety
as follows: 



        "2.2 Procedure for Term Loan and Incremental Term Loan Borrowing. The Borrower shall give the Administrative Agent
irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time, three Business Days prior to each of the Closing Date and the Second Amendment
Effective Date (as applicable), in the case of Eurodollar Loans, or prior to 10:00 A.M., New York City time, on each of the Closing Date and the Second Amendment Effective Date (as applicable),
in the case of ABR Loans) specifying (i) the amount and Type of Term Loans or Incremental Term Loans to be borrowed and (ii) in the case of Eurodollar Loans, the respective amounts of
each such Type of Loan and the respective lengths of the initial Interest Period therefor. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender or Incremental
Term Lender, as applicable thereof. Not later than 12:00 Noon, New York City time, on each of the Closing Date and the Second Amendment Effective Date, each Term Lender and Incremental Term Lender,
respectively, shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term Loans and Incremental Term Loans, respectively, to be
made by such Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the
Administrative Agent by the Term Lenders or the Incremental Term Lenders in immediately available funds." 




        5.    Amendment to Section 2.3.    Section 2.3 of the Credit Agreement is hereby amended (i) by
adding "and Incremental Term Loans" at the end of the heading of such Section, (ii) by inserting an "(a)" at the beginning of the first paragraph therein; (iii) by adding "or" after "all
amounts outstanding in respect of the Term Loans" at the end of the table therein and (iv) by inserting at the end of the table therein, the following: 




"(b)
The Incremental Term Loan of each Incremental Term Lender shall mature in twenty-one (21) consecutive quarterly installments, commencing on June 30, 2004, each of 











which
shall be in an amount equal to such Incremental Term Lender's Incremental Term Percentage multiplied by the amount set forth below opposite such installment: 




	Installment
 
	 	Principal Amount

	June 30, 2004	 	$175,000
	September 30, 2004	 	175,000
	December 31, 2004	 	175,000
	March 31, 2005	 	175,000
	June 30, 2005	 	175,000
	September 30, 2005	 	175,000
	December 31, 2005	 	175,000
	March 31, 2006	 	175,000
	June 30, 2006	 	175,000
	September 30, 2006	 	175,000
	December 31, 2006	 	175,000
	March 31, 2007	 	175,000
	June 30, 2007	 	175,000
	September 30, 2007	 	175,000
	December 31, 2007	 	175,000
	March 31, 2008	 	175,000
	June 30, 2008	 	175,000
	September 30, 2008	 	9,975,000
	December 31, 2008	 	9,975,000
	March 31, 2009	 	19,950,000
	June 30, 2009	 	all amounts outstanding in

respect of the Incremental Term Loans






        6.    Amendment to Section 2.8.    (a) Section 2.8(a) of the Credit Agreement is hereby amended
(i) by adding "and Incremental Term Loans" after "Term Loans" in the first parenthetical therein, (ii) by adding ", Incremental Term Loans" after "Term Loans" in the last sentence
thereof and (iii) by adding "and Section 2.15A(b)" at the end of the last sentence therein. 


        (b)   Section 2.8(b)
of the Credit Agreement is hereby amended in its entirety as follows: 



        "(b) Each
optional prepayment of (i) the Term Loans of any Term Lender or (ii) the Incremental Term Loans of any Incremental Term Loan Lender, in each case
during the period from the Closing Date to but excluding the first anniversary of the Closing Date shall be accompanied by payment of a 1% prepayment premium on the principal amount of such Lender's
Term Loan or Incremental Term Loan prepaid (unless such prepayment premium is waived by such Lender)." 




        7.    Amendment to Section 2.9.    (a) Section 2.9(a) of the Credit Agreement is hereby amended
as follows: 



        (i)    by
adding ", the Incremental Term Loans" after "Term Loans" at the end of each of the first and second sentences thereof; and 


        (ii)   by
adding ", the 2004 Senior Subordinated Notes" after "Holdings Refinancing Indebtedness" in the second sentence thereof. 




        (b)   Section 2.9(b)
of the Credit Agreement is hereby amended by adding ", the Incremental Term Loans" after "Term Loans" at the end of the first clause thereof and at
the end of the proviso thereto. 


        (c)   Section 2.9(c)
of the Credit Agreement is hereby amended by adding ", the Incremental Term Loans" after "Term Loans" in the first sentence thereof. 


        (d)   Section 2.9(d)
of the Credit Agreement is hereby amended by adding "and the Incremental Term Loans pro rata" after
"Term Loans" in the first sentence thereof. 










        (e)   the
last paragraph of Section 2.9 is hereby amended by adding "and Section 2.15A(b)" at the end of the first sentence therein. 


        8.    New Section 2.15A.    The following new Section 2.15A shall be inserted immediately after
Section 2.15 of the Credit Agreement as follows: 




"2.15(A)  Pro Rata Treatment of the Incremental Term Loans. (a) Each borrowing by the Borrower from the Incremental Term Lenders hereunder shall
be made pro rata according to the Incremental Term Percentages of the Incremental Term Lenders. 




        (b)   Each
payment (including each prepayment) by the Borrower on account of principal of and interest on the Incremental Term Loans shall be made pro
rata according to the respective outstanding principal amounts of the Incremental Term Loans then held by the Incremental Term Lenders. Prepayments of the Incremental Term
Loans shall be applied pro rata to the installments thereof according to the respective outstanding principal amounts thereof, except that optional
prepayments shall be applied in the direct order of maturity thereof. Amounts repaid or prepaid on account of the Incremental Term Loans may not be reborrowed." 




        9.    Amendment to Section 4.16.    Section 4.16 of the Credit Agreement is hereby amended by replacing
the first sentence therein with the following: 




"The
proceeds of the Term Loans shall be used to finance a portion of the Transactions and to pay related fees and expenses. The proceeds of the Incremental Term Loans shall be used to refinance in
part the 1999 Subordinated Notes, to pay a portion of the dividend to Holdings and from Holdings to its existing stockholders (including the Sponsor) pursuant to Section 7.6(g) and to pay
related fees and expenses." 





