Fourth Amendment to the Credit Agreement



 EXHIBIT 10.21 
  
 FOURTH AMENDMENT TO THE CREDIT AGREEMENT 
  
 THIS FOURTH AMENDMENT, dated as of July 29, 05 (the “Amendment”), to the Credit Agreement, dated as of
August 13, 2003, as amended by the First Amendment thereto, dated as of November 17, 2003, as further amended by the Second Amendment thereto, dated as of June 8, 2004 and as further amended by the Third Amendment thereto, dated as of August 23,
2004 (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, N.A., a national banking association, 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. 
  
 WITNESSETH: 
  
 WHEREAS, Holdings, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement; 
  
 WHEREAS, the Borrower has requested that the Lenders amend the Credit
Agreement, as more fully described herein; and 
  
 WHEREAS, 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: 
  
 Defined Terms. Unless otherwise defined herein, capitalized terms which are
defined in the Credit Agreement are used herein as therein defined. 
  
 Amendment to Section 7.8A (Acquisitions). Section 7.8A of the Credit Agreement is hereby amended by deleting the clause “in an aggregate amount not to exceed $12,000,000 for the period from the Closing Date to December 31, 2003,
$32,500,000 in the fiscal year ended 2004, $35,000,000 in the fiscal year ended 2005, $37,500,000 in the fiscal year ended 2006, $40,000,000 in the fiscal year ended 2007, $42,500,000 in the fiscal year ended 2008 and $22,500,000 for the period from
January 1, 2009 through June 30, 2009” and inserting in lieu thereof the following: 
  
 in an aggregate amount not to exceed $12,000,000 for the period from the Closing Date to December 31, 2003, $32,500,000 in the fiscal year ended 2004, $55,000,000 in the fiscal year ended 2005, $57,500,000 in the
fiscal year ended 2006, $60,000,000 in the fiscal year ended 2007, $62,500,000 in the fiscal year ended 2008 and $42,500,000 for the period from January 1, 2009 through June 30, 2009 









 Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon the date (the
“Effective Date”) when the following conditions are satisfied: 
  
 Amendment to Credit Agreement. The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered by Holdings and the Borrower, and executed and delivered or consented to
by the Required Lenders; 
  
 No Default.
No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the transactions contemplated herein; and 
  
 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 in all material respects on and as of the date hereof, before and after giving effect to the effectiveness of this 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. 
  
 Continuing Effect of the Credit Agreement. This 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. 
  
 Counterparts. This 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. 
  
 Severability. Any provision of this 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. 
  
 Integration. This 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. 
  
 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. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this 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/ Thomas E. Kiraly

	 	 	 Name:
	 	 Thomas E. Kiraly

	 	 	 Title:
	 	 Executive Vice President and CFO

	
	 CONCENTRA OPERATING CORPORATION

		
	 BY:
	 	 /s/ Thomas E. Kiraly

	 	 	 Name:
	 	 Thomas E. Kiraly

	 	 	 Title:
	 	 Executive Vice President and CFO

	
	JPMORGAN CHASE BANK, N.A., as
Administrative Agent and a Lender
		
	 By:
	 	 /s/ Stephanie Parker

	 	 	 Name:
	 	 Stephanie Parker

	 	 	 Title:
	 	 Vice President



  

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	 Atrium CDO, as a Lender

		
	 By: 
	 	 /s/ David H. Lerner

	 	 	 Name:
	 	 David H. Lerner

	 	 	 Title:
	 	 Authorized Signatory



  

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	 CSAM Funding II, as a Lender

		
	 By: 
	 	 /s/ David H. Lerner

	 	 	 Name: David H. Lerner

	 	 	 Title:   Authorized Signatory



  

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	 CSAM Funding III, as a Lender

		
	 By: 
	 	 /s/ David H. Lerner

	 	 	 Name: David H. Lerner

	 	 	 Title:   Authorized Signatory



  

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	 CSAM Funding IV, as a Lender

		
	 By: 
	 	 /s/ David H. Lerner

	 	 	 Name: David H. Lerner

	 	 	 Title:   Authorized Signatory



  

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	 First Dominion Fund III, as a Lender

		
	 By: 
	 	 /s/ David H. Lerner

	 	 	 Name:
	 	 David H. Lerner

	 	 	 Title:
	 	 Authorized Signatory



  

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	 CSAM SLF, as a Lender

		
	 By: 
	 	 /s/ David H. Lerner

	 	 	 Name:
	 	 David H. Lerner

	 	 	 Title:
	 	 Authorized Signatory



  

