Supplemental Indenture



 Exhibit 4.1 
  
 CONCENTRA INC. 
  
 as Obligor 
  
 and 
  
 THE
BANK OF NEW YORK 
  
 as Trustee 
  

  
 SUPPLEMENTAL INDENTURE 
  
 Dated as of July 28, 2003 
  
 to

  
 Indenture 
  
 Dated as of August 17, 1999 
  

  
 14% Senior Discount Debentures due 2010 







 SUPPLEMENTAL INDENTURE dated as of July 28, 2003 (this “Supplemental Indenture”), among
Concentra Inc., a Delaware corporation (the “Company”), The Bank of New York, as successor to United States Trust Company of New York, as trustee (the “Trustee”), and all of the holders of the Company’s 14% Senior Discount
Debentures due 2010 (the “Debentures”) listed on the signature pages hereto (each a “Debenture Holder” and collectively, the “Debenture Holders”). 
  
 WHEREAS, the Company has heretofore executed and delivered to the Trustee that certain Indenture dated as of August
17, 1999, as it may be amended or supplemented (the “Company Indenture”), providing for the issuance of the Debentures; 
  
 WHEREAS, Section 902 of the Company Indenture authorizes the Company and the Trustee, in accordance with the terms thereof, to enter into an
indenture or indentures supplemental to the Company Indenture for the purpose of amending and supplementing the Company Indenture or any supplemental indenture or modifying the rights of the Debenture Holders; 
  
 WHEREAS, the execution and delivery of this Supplemental Indenture has
been authorized by resolutions of the Board of Directors of the Company; 
  
 WHEREAS, the Debenture Holders desire to consent to the execution and delivery of this Supplemental Indenture for the purpose of amending and supplementing the Company Indenture and modifying the rights of the
Debenture Holders as provided herein; and 
  
 WHEREAS, all
conditions and requirements necessary to make this Supplemental Indenture a valid, legal, binding and enforceable instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof
have been in all respects duly authorized by the parties hereto. 
  
 NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Debenture Holders, as follows: 
  
 ARTICLE I 
  
 THE DEBENTURES; TITLE AND TERMS; AMENDMENT 
  
 Section 1.1 Stated Maturity. 
  
 (a) The second paragraph of Section 301(a) of the Company Indenture is hereby
amended and restated in its entirety to read as follows: 
  
 “The Debentures shall be known and designated as the “14% Senior Discount Debentures due 2011” of the Company. Their Stated Maturity shall be February 15, 2011.” 
  

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 (b) The phrase “14% Senior Discount Debentures due 2010” is hereby amended and restated to read
“14% Senior Discount Debentures due 2011” in each place such phrase appears in the Company Indenture and Exhibits thereto, including but not limited to the Form of Debenture attached as Exhibit A to the Company Indenture. 
  
 ARTICLE II 
  
 REDEMPTION OF DEBENTURES; AMENDMENT 
  
 Section 2.1 Optional Redemption. Section 1101 of the Company
Indenture is hereby amended by adding the following sentence at the end of the first paragraph: 
  
 “Notwithstanding the foregoing, the redemption price for any redemption occurring during the period beginning on July 15, 2003 and
ending on August 16, 2003, shall be equal to the sum of (x) the Accreted Value thereof on any Redemption Date less the Accreted Value thereof on the Issue Date and (y) 103% of the Accreted Value thereof on the Issue Date.” 
  
 Section 2.2 Notice of Redemption. The first sentence of Section
1105 of the Company Indenture is hereby amended and restated in its entirety to read as follows: 
  
 “Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than seven nor more than 60 days prior to the Redemption
Date, to each Holder of Debentures to be redeemed, at his address appearing in the Debenture Register.” 
  
 (b) All references in the Company Indenture to periods for notice of redemption of the Debentures, including but not limited to such references in the
Form of Debenture attached as Exhibit A to the Company Indenture, are hereby amended to provide for redemption upon not less than seven nor more than 60 days’ notice, in place of a period of not less than 30 nor more than 60 days’ notice.

  
 (c) The last sentence of Section 1105 of the Company Indenture
is hereby amended and restated to read in its entirety as follows: 
  
 “Notices of Redemption may be conditioned upon completion or satisfaction of any event, occurrence or other condition described in the notice of redemption.” 
  