        10.    Amendment to Section 7.1.    Section 7.1(a) of the Credit Agreement is hereby amended by deleting
the table appearing at the end of subsection 7.1(a) of the Credit Agreement and substituting in lieu thereof the following: 



	Fiscal Quarter
 
	 	Consolidated Leverage Ratio

	June 30, 2004	 	5.25 to 1.00
	September 30, 2004	 	5.25 to 1.00
	December 31, 2004	 	5.25 to 1.00
	March 31, 2005	 	5.25 to 1.00
	June 30, 2005	 	5.25 to 1.00
	September 30, 2005	 	5.00 to 1.00
	December 31, 2005	 	4.75 to 1.00
	March 31, 2006	 	4.75 to 1.00
	June 30, 2006	 	4.75 to 1.00
	September 30, 2006	 	4.50 to 1.00
	December 31, 2006	 	4.25 to 1.00
	March 31, 2007	 	4.25 to 1.00
	June 30, 2007	 	4.25 to 1.00
	September 30, 2007	 	4.00 to 1.00
	December 31, 2007	 	4.00 to 1.00
	March 31, 2008	 	3.75 to 1.00
	June 30, 2008	 	3.75 to 1.00
	September 30, 2008	 	3.75 to 1.00
	December 31, 2008	 	3.50 to 1.00
	March 31, 2009 and thereafter	 	3.25 to 1.00











        11.    Amendment to Section 7.2.    Section 7.2 of the Credit Agreement is hereby amended by
(i) deleting the word "and" at the end of clause (j) thereof, (ii) replacing the "." at the end of clause (k) with "; and" and (iii) adding the following: 


        "(l)(i) indebtedness
of the Borrower in respect of the 2004 Senior Subordinated Notes in an aggregate principal amount not to exceed $155,000,000;  provided that Net Cash Proceeds from the issuance of the 2004 Senior
Subordinated Notes are used, in part, as contemplated in the parenthetical clause
in Section 7.9(a) and (ii) Guarantee Obligations of any Subsidiary Guarantor in respect of such Indebtedness, provided that such Guarantee
Obligations are subordinated to the same extent as the obligations of the Borrower in respect of the 2004 Senior Subordinated Notes." 


        12.    Amendment to Section 7.3.    Section 7.3 of the Credit Agreement is hereby amended by
(i) deleting the word "and" at the end of clause (i) thereof, (ii) replacing the "." at the end of clause (j) with "; and" and (iii) adding the following: 




"(k)
Liens in connection with the Escrow Account." 





        13.    Amendment to Section 7.6.    Section 7.6 of the Credit Agreement is hereby amended by
(i) deleting the word "and" at the end of clause (e) thereof, (ii) replacing the "." at the end of clause (f) with "; and" and (iii) adding the following: 




"(g)
the Borrower may pay a dividend to Holdings on the Second Amendment Effective Date in an amount not to exceed $98,250,000 (up to $2,000,000 of which may be deferred and distributed at a later
date) and Holdings may pay a similar dividend to the existing shareholders (including the Sponsor)." 





        14.    Amendments to Section 7.9.    



        (a)   Section 7.9(a)
of the Credit Agreement is hereby amended by replacing the parenthetical therein with the following: 




"(other
than (i) the Redemption, (ii) such a payment, prepayment, repurchase or redemption of the Senior Discount Debentures (A) upon the issuance of the 2003 Supplemental Notes
or (B) with the proceeds of any Senior Discount Debenture Refinancing and (iii) such a payment, prepayment, repurchase or redemption of the 1999 Senior Subordinated Notes upon the
issuance and with all or a portion of the Net Cash Proceeds of the 2004 Senior Subordinated Notes (together with available cash, including pursuant to borrowings of Incremental Term Loans hereunder)
on either (A) the Second Amendment Effective Date or (B) at any time after the Second Amendment Effective Date and on or prior to September 15, 2004;  provided that the purchase or
redemption described in this clause (iii)(B) is made with the funds placed in the Escrow Account by the Borrower on
the Second Amendment Effective Date (unless less than $15,000,000 of 1999 Senior Subordinated Notes remain outstanding after the Second Amendment Closing Date, in which case the Borrower need not
place such funds in the Escrow Account), and with available cash)". 





        (b)   Section 7.9(b)
of the Credit Agreement is hereby amended by replacing the parenthetical therein with the following: 




"(other
than the Supplemental Indenture to the 1999 Senior Subordinated Note Indenture, dated June 8, 2004, and any such amendment, modification, waiver or other change that (i) would
extend the maturity or reduce the amount of any payment of principal thereof or reduce the rate or extend any date for payment of interest thereon and (ii) does not involve the payment of a
material consent fee)". 






        15.    Amendment to Section 8.    Section 8 of the Credit Agreement is hereby amended (i) by
replacing "either the 1999 Senior Subordinated Notes or the 2003 Senior Subordinated Notes" with "the 1999 Senior Subordinated Notes, the 2003 Senior Subordinated Notes or the 2004 Senior 








Subordinated
Notes" in Section 8(m), (ii) by adding "; or" at the end of Section 8(m) and (iii) by adding new paragraph (n) at the end thereof as follows: 




"(n)
the Borrower shall fail to purchase or redeem all outstanding 1999 Senior Subordinated Notes on or prior to September 15, 2004." 





        16.    Amendment to Section 10.1.    Section 10.1 is hereby amended (i) by adding "or Incremental
Term Loan" immediately after "Term Loan" in clause (i) of the proviso thereto and (ii) by adding "or Section 2.15(A)" immediately after "Section 2.15" in clause (iv)
of the proviso thereto. 


        17.    Amendment to Section 10.6.    (a) Section 10.6(b)(i)(B) is hereby amended (i) by
deleting clause (x) through and including the "(y)" at the end thereof, (ii) by adding "or an Incremental Term Loan" immediately after "Term Loan" therein and (iii) by adding new
clause (C) at the end thereof as follows: 




"(C)
the Issuing Lender, provided that no consent of the Issuing Lender shall be required for an assignment of all or any portion of a Term Loan or
Incremental Term Loan." 




        (b)   Section 10.6(b)(ii)(A)
is hereby amended by adding "or the Incremental Term Loan Facility" immediately after "Term Facility" therein. 




        18.    Amendment Fee.    In consideration of the agreement of the Required Lenders to the amendments contained herein,
Holdings and the Borrower agree to pay to each Existing Lender (hereinafter, an "Executing Lender") that executes and delivers this Second Amendment to
the Administrative Agent or its counsel by 12:00 noon, New York City time, on June 3, 2004, an amendment fee in an amount equal to 0.10% of the aggregate amount of such Executing Lender's Term
Loans, Revolving Extensions of Credit and Available Revolving Commitments outstanding on the Second Amendment Effective Date. The amendment fee shall be payable by the Borrower on the Second Amendment
Effective Date in immediately available funds to the Administrative Agent on behalf of the applicable Executing Lender. 