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	 Citicorp North America, Inc., as a Lender

		
	 By: 
	 	 /s/ Hector Guenther

	 	 	 Name:
	 	 Hector Guenther

	 	 	 Title:
	 	 Vice President



  

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	 Credit Suisse, Cayman Island Branch, as a Lender

		
	 By: 
	 	 /s/ David Dodd

	 	 	 Name:
	 	 David Dodd

	 	 	 Title:
	 	 Vice President

		
	 By:
	 	 /s/ Rianka Mohan

	 	 	 Name:
	 	 Rianka Mohan

	 	 	 Title:
	 	 Associate



  

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	 Carlyle High Yield Partners II, Ltd., as a Lender

		
	 By: 
	 	 /s/ Linda Pace

	 	 	 Name:
	 	 Linda Pace

	 	 	 Title:
	 	 Managing Director



  

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	 Carlyle High Yield Partners III, Ltd., as a Lender

		
	 By: 
	 	 /s/ Linda Pace

	 	 	 Name:
	 	 Linda Pace

	 	 	 Title:
	 	 Managing Director



  

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	 Carlyle High Yield Partners IV, Ltd., as a Lender

		
	 By: 
	 	 /s/ Linda Pace

	 	 	 Name:
	 	 Linda Pace

	 	 	 Title:
	 	 Managing Director



  

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	 Carlyle High Yield Partners VI, Ltd., as a Lender

		
	 By: 
	 	 /s/ Linda Pace

	 	 	 Name:
	 	 Linda Pace

	 	 	 Title:
	 	 Managing Director



  

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	 Carlyle Loan Investment, Ltd., as a Lender

		
	 By: 
	 	 /s/ Linda Pace

	 	 	 Name:
	 	 Linda Pace

	 	 	 Title:
	 	 Managing Director



  

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	 Carlyle Loan Opportunity Fund, as a Lender

		
	 By: 
	 	 /s/ Linda Pace

	 	 	 Name:
	 	 Linda Pace

	 	 	 Title:
	 	 Managing Director



  

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	 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:
	 	 Managing Director



  

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	 PPM SHADOW CREEK FUNDING LLC, as a
 Lender

		
	By: 	 	/s/ M. Cristina Higgins
	 	 	 Name:
	 	 M. Cristina Higgins

	 	 	 Title:
	 	 Assistant Vice President



  

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	 PPM SPYGLASS FUNDING TRUST, as a Lender

		
	By: 	 	/s/ Ann E. Morris
	 	 	 Name:
	 	 Ann E. Morris

	 	 	 Title:
	 	 Authorized Agent



  

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	 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



  

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	 Fidelity Advisor Series II: Fidelity Advisor Floating
 Rate High Income Fund, as a Lender

		
	By: 	 	/s/ John Costello
	 	 	 Name:
	 	 John Costello

	 	 	 Title:
	 	 Assistant Treasurer



  

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	 Ballyrock CLO II Limited, By: Ballyrock
 Investment Advisors LLC, as Collateral Manager,
 as a Lender

		
	By: 	 	/s/ Lisa Rymut
	 	 	 Name:
	 	 Lisa Rymut

	 	 	 Title:
	 	 Assistant Treasurer



  

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	 Ballyrock CDO I Limited, By: Ballyrock
 Investment Advisors LLC, as Collateral Manager,
 as a Lender

		
	By: 	 	/s/ Lisa Rymut
	 	 	 Name:
	 	 Lisa Rymut

	 	 	 Title:
	 	 Assistant Treasurer



  

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	 LCM I LIMITED PARTNERSHIP, by Lyon
 Capital Management LLC, as Collateral Manager,
 as a Lender

		
	By: 	 	/s/ Alexander B. Kenna
	 	 	 Name:
	 	 Alexander B. Kenna

	 	 	 Title:
	 	 Portfolio Manager



  

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	 LCM II LIMITED PARTNERSHIP, by: Lyon
 Capital Management LLC, as Collateral Manager,
 as a Lender

		
	 By:
	 	 /s/ Alexander B. Kenna

	 	 	 Name: Alexander B. Kenna

	 	 	 Title:   Portfolio Manager



  

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	 LCM III, Ltd., by Lyon Capital Management LLC,
 as Collateral Manager, as a Lender

		
	 By:
	 	 /s/ Alexander B. Kenna

	 	 	 Name: Alexander B. Kenna

	 	 	 Title:   Portfolio Manager



  