 ARTICLE III 
  
 MISCELLANEOUS PROVISIONS 
  
 Section 3.1 Defined Terms. For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise
requires, terms used in capitalized form in 
  

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this Supplemental Indenture and defined in the Company Indenture have the meanings specified in the Company Indenture. 
  
 Section 3.2 Indenture. Except as amended hereby, the Company
Indenture and the Debentures are in all respects ratified and confirmed and all the terms thereof shall remain in full force and effect. 
  
 Section 3.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. 
  
 Section 3.4 Successors. All agreements of the Company in this Supplemental Indenture and the Debentures shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

  
 Section 3.5 Duplicate Originals. All parties may
sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. 
  
 Section 3.6 Severability. In case any one or more of the provisions in this Supplemental Indenture or in the Debentures shall be held
invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. 
  
 Section 3.7 Trustee Disclaimer. The Trustee accepts the amendment of the Company Indenture effected by this Supplemental Indenture and
agrees to execute the trust created by the Company Indenture as hereby amended, but on the terms and conditions set forth in the Company Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the
Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Company Indenture as hereby amended, and without limiting the generality of the foregoing,
the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (1)the validity or
sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (2)the proper authorization hereof by the Company or any Debenture Holder by corporate action or otherwise, (3)the due execution hereof by the Company or any
Debenture Holder or (4)the consequences (direct or indirect and whether deliberate or inadvertent) of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters. 
  
 Section 3.8 Effectiveness. This Supplemental Indenture shall
become effective, once executed by all necessary parties, upon receipt by the Trustee of a certificate of the appropriate officers of the Company and an Opinion of Counsel, each of which shall be dated no earlier than the date hereof. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed
as of the day and year written above. 
  

	 Attest:
	 	 	 	 CONCENTRA INC.,

	 	 	 	 	 as Obligor

				
	 /s/ Richard A. Parr II

	 	 	 	 By:
	 	 /s/ James M. Greenwood


	 Richard A. Parr II, Secretary
	 	 	 	 Name:
	 	 James M. Greenwood

	 	 	 	 	 	 	 Title:
	 	 Executive Vice President

				
	 	 	 	 	 	 	THE BANK OF NEW YORK,
	 	 	 	 	 	 	 as Trustee

					
	 	 	 	 	 	 	 By:
	 	 /s/ Margaret M. Ciesmelewski


	 	 	 	 	 	 	 Name:
	 	 Margaret M. Ciesmelewski

	 	 	 	 	 	 	 Title:
	 	 Vice President


  

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	DEBENTURE HOLDERS
	
	 WCAS CAPITAL PARTNERS III, L.P.

		
	 By:
	 	 /s/ Jonathan Rather


	 Name:
	 	 Jonathan Rather

	 Title:
	 	 General Partner



  

	 A.S.F. CO-INVESTMENT PARTNERS,
 L.P.

		
	 By:
	 	 PAF 10/98, LLC, as general partner

			
	 	 	 By:
	 	 Old Kings I, LLC, as general
 partner

				
	 	 	 	 	 By:
	 	 /s/ Paul R. Crotty


	 	 	 	 	 Name:
	 	 Paul R. Crotty

	 	 	 	 	 Title:
	 	 Authorized Member



  

	 CMS CO-INVESTMENT
 SUBPARTNERSHIP II

		
	 By:
	 	 /s/ Richard A. Mitchell


	 Name:
	 	 Richard A. Mitchell

	 Title:
	 	 Authorized Representative



  

	 CMS DIVERSIFIED PARTNERS, L.P.

		
	 By:
	 	 /s/ Richard A. Mitchell


	 Name:
	 	 Richard A. Mitchell

	 Title:
	 	 Authorized Representative



  

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	 MIDOCEAN CAPITAL INVESTORS, L.P.

		
	 By:
	 	 MidOcean Capital Partners, L.P., its
 general partner

			
	 	 	 By:
	 	 Existing Fund GP, Ltd., its
 general partner

				
	 	 	 	 	 By:
	 	 /s/ Andrew Spring


	 	 	 	 	 Name:
	 	 Andrew Spring

	 	 	 	 	 Title:
	 	 Principal



  

	 EURAZEO

		
	 By:
	 	 /s/ Bruno Keller


	 	 	 Name: Bruno Keller

	 	 	 Title: General Director

	
	 GS PRIVATE EQUITY PARTNERS II,
 L.P.