        19.    Conditions to Effectiveness of this Second Amendment.    This Second Amendment shall become effective upon the
date (the "Second Amendment Effective Date") when the following conditions are satisfied: 



        (a)   Second Amendment to Credit Agreement. The Administrative Agent shall have received counterparts of this Second Amendment,
duly executed and delivered by Holdings, the Borrower, the Administrative Agent, each Lender with an Incremental Term Loan Commitment and Existing Lenders constituting the "Required Lenders"
thereunder. 


        (b)   Fees. The Administrative Agent shall have received all fees required to be paid on or before the Second Amendment
Effective Date, and all expenses required to be paid on or before the Second Amendment Effective Date for which invoices have been timely presented. The reasonable fees and expenses of legal counsel
shall be paid promptly upon receipt of an invoice from such counsel, whether before or after the Second Amendment Effective Date. 


        (c)   Security Documents. The Administrative Agent shall have received (i) the Acknowledgment and Confirmation,
substantially in the form of Exhibit A hereto, executed and delivered by an authorized officer of Holdings, the Borrower and each other Loan Party and, as applicable, (ii) the Escrow
Agreement, executed and delivered by the Borrower. 


        (d)   2004 Senior Subordinated Notes. The Borrower shall have received at least $152,850,150 in gross cash proceeds from the
issuance of the 2004 Senior Subordinated Notes and shall have used all or a portion of such proceeds to consummate all or a portion of the refinancing of the 1999 Senior Subordinated Notes. 


        (e)   1999 Senior Subordinated Notes Refinancing. Arrangements satisfactory to the Administrative Agent shall have been made
for either (i) the purchase in full of the 1999 Senior Subordinated Notes on the Second Amendment Effective Date or (ii) the partial purchase of the 1999 Senior Subordinated Notes on the
Second Amendment Effective Date and the placement in 












the
Escrow Account of an amount sufficient to finance the purchase or redemption of the remaining 1999 Senior Subordinated Notes. If less than $15,000,000 of the 1999 Senior Subordinated Notes remain
outstanding on the Second Amendment Effective Date, the Borrower shall not be required to open such Escrow Account. 



        (f)    Pro Forma Balance Sheet. The Lenders shall have received a satisfactory pro forma consolidated balance sheet of each of
Holdings and the Borrower as at the Second Amendment Effective Date, adjusted to give effect to (i) the refinancing of the 1999 Senior Subordinated Notes to occur on such date, (ii) the
issuance of the 2004 Senior Subordinated Notes and the use of proceeds thereof, (iii) the $98,250,000 dividend payment and (iv) the distribution of bonuses and incurrence of costs
related to, or otherwise described in this Second Amendment. 


        (g)   Sources and Uses. The sources and uses of funding in connection with this Second Amendment and the other transactions
contemplated hereby shall be materially consistent with the Sources and Uses Table attached hereto as Schedule I. 


        (h)   Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Second
Amendment Effective Date, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments. 



        (i)    Legal Opinions. The Administrative Agent shall have received the following executed legal opinions: 



        (i)    the
legal opinion of Vinson & Elkins L.L.P., counsel to Holdings, the Borrower and its Subsidiaries, substantially in the form of Exhibit E-1
to the Credit Agreement; and 


        (ii)   the
legal opinion of Richard A. Parr, general counsel to Holdings, the Borrower and its Subsidiaries, substantially in the form of Exhibit E-2 to the
Credit Agreement. 





        20.    Representations and Warranties    


        (a)    No Default.    No Default or Event of Default shall have occurred and be continuing on the Second Amendment
Effective Date or after giving effect to the transactions contemplated herein. 


        (b)    Representations and Warranties.    Each of the representations and warranties made by the Loan Parties in or
pursuant to the Loan Documents shall be true and correct on and as of the date hereof, before and after giving effect to the effectiveness of this Second Amendment, as if made on and as of the date
hereof, except to the extent such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties were true and correct as of such earlier
date. 


        (c)    Financial Condition.    (i) Holdings hereby represents and warrants that the unaudited consolidated
balance sheet of Holdings as at March 31, 2004, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the
consolidated financial position of Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal
year-end audit adjustments). All such financial statements, including the related schedules and any notes thereto (except as contemplated by GAAP or in the case of any notes to the
financial statements dated as of March 31, 2004), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm
of accountants and disclosed therein). 



        (ii)   Since
December 31, 2003 there has been no development or event that has had or is reasonably expected to have a Material Adverse Effect. 




        21.    Continuing Effect of the Credit Agreement.    This Second Amendment shall not constitute an amendment or waiver
of any provision of the Credit Agreement not expressly referred to herein and shall not be construed as an amendment, waiver or consent to any further or future action on the part of the Loan Parties
that would require an amendment, waiver or consent of the Lenders or 








Administrative
Agent. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. 



        22.    Counterparts.    This Second Amendment may be executed by one or more of the parties hereto on any number of
separate counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 


        23.    Severability.    Any provision of this Second Amendment which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 


        24.    Integration.    This Second Amendment and the other Loan Documents represent the agreement of the Loan Parties,
the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender
relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents. 



        25.    GOVERNING LAW.    THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 









        IN
WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above
written. 



	 	 	CONCENTRA INC.
	

 	
 	

By:	

/s/  RICHARD A. PARR II      
 Name: Richard A. Parr II

Title: Executive Vice President
	

 	
 	

CONCENTRA OPERATING CORPORATION
	

 	
 	

By:	

/s/  RICHARD A. PARR II      
 Name: Richard A. Parr II

Title: Executive Vice President
	

 	
 	

JPMORGAN CHASE BANK, as

Administrative Agent and a Lender
	

 	
 	

By:	

/s/  GARY L. SPEVACK      
 Name: Gary L. Spevack

Title: Vice President
	

 	
 	

JPMorgan Chase Bank, as an Incretmental

(name of institution)                   Term Lender
	

 	
 	

By:	

/s/  GARY L. SPEVACK      
 Name: Gary L. Spevack

Title: Vice President
	

 	
 	

Calyon New York Branch, as an Incremental

(name of institution)                   Term Lender
	

 	
 	

By:	

/s/  CHARLES HEIDSIECK      
 Name: Charles Heidsieck

Title: Managing Director
	

 	
 	

By:	

/s/  THOMAS RANDOLPH      
 Name: Thomas Randolph

Title: Director











	 	 	BANK ONE N.A., as a Lender
	

 	
 	

By:	

/s/  SHARON ELLIS      
 Name: Sharon Ellis

Title: Vice President
	

 	
 	

LOAN FUNDING VI LLC

By: Blackstone Debt Advisors L.P.