 27 









			
	 PPM MONARCH BAY FUNDING LLC, as a
 Lender

		
	 By:
	 	 /s/ M. Cristina Higgins

	 	 	 Name: M. Cristina Higgins

	 	 	 Title:   Assistant Vice President



  

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	 STANWICH LOAN FUNDING LLC, as a Lender

		
	 By:
	 	 /s/ M. Cristina Higgins

	 	 	 Name: M. Cristina Higgins

	 	 	 Title:   Assistant Vice President



  

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	 HARBOUR TOWN FUNDING LLC, as a Lender

		
	 By:
	 	 /s/ M. Cristina Higgins

	 	 	 Name: M. Cristina Higgins

	 	 	 Title:   Assistant Vice President



  

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	 LONG LANE MASTER TRUST IV, as a Lender

		
	 By:
	 	 /s/ Ann E. Morris

	 	 	 Name: Ann E. Morris

	 	 	 Title:   Authorized Agent



  

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	 ING Investment Management, Inc.
 7337 E. Doubletree Ranch Road
 Scottsdale, AZ 85258, as a Lender

		
	 By:
	 	 /s/ Michael Prince

	 	 	 Name: Michael Prince, CFA

	 	 	 Title:   Senior Vice President



  

			
	 ING SENIOR INCOME FUND,
 By: ING Investment Management Co., as its
 investment manager, as a Lender

		
	 By:
	 	 /s/ Michael Prince

	 	 	 Name: Michael Prince, CFA

	 	 	 Title:   Senior Vice President



  

			
	 ING PRIME ESTATE TRUST,
 By: ING Investment Management Co. as its
 Investment manager, as a Lender

		
	 By:
	 	 /s/ Michael Prince

	 	 	 Name: Michael Prince, CFA

	 	 	 Title:   Senior Vice President



  

			
	 ML CLO XV PILGRIM AMERICA
 (CAYMAN) LTD,
 By: ING Investments, LLC, as its Investment
 manager, as a
Lender

		
	 By:
	 	 /s/ Michael Prince

	 	 	 Name: Michael Prince, CFA

	 	 	 Title:   Senior Vice President



  

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	 GENERAL ELECTRIC CAPITAL
 CORPORATION, as a Lender

		
	 By:
	 	 /s/ Steven Wagables

	 	 	 Name: Steven Wagables

	 	 	 Title:   Duly Authorized Signatory



  

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	 Oppenheimer Senior Floating Rate Fund, as a
 Lender

		
	 By:
	 	 /s/ Susanna Evans

	 	 	 Name: Susanna Evans

	 	 	 Title:   Manager



  

 34 









			
	 HarbourView CLO IV Ltd., as a Lender

		
	 By:
	 	 /s/ Susanna Evans

	 	 	 Name: Susanna Evans

	 	 	 Title:   Manager



  

 35 









			
	 HarbourView CLO V Ltd., as a Lender

		
	By: 	 	 /s/ Susanna Evans

	 	 	 Name: Susanna Evans

	 	 	 Title:   Manager



  

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	 BlackRock Global Floating Rate Income Trust
 BlackRock Limited Duration Income Trust
 BlackRock Senior Income Series
 Magnetite Asset Investors LLC
 Magnetite Asset Investors III LLC
 Magnetite IV CLO, Limited
 Magnetite V CLO, Limited
 Senior Loan Portfolio,
 as Lenders

		
	By: 	 	 /s/ Tom Colwell

	 	 	 Name: Tom Colwell

	 	 	 Title:   Authorized Signatory



  

 37 









			
	 GRAYSON & CO., as a Lender

		
	By: 	 	 /s/ John Redding

	 	 	 Name: John Redding

	 	 	 Title:   VP/Portfolio Manager



  

 38 









			
	 SENIOR DEBT PORTFOLIO, as a Lender

		
	By: 	 	 /s/ John Redding

	 	 	 Name: John Redding

	 	 	 Title:   VP/Portfolio Manager



  

 39 









			
	 TOLLI & CO., as a Lender

		
	By: 	 	 /s/ John Redding

	 	 	 Name: John Redding

	 	 	 Title:   VP/Portfolio Manager



  

 40 









			
	EATON VANCE VT FLOATING-RATE
INCOME FUND, as a Lender
		
	By: 	 	 /s/ John Redding

	 	 	 Name: John Redding

	 	 	 Title:   VP/Portfolio Manager



  