		
	 By:
	 	 /s/ Jennifer Barbetta


	 Name:
	 	 Jennifer Barbetta

	 Title:
	 	 Vice President

	
	 GS PRIVATE EQUITY PARTNERS II
 OFFSHORE, L.P.

		
	 By:
	 	 /s/ Jennifer Barbetta


	 Name:
	 	 Jennifer Barbetta

	 Title:
	 	 Vice President



  

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	 GS PRIVATE EQUITY PARTNERS II—
 DIRECT INVESTMENT FUND, L.P.

		
	 By:
	 	 /s/ Jennifer Barbetta


	 Name:
	 	 Jennifer Barbetta

	 Title:
	 	 Vice President

	
	 GS PRIVATE EQUITY PARTNERS III,
 L.P.

		
	 By:
	 	 /s/ Jennifer Barbetta


	 Name:
	 	 Jennifer Barbetta

	 Title:
	 	 Vice President

	
	 GS PRIVATE EQUITY PARTNERS III
 OFFSHORE, L.P.

		
	 By:
	 	 /s/ Jennifer Barbetta


	 Name:
	 	 Jennifer Barbetta

	 Title:
	 	 Vice President

	
	 NBK/GS PRIVATE EQUITY PARTNERS,
 L.P.

		
	 By:
	 	 /s/ Jennifer Barbetta


	 Name:
	 	 Jennifer Barbetta

	 Title:
	 	 Vice President

	
	 HAMILTON LANE PRIVATE EQUITY
 PARTNERS, L.P.

		
	 By:
	 	 /s/ Mario L. Giannini


	 Name:
	 	 Mario L. Giannini

	 Title:
	 	 CEO



  

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	HAMILTON LANE PRIVATE EQUITY
FUND PLC
		
	 By:
	 	 /s/ Mario L. Giannini


	 Name:
	 	 Mario L. Giannini

	 Title:
	 	 CEO

	
	J.P. MORGAN DIRECT CORPORATE
FINANCE INSTITUTIONAL
INVESTORS, L.L.C.
	
	JPMorgan Chase Bank as Investment
Advisor
		
	 By:
	 	 /s/ Robert E. Kiss


	 Name:
	 	 Robert E. Kiss

	 Title:
	 	 Portfolio Manager

	
	J.P. MORGAN DIRECT CORPORATE
FINANCE PRIVATE INVESTORS, L.L.C.
	
	JPMorgan Chase Bank as Investment
Advisor
		
	 By:
	 	 /s/ Robert E. Kiss


	 Name:
	 	 Robert E. Kiss

	 Title:
	 	 Portfolio Manager

	
	 J.P. MORGAN PARTNERS (BHCA), L.P.

		
	 By:
	 	 /s/ John O’Connor


	 Name:
	 	 John O’Connor

	 Title:
	 	 Executive Partner



  

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	 KNOTTY & CO., F/B/O CALIFORNIA
 STATE TEACHERS’ RETIREMENT
 SYSTEM

		
	 By:
	 	 /s/ Elleen Y. Okada


	 Name:
	 	 Elleen Y. Okada

	 Title:
	 	 Director of Investment
 Administration and External
 Relations



  

	 NASSAU CAPITAL PARTNERS III, L.P.

		
	 By:
	 	 /s/ Randall A. Hack


	 Name:
	 	 Randall A. Hack

	 Title:
	 	 Member



  

	 NAS PARTNERS, L.L.C.

		
	 By:
	 	 /s/ Randall A. Hack


	 Name:
	 	 Randall A. Hack

	 Title:
	 	 Member



  

	 NEW YORK LIFE CAPITAL PARTNERS
 LP

		
	 By:
	 	 NYLCAP Manager LLC, its
 Investment Manager

		
	 By:
	 	 /s/ Adam Clemens


	 Name:
	 	 Adam Clemens

	 Title:
	 	 EVP & COO



  

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	 SURFBOARD & CO., F/B/O
 CALIFORNIA PUBLIC EMPLOYEES’
 RETIREMENT SYSTEM

		
	 By:
	 	 /s/ Sarah Corr


	 Name:
	 	 Sarah Corr

	 Title:
	 	 Investment Officer II



  

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