As Collateral Manager, as a Lender
	

 	
 	

By:	

/s/  DEAN CRIARES      
 Name: Dean Criares

Title: Managing Director
	

 	
 	

CITICORP NORTH AMERICA, INC., as a Lender
	

 	
 	

By:	

/s/  ALLEN FISHER      
 Name: Allen Fisher

Title: Vice President
	

 	
 	

CALYON NEW YORK BRANCH, as a Lender
	

 	
 	

By:	

/s/  CHARLES HEIDSIECK      
 Name: Charles Heidsieck

Title: Managing Director
	

 	
 	

By:	

/s/  THOMAS RANDOLPH      
 Name: Thomas Randolph

Title: Director
	 	 	 	 









	 	 	CREDIT SUISSE FIRST BOSTON, Acting

Through its Cayman Islands Branch, as a Lender
	

 	
 	

By:	

/s/  PAUL COLON      
 Name: Paul Colon

Title: Director
	

 	
 	

By:	

/s/  VANESSA GOMEZ      
 Name: Vanessa Gomez

Title: Associate
	

 	
 	

DEUTSCHE BANK TRUST COMPANY

AMERICAS, as a Lender
	

 	
 	

By:	

/s/  KAREN M. KEEGAN      
 Name: Karen M. Keegan

Title: Vice President
	

 	
 	

ING SENIOR INCOME FUND

By: Aeltus Investment Management, Inc.

        as its investment manager, as a Lender
	

 	
 	

By:	

/s/  JEFF BAKALAR      
 Name: Jeff Bakalar

Title: Senior Vice President
	

 	
 	

PACIFICA CDO II, as a Lender

By: Alcentra Inc. as its Investment Manager
	

 	
 	

By:	

/s/  DEAN KAWAI      
 Name: Dean Kawai

Title: Senior Vice President
	 	 	 	 









	 	 	R2 TOP HAT, LTD., as a Lender

By: Amalgamated Gadget, L.P., its Investment Manager

By: Scepter Holdings, Inc., its General Partner
	

 	
 	

By:	

/s/  ROBERT MCCORMICK      
 Name: Robert McCormick

Title: Vice President
	

 	
 	

SANKATY ADVISORS, LLC as Collateral

Manager for AVERY POINT CLO, LTD., as Term Lender
	

 	
 	

By:	

/s/  DIANE J. EXTER      
 Name: Diane J. Exter

Title: Managing Director, Portfolio Manager
	

 	
 	

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









	 	 	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
	

 	
 	

By:	

/s/  DIANE J. EXTER      
 Name: Diane J. Exter

Title: Managing Director, Portfolio Manager
	

 	
 	

SANKATY ADVISORS, LLC as Collateral

Manager for CASTLE HILL III CLO, LIMITED as Term Lender
	

 	
 	

By:	

/s/  DIANE J. EXTER      
 Name: Diane J. Exter

Title: Managing Director, Portfolio Manager
	

 	
 	

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











	 	 	HARBOUR TOWN FUNDING LLC, as a Lender
	

 	
 	

By:	

/s/  DIANA M. HIMES      
 Name: Diana M. Himes

Title: Assistant 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: Managing Director, Portfolio Manager
	

 	
 	

SANKATY ADVISORS, LLC as Collateral

Manager for RACE POINT II CLO, LIMITED, as Term Lender
	

 	
 	

By:	

/s/  DIANE J. EXTER      
 Name: Diane J. Exter

Title: Managing Director, Portfolio Manager
	

 	
 	

BLACKROCK LIMITED DURATION INCOME

TRUST, as a Lender
	

 	
 	

By:	

/s/  TOM COLWELL      
 Name: Tom Colwell

Title: Authorized Signatory











	 	 	MAGNETITE ASSET INVESTORS LLC, as a Lender
	

 	
 	

By:	

/s/  TOM COLWELL      
 Name: Tom Colwell

Title: Authorized Signatory
	

 	
 	

MAGNETITE ASSET INVESTORS III LLC, as a Lender
	

 	
 	

By:	

/s/  TOM COLWELL      
 Name: Tom Colwell

Title: Authorized Signatory
	

 	
 	

MAGNETITE IV CLO LIMITED, as a Lender
	

 	
 	

By:	

/s/  TOM COLWELL      
 Name: Tom Colwell

Title: Authorized Signatory
	

 	
 	

MAGNETITE V CLO LIMITED, as a Lender
	

 	
 	

By:	

/s/  TOM COLWELL      
 Name: Tom Colwell

Title: Authorized Signatory
	

 	
 	

HANOVER SQUARE CLO LTD.

By: Blackstone Debt Advisors L.P.

As Collateral Manager, as a Term Lender
	

 	
 	

By:	

/s/  DEAN CRIARES      
 Name: Dean Criares

Title: Managing Director
	 	 	 	 









	 	 	MONUMENT PARK CDO LTD.

By: Blackstone Debt Advisors L.P.

As Collateral Manager, as a Term Lender
	

 	
 	

By:	

/s/  DEAN CRIARES      
 Name: Dean Criares

Title: Managing Director
	

 	
 	

UNION SQUARE CDO LTD.

By: Blackstone Debt Advisors L.P.

As Collateral Manager, as a Term Lender
	

 	
 	

By:	

/s/  DEAN CRIARES      
 Name: Dean Criares

Title: Managing Director
	

 	
 	

CALLIDUS DEBT PARTNERS CLO FUND II, LTD.

By: Its Collateral Manager, Callidus Capital

Management, LLC, as a Lender
	

 	
 	

By:	

/s/  WAYNE KUELLER      
 Name: Wayne Kueller

Title: Managing Director
	

 	
 	

LCM II LIMITED PARTNERSHIP, as a Lender

By: Lyon Capital Management LLC

        As Attorney in Fact
	

 	
 	

By:	

/s/  FARBOUD TAVANGAR      
 Name: Farboud Tavangar

Title: Senior Portfolio Manager
	 	 	 	 









	 	 	CANYON CAPITAL CDO 2001-1 LTD.

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 Director
	

 	
 	

CANYON CAPITAL CDO 2002-1 LTD.

