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Exhibit 10.31
SECOND AMENDMENT TO STOCKHOLDERS AGREEMENT
This Second Amendment to Stockholders Agreement is made as of September
30, 1997, between Principal Hospital Company, an Oregon corporation (the
"Company") (formerly known as Brim, Inc.), Golder, Thoma, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Fund
IV, L.P., a Delaware limited partnership, ("GTCR") Leeway & Co., a Massachusetts
general partnership, ▇▇▇▇▇▇ ▇. ▇▇▇▇ ("Rash"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ("▇▇▇▇"), and the
other undersigned stockholders of the Company.
Each of the undersigned is a party to a Stockholders Agreement, dated
as of December 17, 1996, as amended by the First Amendment to Stockholders
Agreement, dated as of July 14, 1997 (as so amended, the "Stockholders
Agreement") among the Company, GTCR, Leeway & Co., Rash, Gore, First Union
Corporation of Virginia, AmSouth Bancorporation, PHC of Delaware, Inc., a
Delaware corporation (formerly known as Principal Hospital Company) and certain
other individuals listed on a Schedule I to the Stockholders Agreement.
The Company is proposing to merge with and into its wholly owned
subsidiary, Province Healthcare Company, a Delaware corporation ("Province"), in
order to change its name and jurisdiction of incorporation and to make certain
other changes in its capitalization. Upon consummation of such merger, Province
will be the successor to the Company. Province has filed a Registration
Statement on Form S-1 under the Securities Exchange Act of 1933, as amended, in
connection with a proposed initial public offering of its Common Stock, par
value $0.01 per share (the "IPO").
Section 23 of the Stockholders Agreement provides that any
modification, amendment or waiver of any provision of the Stockholders Agreement
must be approved in writing by the Company and the holders of at least 90% of
the Stockholder Shares (as such term is defined in the Stockholders Agreement).
The undersigned stockholders hold an aggregate of over 90% of the Stockholder
Shares.
The Company and the undersigned stockholders hereby amend the
Stockholders Agreement by adding the following as Section 35:
35. Termination. This Stockholders Agreement shall terminate
in its entirety upon the consummation of the sale in an
underwritten public offering registered under the Securities
Act of 1933, as amended, of shares of the Company's Common
Stock which is approved by the Company's board of directors.
All other provisions of the Stockholders Agreement shall remain in full
force and effect.
This Second Amendment to Stockholders Agreement may be executed
simultaneously in two or more counterparts, any of which need not contain the
signatures of more than one party, but all such counterparts taken together
shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to
Stockholders Agreement on the date first written above.
PRINCIPAL HOSPITAL COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Its: Chief Executive Officer
GOLDER, THOMA, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
FUND IV, L.P.
By: GTCR IV, L.P., its General Partner
By: Golder, Thoma, Cressey, Rauner, Inc.,
Its: General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Its: Principal
LEEWAY & CO.
By State Street Bank & Trust Company
Its Partner
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its Assistant Secretary
FIRST UNION CORPORATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its Senior Vice President
AMSOUTH BANCORPORATION
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its Senior Vice President
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PRINCIPAL HOSPITAL COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Its: President
BRIM CAPITAL CORPORATION
By /s/ ▇. ▇. ▇▇▇▇
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Its President
SSS CAPITAL CORPORATION
By /s/ K. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Its President
CTK CAPITAL CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Its President
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