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Exhibit 10.8
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT
This First Amendment to Stockholders Agreement is made as of July 14,
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 (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.
Section 23 of the Stockholders Agreement provides that an amendment to
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.
Section 6(d) of the Stockholders Agreement is hereby amended by
deleting the final sentence of Section 6(d) in its entirety and replacing it
with the following:
A number of shares (rounded to the nearest whole number) equal to
85.3547% of any shares of Common Stock purchased pursuant by Rash
pursuant to this Section 6 shall constitute "Vesting Shares" under
Rash's Senior Management Agreement, and a number of shares (rounded to
the nearest whole number) equal to 60.7261% of any shares of Common
Stock purchased pursuant by ▇▇▇▇ pursuant to this Section 6 shall
constitute "Vesting Shares" under ▇▇▇▇'▇ Senior Management Agreement.
All other provisions of the Stockholders Agreement shall remain in full
force and effect. This First 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 First Amendment to
Stockholders Agreement on the date first written above.
PRINCIPAL HOSPITAL COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Its: President
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 OF VIRGINIA
By: ___________________________________
Its: __________________________________
AMSOUTH BANCORPORATION
By: ___________________________________
Its: __________________________________
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PHC OF DELAWARE, INC.
By: ___________________________________
Its: __________________________________
BRIM CAPITAL CORPORATION
By: ___________________________________
Its: __________________________________
SSS CAPITAL CORPORATION
By: ___________________________________
Its: __________________________________
CTK CAPITAL CORPORATION
By: ___________________________________
Its: __________________________________
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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