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: Authorized Signatory
	

 	
 	

CARLYLE HIGH YIELD PARTNERS II, LTD.,

as a Lender
	

 	
 	

By:	

/s/  LINDA PACE      
 Name: Linda Pace

Title: Managing Director
	

 	
 	

CARLYLE HIGH YIELD PARTNERS III, LTD.,

as a Lender
	

 	
 	

By:	

/s/  LINDA PACE      
 Name: Linda Pace

Title: Managing Director
	 	 	 	 









	 	 	CARLYLE HIGH YIELD PARTNERS IV, LTD.,

as a Lender
	

 	
 	

By:	

/s/  LINDA PACE      
 Name: Linda Pace

Title: Managing Director
	

 	
 	

CARLYLE HIGH YIELD PARTNERS, L.P.,

as a Lender
	

 	
 	

By:	

/s/  LINDA PACE      
 Name: Linda Pace

Title: Managing Director
	

 	
 	

CARLYLE LOAN OPPORTUNITY FUND,

as a Lender
	

 	
 	

By:	

/s/  LINDA PACE      
 Name: Linda Pace

Title: Managing Director
	

 	
 	

TRUMBULL THC, LTD., as a Lender
	

 	
 	

By:	

/s/  THERESA LYNCH      
 Name: Theresa Lynch

Title: Assistant Vice President
	

 	
 	

ATRIUM CDO, as a Lender
	

 	
 	

By:	

/s/  ANDREW H. MARSHAK      
 Name: Andrew H. Marshak

Title: Authorized Signatory
	 	 	 	 









	 	 	CSAM FUNDING II, as a Lender
	 	 	By:	/s/  ANDREW H. MARSHAK      
 Name: Andrew H. Marshak

Title: Authorized Signatory
	

 	
 	

CSAM FUNDING III, as a Lender
	

 	
 	

By:	

/s/  ANDREW H. MARSHAK      
 Name: Andrew H. Marshak

Title: Authorized Signatory
	

 	
 	

FIRST DOMINION FUNDING III, as a Lender
	

 	
 	

By:	

/s/  ANDREW H. MARSHAK      
 Name: Andrew H. Marshak

Title: Authorized Signatory
	

 	
 	

ELC (CAYMAN) LTD. 1999-II

By: David L. Babson & Company Inc. as Collateral

Manager, as a Lender
	

 	
 	

By:	

/s/  DAVID P. WELLS      
 Name: David P. Wells, CFA

Title: Managing Director
	

 	
 	

ELC (CAYMAN) LTD. CDO SERIES 1999-I

By: David L. Babson & Company Inc. as Collateral

Manager, as a Lender
	

 	
 	

By:	

/s/  DAVID P. WELLS      
 Name: David P. Wells, CFA

Title: Managing Director
	 	 	 	 









	 	 	SIMSBURY CLO, LIMITED

By: David L. Babson & Company Inc. under delegated authority from Massachusetts Mutual Life Insurance Company as Collateral Manager, as a Lender
	

 	
 	

By:	

/s/  DAVID P. WELLS      
 Name: David P. Wells, CFA

Title: Managing Director
	

 	
 	

TRS CALLISTO LLC, as a Lender
	

 	
 	

By:	

/s/  DEBORAH O'KEEFFE      
 Name: Deborah O'Keeffe

Title: Vice President
	

 	
 	

TRS LEDA LLC, as a Lender
	

 	
 	

By:	

/s/  DEBORAH O'KEEFFE      
 Name: Deborah O'Keeffe

Title: Vice President
	

 	
 	

BIG SKY SENIOR LOAN FUND, LTD,

as a Lender

By: Eaton Vance Management as Investment Advisor
	

 	
 	

By:	

/s/  SCOTT H. PAGE      
 Name: Scott H. Page

Title: Vice President
	 	 	 	 









	 	 	CONSTANTINUS EATON VANCE CDO V,

LTD., as a Lender

By: Eaton Vance Management as Investment Advisor
	

 	
 	

By:	

/s/  SCOTT H. PAGE      
 Name: Scott H. Page

Title: Vice President
	

 	
 	

EATON VANCE CDO III, LTD., as a Lender

By: Eaton Vance Management as Investment Advisor
	

 	
 	

By:	

/s/  SCOTT H. PAGE      
 Name: Scott H. Page

Title: Vice President
	

 	
 	

EATON VANCE CDO VI, LTD., as a Lender

By: Eaton Vance Management as Investment Advisor
	

 	
 	

By:	

/s/  SCOTT H. PAGE      
 Name: Scott H. Page

Title: Vice President
	

 	
 	

EATON VANCE INSTITUTIONAL SENIOR

LOAN FUND, as a Lender

By: Eaton Vance Management as Investment Advisor
	

 	
 	

By:	

/s/  SCOTT H. PAGE      
 Name: Scott H. Page

Title: Vice President











	

 	
 	

EATON VANCE LIMITED INCOME FUND,

as a Lender

By: Eaton Vance Management as Investment Advisor
	

 	
 	

By:	

/s/  SCOTT H. PAGE      
 Name: Scott H. Page

Title: Vice President
	

 	
 	

EATON VANCE SENIOR FLOATING-RATE

TRUST, as a Lender

By: Eaton Vance Management as Investment Advisor
	

 	
 	

By:	

/s/  SCOTT H. PAGE      
 Name: Scott H. Page

Title: Vice President
	

 	
 	

EATON VANCE SENIOR INCOME TRUST, as a Lender

By: Eaton Vance Management as Investment Advisor
	

 	
 	

By:	

/s/  SCOTT H. PAGE      
 Name: Scott H. Page

Title: Vice President
	

 	
 	

GRAYSON & CO., as a Lender

By: Boston Management and Research as Investment Advisor
	

 	
 	

By:	

/s/  SCOTT H. PAGE      
 Name: Scott H. Page

Title: Vice President











	 	 	OXFORD STRATEGIC INCOME FUND,

as a Lender

By: Eaton Vance Management as Investment Advisor
	

 	
 	

By:	

/s/  SCOTT H. PAGE      
 Name: Scott H. Page

Title: Vice President
	

 	
 	

SENIOR DEBT PORTFOLIO, as a Lender

By: Boston Management and Research as Investment Advisor
	

 	
 	

By:	

/s/  SCOTT H. PAGE      
 Name: Scott H. Page

Title: Vice President
	

 	
 	

TOLLI & CO., as a Lender

By: Eaton Vance Management as Investment Advisor
	

 	
 	

By:	