 41 









			
	EATON VANCE SENIOR INCOME TRUST, as a Lender
		
	By: 	 	 /s/ John Redding

	 	 	 Name: John Redding

	 	 	 Title:   VP/Portfolio Manager

	
	EATON VANCE SENIOR FLOATING-RATE TRUST, as a Lender
		
	By:	 	 /s/ John Redding

	 	 	 Name: John Redding

	 	 	 Title:   VP/Portfolio Manager



  

 42 









			
	EATON VANCE FLOATING-RATE INCOME TRUST, as a Lender
		
	By: 	 	 /s/ John Redding

	 	 	 Name: John Redding

	 	 	 Title:   VP/Portfolio Manager



  

 43 









			
	EATON VANCE LIMITED DURATION
INCOME FUND, as a Lender
		
	By: 	 	 /s/ John Redding

	 	 	 Name: John Redding

	 	 	 Title:   VP/Portfolio Manager



  

 44 









			
	EATON VANCE INSTITUTIONAL SENIOR LOAN FUND, as a Lender
		
	By: 	 	 /s/ John Redding

	 	 	 Name: John Redding

	 	 	 Title:   VP/Portfolio Manager



  

 45 









			
	BIG SKY SENIOR LOAN FUND, LTD., as a Lender
		
	By: 	 	 /s/ John Redding

	 	 	 Name: John Redding

	 	 	 Title:   VP/Portfolio Manager



  

 46 









			
	 EATON VANCE CO. III, LTD, as a Lender

		
	By: 	 	 /s/ John Redding

	 	 	 Name: John Redding

	 	 	 Title:   VP/Portfolio Manager



  

 47 









			
	 EATON VANCE CO. VI., LTD, as a Lender

		
	 By:
	 	 /s/ John Redding

	 	 	 Name:   John Redding

	 	 	 Title:     VP/Portfolio Manager



  

 48 









			
	 BIG SKY III SENIOR LOAN TRUST, as Lender

		
	 By:
	 	 /s/ John Redding

	 	 	 Name:   John Redding

	 	 	 Title:     VP/Portfolio Manager



  

 49 









			
	CONSTANTINUS EATON VANCE CO. V, LTD., as Lender
		
	 By:
	 	 /s/ John Redding

	 	 	 Name:   John Redding

	 	 	 Title:     VP/Portfolio Manager



  

 50 









			
	Deutsche Bank Trust Company Americas, as a Lender
		
	 By:
	 	 /s/ Carin M. Keegan

	 	 	 Name:   Carin M. Keegan
 Title:     Vice President

		
	 By:
	 	 /s/ Omayra Laucella

	 	 	 Name:   Omayra Laucella
 Title:     Vice President



  

 51 









			
	Sankaty High Yield Asset Partners, L.P., as a
Lender
		
	 By:
	 	 /s/ Timothy M. Barns

	 	 	 Name:   Timothy M. Barns
 Title:     Senior Vice President



  

 52 









			
	Sankaty Advisors, LLC as Collateral Manager for Race Point II CLO, Limited, as Term Lender, as a Lender
		
	 By:
	 	 /s/ Timothy M. Barns

	 	 	 Name:   Timothy M. Barns
 Title:     Senior Vice President



  

 53 









			
	Sankaty Advisors, LLC as Collateral Manager for Race Point CLO, Limited, as Term Lender, as a Lender
		
	 By:
	 	 /s/ Timothy M. Barns

	 	 	 Name:   Timothy M. Barns
 Title:     Senior Vice President



  

 54 









			
	Sankaty Advisors, LLC as Collateral Manager for Castle Hill II INGOTS, Ltd., as Term Lender, as a Lender
		
	 By:
	 	 /s/ Timothy M. Barns

	 	 	 Name:   Timothy M. Barns
 Title:     Senior Vice President



  

 55 









			
	Sankaty Advisors, LLC as Collateral Manager for Castle Hill I INGOTS, Ltd., as Term Lender, as a Lender
		
	 By:
	 	 /s/ Timothy M. Barns

	 	 	 Name:   Timothy M. Barns
 Title:     Senior Vice President



  

 56 









			
	Sankaty Advisors, LLC as Collateral Manager for Brant Point II CBO 2000-1 LTD., as Term Lender, as a Lender
		
	 By:
	 	 /s/ Timothy M. Barns

	 	 	 Name:   Timothy M. Barns
 Title:     Senior Vice President



  

 57 









			
	Sankaty Advisors, LLC as Collateral Manager for Brant Point II CBO 1999-1 LTD., as Term Lender, as a Lender
		
	 By:
	 	 /s/ Timothy M. Barns

	 	 	 Name:   Timothy M. Barns
 Title:     Senior Vice President



  

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