/s/  SCOTT H. PAGE      
 Name: Scott H. Page

Title: Vice President
	

 	
 	

BALLYROCK CDO I LIMITED, as a Lender

By: Ballyrock Investment Advisors LLC, as Collateral Manager
	

 	
 	

By:	

/s/  LISA RYMUT      
 Name: Lisa Rymut

Title: Assistant Treasurer











	 	 	BALLYROCK CLO II LIMITED, as a Lender

By: Ballyrock Investment Advisors LLC, as Collateral Manager
	

 	
 	

By:	

/s/  LISA RYMUT      
 Name: Lisa Rymut

Title: Assistant Treasurer
	

 	
 	

FIDELITY ADVISOR SERIES II: FIDELITY

ADVISOR FLOATING RATE HIGH INCOME FUND, as a Lender
	

 	
 	

By:	

/s/  JOHN H. COSTELLO      
 Name: John H. Costello

Title: Assistant Treasurer
	

 	
 	

GOLDENTREE LOAN OPPORTUNITIES I, LIMITED

By: GoldenTree Asset Management, LP, as a Lender
	

 	
 	

By:	

/s/  FREDERICK S. HADDAD      
 Name: Frederick S. Haddad

Title: Portfolio Manager
	

 	
 	

GOLDENTREE LOAN OPPORTUNITIES II, LIMITED

By: GoldenTree Asset Management, LP, as a Lender
	

 	
 	

By:	

/s/  FREDERICK S. HADDAD      
 Name: Frederick S. Haddad

Title: Portfolio Manager











	

 	
 	

GULF STREAM-COMPASS CLO 2003-1 LTD.

By: Gulf Stream Asset Management LLC as Collateral Manager, as a Lender
	

 	
 	

By:	

/s/  MARK D. ABRAHM      
 Name: Mark D. Abrahm

Title: Trader
	

 	
 	

ARCHIMEDES FUNDING III, LTD.

By: ING Capital Advisors, LLC as Collateral Manager, as a Lender
	

 	
 	

By:	

/s/  HELEN Y. RHEE      
 Name: Helen Y. Rhee

Title: Senior Vice President
	

 	
 	

ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.

By: ING Investments, LLC as its Investment Manager, as a Lender
	

 	
 	

By:	

/s/  JEFF BAKALAR      
 Name: Jeff Bakalar

Title: Senior Vice President
	

 	
 	

SEQUILS- PILGRIM I, LTD.

By: ING Investments, LLC as its Investment Manager, as a Lender
	

 	
 	

By:	

/s/  JEFF BAKALAR      
 Name: Jeff Bakalar

Title: Senior Vice President











	 	 	WHITNEY PRIVATE DEBT FUND, L.P.,

as a Lender
	

 	
 	

By:	

/s/  KEVIN J. CURLEY      
 Name: Kevin J. Curley

Title: Authorized Signatory
	

 	
 	

LCM I LIMITED PARTNERSHIP

By: Lyon Capital Management LLC as Collateral Manager, as a Lender
	

 	
 	

By:	

/s/  FARBOUD TAVANGAR      
 Name: Farboud Tavangar

Title: Senior Portfolio Manager
	

 	
 	

MORGAN STANLEY PRIME INCOME TRUST,

as a Lender
	

 	
 	

By:	

/s/  KEVIN EGAN      
 Name: Kevin Egan

Title: Vice President
	

 	
 	

MOUNTAIN CAPITAL CLO I, LTD.,

as a Lender
	

 	
 	

By:	

/s/  REGINA FORMAN      
 Name: Regina Forman

Title: Director











	

 	
 	

MOUNTAIN CAPITAL CLO II, LTD.,

as a Lender
	

 	
 	

By:	

/s/  REGINA FORMAN      
 Name: Regina Forman

Title: Director
	

 	
 	

ELF FUNDING TRUST III, as a Lender

By: New York Life Investment Management LLC,

As Attorney-in-Fact
	

 	
 	

By:	

/s/  ROBERT H. DIAL      
 Name: Robert H. Dial

Title: Director
	

 	
 	

NEW YORK LIFE INSURANCE AND ANNUITY

CORPORATION, as a Lender

By: New York Life Investment Management LLC,

as its Investment Manager
	

 	
 	

By:	

/s/  ROBERT H. DIAL      
 Name: Robert H. Dial

Title: Director
	

 	
 	

NYLIM FLATIRON CLO 2003-1 LTD., as a Lender

By: New York Life Investment Management LLC,

as Collateral Manager and Attorney-in-Fact
	

 	
 	

By:	

/s/  ROBERT H. DIAL      
 Name: Robert H. Dial

Title: Director











	 	 	OCTAGON INVESTMENT PARTNERS III LTD.,

as a Lender

By: Octagon Credit Investors, LLC as Portfolio Manager
	

 	
 	

By:	

/s/  ANDREW D. GORDON      
 Name: Andrew D. Gordon

Title: Portfolio Manager
	

 	
 	

OCTAGON INVESTMENT PARTNERS IV LTD.,

as a Lender

By: Octagon Credit Investors, LLC as Collateral Manager
	

 	
 	

By:	

/s/  ANDREW D. GORDON      
 Name: Andrew D. Gordon

Title: Portfolio Manager
	

 	
 	

OCTAGON INVESTMENT PARTNERS V LTD.,

as a Lender

By: Octagon Credit Investors, LLC as Portfolio Manager
	

 	
 	

By:	

/s/  ANDREW D. GORDON      
 Name: Andrew D. Gordon

Title: Portfolio Manager
	

 	
 	

OCTAGON INVESTMENT PARTNERS VI LTD.,

as a Lender

By: Octagon Credit Investors, LLC as Collateral Manager
	

 	
 	

By:	

/s/  ANDREW D. GORDON      
 Name: Andrew D. Gordon

Title: Portfolio Manager











	 	 	HARBOURVIEW CLO V, LTD., as a Lender
	

 	
 	

By:	

/s/  DAVID FOXHOVEN      
 Name: David Foxhoven

Title: Assistant Vice President
	

 	
 	

HARBOURVIEW CLO IV, LTD., as a Lender
	

 	
 	

By:	

/s/  DAVID FOXHOVEN      
 Name: David Foxhoven

Title: Assistant Vice President
	

 	
 	

OPPENHEIMER SENIOR FLOATING RATE

FUND, as a Lender
	

 	
 	

By:	

/s/  DAVID FOXHOVEN      
 Name: David Foxhoven

Title: Assistant Vice President
	

 	
 	

PPM SHADOW CREEK FUNDING LLC, as a Lender
	

 	
 	

By:	

/s/  DIANA M. HIMES      
 Name: Diana M. Himes

Title: Assistant Vice President
	

 	
 	

PPM SPYGLASS FUNDING TRUST, as a Lender
	

 	
 	

By:	

/s/  DIANA M. HIMES      
 Name: Diana M. Himes

Title: Authorized Agent











	 	 	TUSCANY CDO, LIMITED, as a Lender

By: PPM America, Inc., as Collateral Manager
	

 	
 	

By:	

/s/  DAVID C. WAGNER      
 Name: David C. Wagner

Title: Managing Director
	

 	
 	

DRYDEN III LEVERAGED LOAN CDO 2002,

as a Lender

By: Prudential Investment Management Inc., as Collateral Manager
	

 	
 	

By:	

/s/  GEORGE W. EDWARDS      
 Name: George W. Edwards

Title: Principal
	

 	
 	

DRYDEN IV LEVERAGED LOAN CDO 2003,

as a Lender

By: Prudential Investment Management Inc., as Collateral Manager
	

 	
 	

By:	

/s/  GEORGE W. EDWARDS      
 Name: George W. Edwards

Title: Principal
	

 	
 	

DRYDEN LEVERAGED LOAN CDO 2002-II,

as a Lender

By: Prudential Investment Management Inc., as Collateral Manager
	

 	
 	

By:	

/s/  GEORGE W. EDWARDS      
 Name: George W. Edwards

Title: Principal











	 	 	DRYDEN V LEVERAGED LOAN CDO 2003,

as a Lender

By: Prudential Investment Management Inc., as Collateral Manager
	

 	
 	

By:	

/s/  GEORGE W. EDWARDS      
 Name: George W. Edwards

Title: Principal
	

 	
 	

PUTNAM DIVERSIFIED INCOME TRUST,

as a Lender
	

 	
 	

By:	

/s/  BETH MAZOR      
 Name: Beth Mazor

Title: Vice President
	

 	
 	

PUTNAM HIGH YIELD ADVANTAGE FUND,

as a Lender
	

 	
 	

By:	

/s/  BETH MAZOR      
 Name: Beth Mazor

Title: Vice President
	

 	
 	

PUTNAM MASTER INCOME TRUST,

as a Lender
	

 	
 	

By:	

/s/  BETH MAZOR      
 Name: Beth Mazor

Title: Vice President











	 	 	PUTNAM MASTER INTERMEDIATE INCOME

TRUST, as a Lender
	

 	
 	

By:	

/s/  BETH MAZOR      
 Name: Beth Mazor

Title: Vice President
	

 	
 	

PUTNAM PREMIER INCOME TRUST,

as a Lender
	

 	
 	

By:	

/s/  BETH MAZOR      
 Name: Beth Mazor

Title: Vice President
	

 	
 	

PUTNAM VARIABLE TRUST-PVT

DIVERSIFIED INCOME FUND, as a Lender
	

 	
 	

By:	

/s/  BETH MAZOR      
 Name: Beth Mazor

Title: Vice President
	

 	
 	

PUTNAM VARIABLE TRUST- PVT HIGH

YIELD FUND, as a Lender
	

 	
 	

By:	

/s/  BETH MAZOR      
 Name: Beth Mazor

Title: Vice President
	 	 	 	 










	 	 	STANFIELD ARBITRAGE CDO, LTD.,

as a Lender

By: Stanfield Capital Partners LLC as its Collateral Manager
	

 	
 	

By:	

/s/  CHRISTOPHER E. JANSEN      
 Name: Christopher E. Jansen

Title: Managing Partner
	

 	
 	

STANFIELD QUATTRO CLO, LTD.,

as a Lender

By: Stanfield Capital Partners LLC as its Collateral Manager
	

 	
 	

By:	

/s/  CHRISTOPHER E. JANSEN      
 Name: Christopher E. Jansen

Title: Managing Partner
	

 	
 	

WINDSOR LOAN FUNDING, LIMITED,

as a Lender

By: Stanfield Capital Partners LLC as its Investment Manager
	

 	
 	

By:	

/s/  CHRISTOPHER E. JANSEN      
 Name: Christopher E. Jansen

Title: Managing Partner
	

 	
 	

AURUM CLO 2002-1 LTD., as a Lender

By: Columbia Management Advisors, Inc. (f/k/a

Stein Roe & Farnham Incorporated), as its Investment Manager
	

 	
 	

By:	

/s/  THOMAS R. BOUCHARD      
 Name: Thomas R. Bouchard

Title: Vice President
	 	 	 	 









	 	 	SRF 2000, INC., as a Lender
	

 	
 	

By:	

/s/  DIANA M. HIMES      
 Name: Diana M. Himes

Title: Assistant Vice President
	

 	
 	

SRF TRADING, INC., as a Lender
	

 	
 	

By:	

/s/  DIANA M. HIMES      
 Name: Diana M. Himes

Title: Assistant Vice President
	

 	
 	

GALAXY CLO 1999-1, LTD., as a Lender

By: AIG Global Investment Corp. as Collateral Manager
	

 	
 	

By:	

/s/  W. JEFFREY BAXTER      
 Name: W. Jeffrey Baxter

Title: Vice President
	

 	
 	

KZH SOLIEL-2 LLC, as a Lender
	

 	
 	

By:	

/s/  DORIAN HERRERA      
 Name: Dorian Herrera

Title: Authorized Agent
	 	 	 	 









	 	 	STANWICH LOAN FUNDING LLC, as a Lender
	

 	
 	

By:	

/s/  DIANA M. HIMES      
 Name: Diana M. Himes

Title: Assistant Vice President
	

 	
 	

APEX (Trimaran) CDO I, LTD., as a Lender

By: Trimaran Advisors, L.L.C.
	

 	
 	

By:	

/s/  DAVID M. MILLISON      
 Name: David M. Millison

Title: Managing Director
	

 	
 	

VAN KAMPEN SENIOR INCOME TRUST,

as a Lender

By: Van Kampen Investment Advisory Corp.
	

 	
 	

By:	

/s/  BRAD LANGS      
 Name: Brad Langs

Title: Executive Director
	

 	
 	

VAN KAMPEN SENIOR LOAN FUND,

as a Lender

By: Van Kampen Investment Advisory Corp.
	

 	
 	

By:	

/s/  BRAD LANGS      
 Name: Brad Langs

Title: Executive Director











 
 

Schedule I    
    


 
  SOURCES AND USES TABLE    
    



	Sources:	 	 	 	 	 	 	(in millions	)
	 	 	Incremental Term Loans	 	$	70.0	 
	 	 	Cash	 	 	41.7	 
	 	 	New Senior Subordinated Notes due 2012	 	 	152.9	 
	 	 	 	 	Total Sources	 	$	264.6	 
	

Uses:	
 	

 	
 	

 	
 	
 	

 	
 
	 	 	Dividend to Equity Holders	 	$	96.0	 
	 	 	Redeem tendered 1999 Senior Subordinated Notes	 	 	114.9	 
	 	 	Tender Premium on 1999 Senior Subordinated Notes plus accrued interest	 	 	14.5	 
	 	 	Escrow 1999 Senior Subordinated Notes not tendered	 	 	27.6	 
	 	 	Redemption Premium on 1999 Senior Subordinated Notes not tendered	 	 	1.8	 
	 	 	Fees, Expenses and Bonuses	 	 	9.8	 
	 	 	 	 	Total Uses	 	$	264.6	 







Notes:



	•
	Does
not include the $1.2 million accrued dividend



	•
	Does
not include accrued interest on the non-tendered $27.6 million 13% notes (accrued interest was approximately $1.1 million as of closing on
June 8, 2004; anticipated accrued interest is estimated to be $1.8 million as of August 15, 2004) 



 
 

ACKNOWLEDGMENT AND CONFIRMATION    
    


        1.     Reference
is made to Second Amendment, dated as of June 8, 2004 and effective as of June 8, 2004 (the "Second
Amendment"), to the Credit Agreement, dated as of August 13, 2003, as amended by the First Amendment thereto, dated as of November 17, 2003 (the
"Credit Agreement"), among CONCENTRA INC., a Delaware corporation ("Holdings"), CONCENTRA
OPERATING CORPORATION, a Nevada corporation (the "Borrower"), the several banks and other financial institutions from time to time parties thereto (the
"Lenders") and JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for the Lenders thereunder (in such capacity, the
"Administrative Agent"). Unless otherwise defined herein, capitalized terms that are defined in the Credit Agreement are used herein as therein defined.
This Acknowledgement and Confirmation shall be deemed a Security Document, as defined in the Credit Agreement. 


        2.     Each
of the parties hereto hereby agrees, with respect to each Security Document to which it is a party: 



        (a)   all
of its obligations, liabilities and indebtedness under such Security Document shall remain in full force and effect on a continuous basis after giving effect to the
Second Amendment and its guarantee of the obligations, liabilities and indebtedness of the other Loan Parties under the Credit Agreement shall extend to and cover the Incremental Term Loans made under
the Credit Agreement pursuant to the Second Amendment and interest thereon and fees and expenses and other obligations in respect thereof and in respect of commitments related thereto; and 


        (b)   all
of the Liens and security interests created and arising under such Security Document remain in full force and effect on a continuous basis, and the perfected status
and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, after giving effect to the Second Amendment,
as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees in the Security Documents. 













        3.     THIS ACKNOWLEDGMENT AND CONFIRMATION SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


        4.     This
Acknowledgment and Confirmation may be executed by one or more of the parties hereto on any number of separate counterparts (including by telecopy), and all of said
counterparts taken together shall be deemed to constitute one and the same instrument. 


[rest
of page intentionally left blank] 









        IN
WITNESS WHEREOF, the parties hereto have caused this Acknowledgement and Confirmation to be duly executed and delivered by their proper and duly authorized officers as of the day and
year first above written. 



	 	 	CONCENTRA OPERATING CORPORATION

CONCENTRA INC.

CONCENTRA HEALTH SERVICES, INC.

CONCENTRA PREFERRED SYSTEMS, INC.
	

 	
 	

By:	

/s/  RICHARD A. PARR II      
 Richard A. Parr II

Executive Vice President, General Counsel and

Corporate Secretary
	

 	
 	

CONCENTRA INTEGRATED SERVICES, INC.
	

 	
 	

By:	

/s/  RICHARD A. PARR II      
 Richard A. Parr II

Executive Vice President and Clerk
	

 	
 	

CISI BUSINESS CORPORATION

CONCENTRA MANAGEMENT SERVICES, INC.

CPS BUSINESS CORPORATION

FHM BUSINESS CORPORATION

FIRST NOTICE SYSTEMS, INC.

FOCUS HEALTHCARE MANAGEMENT, INC.

METRACOMP, INC.

CONCENTRA LABORATORY, L.L.C.
	

 	
 	

By:	

/s/  RICHARD A. PARR II      
 Richard A. Parr II

Vice President and Corporate Secretary
	 	 	 	 









	 	 	CRA MANAGED CARE OF WASHINGTON, INC.

CRA-MCO, INC.
	

 	
 	

By:	

/s/  RICHARD A. PARR II      
 Richard A. Parr II

Executive Vice President and Corporate Secretary
	

 	
 	

HEALTHNETWORK SYSTEMS LLC

MEDICAL NETWORK SYSTEMS LLC
	

 	
 	

By:	

/s/  RICHARD A. PARR II      
 Richard A. Parr II

Vice President, General Counsel and

Corporate Secretary
	

 	
 	

NATIONAL HEALTHCARE RESOURCES, INC.
	

 	
 	

By:	

/s/  RICHARD A. PARR II      
 Richard A. Parr II

Senior Vice President and Corporate Secretary
	

 	
 	

OCCUCENTERS I, L.P.
	

 	
 	

By:	

Its general partner

CONCENTRA HEALTH SERVICES, INC.
	

 	
 	

By:	

/s/  RICHARD A. PARR II      
 Richard A. Parr II

Executive Vice President, General Counsel

and Corporate Secretary
	

 	
 	

OCI HOLDINGS, INC.
	

 	
 	

By:	

/s/  GARY CHEDEKEL      
 Gary Chedekel

Corporate Secretary and Treasurer













QuickLinks



Exhibit 10.4 EXECUTION COPY


CONCENTRA INC., As Holdings, CONCENTRA OPERATING CORPORATION, As Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, As Administrative Agent

SECOND AMENDMENT TO THE CREDIT AGREEMENT $70,000,000 INCREMENTAL TERM LOAN FACILITY

W I T N E S S E T H



Schedule I


SOURCES AND USES TABLE

ACKNOWLEDGMENT AND CONFIRMATION