EXHIBIT 10.5
AMENDMENT NO. 3 TO STOCKHOLDERS AGREEMENT
This Amendment No. 3 (the "Amendment") to the Stockholders Agreement (as
defined herein) is made and entered into as of July 2, 1998 by and among
Physicians Quality Care, Inc., a Delaware corporation (the "Company'), the
Investors and Class A Common Stockholders listed on the signature page hereof
("Class A Holders"). Capitalized terms not defined herein shall have the
meanings set forth in the Stockholders Agreement.
WHEREAS, the Company, the Investors and certain holders of Class A Common
Stock are parties to a Stockholders Agreement (the "Stockholders Agreement"),
dated as of August 30, 1996, as amended on December 31, 1996 and June 23, 1997;
WHEREAS, the Investors are purchasing 2,461,538 shares of Class L Common
Stock of the Company pursuant to a Class L Common Stock Purchase Agreement dated
the date hereof and as a condition thereto have required certain amendments to
the Stockholders Agreement;
NOW THEREFORE, the parties agree as follows:
1. Section 1 of the Stockholders Agreement is hereby amended to add the
following:
1.1.42. "Class L Common" shall mean the Class L Common Stock, $.01
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par value per share of the Company.
2. Section 1.1.9 of the Stockholders Agreement is hereby amended in its
entirety as follows:
1.1.9. "Common Stock" shall mean the Class A Common, the Class B
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Common, the Class C Common and the Class L Common of the Company.
3. Section 1.1.36 of the Stockholders Agreement is hereby amended in its
entirety as follows:
1.1.36. "Qualified Public Offering" shall mean the closing of a
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Public Offering with (i) the net proceeds of the sale of such Shares
by the Company and any stockholder of the Company to equal or exceed
$50,000,000 provided that the Investors shall have sold or shall be
permitted to sell fifty percent (50%) of the capital stock into which
the Class B Common Stock, Class C Common Stock and Class L Common
Stock is convertible and the net proceeds of the sale thereof which
would be permitted to be sold by the (A) Capital Investor shall equal
or exceed seventy-five percent of the total amount invested in capital
stock of the
Company by the Capital Investors up to $19,500,000, (B) the net
proceeds of the sale thereof to the Xxxx Investors shall equal or
exceed seventy-five percent of the total amount invested in capital
stock of the Company by the Xxxx Investors up to $17,000,000 and (C)
the net proceeds of the sale thereof to the Goldman Investors shall
equal or exceed seventy-five percent of the total amount invested in
capital stock of the Company by the Goldman Investors up to
$16,500,000 and (ii) subject to a firm commitment underwriting
conducted by a nationally recognized underwriter acceptable to a
majority of the Class B Directors and Class C Directors, voting
together as a single class.
4. Section 2.2 of the Stockholders Agreement is amended and restated in
its entirety as follows:
2.2 Future Stockholders. The Company agrees not to issue any shares
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of capital stock (or any securities convertible, exchangeable or
exercisable into shares of capital stock) to any person that is not
party to this Agreement, unless such Person agrees to be subject to
the provisions of this Agreement and shall be bound by and subject to
the terms hereof, unless the Board, including a majority of the Class
B and Class C Directors, voting together as a single class, approves
the exclusions of such Person from being a party hereto.
5. Section 3.1 is amended to replace the last two sentences of the first
paragraph with the following: Each holder of Class C Common hereby agrees to
cast all votes to which such holder is entitled in respect of a meeting of Class
C stockholders, by written consent or otherwise to elect as the Class C
Directors of the Company any two individuals who are designated to serve on the
Board by the Capital Investors.
IN WITNESS WHEREOF, each of the undersigned has duly executed this
Amendment No. 3 (or caused this Amendment to be executed on its behalf by its
officer or representative thereunto duly authorized) under seal as of the date
first above written.
PHYSICIANS QUALITY CARE, INC.
By:_____________________________________
CLASS B AND C STOCKHOLDERS:
ABS CAPITAL PARTNERS II, L.P.
_____________________________________________
By:
ABS Partners II, L.L.C.,
its general partner
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______________________________________________
By:
Xxxxxxx X. Xxxxxxxx, Managing Member
_________________________________________________
Xxxxxxx Xxx
000 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
_________________________________________________
Xxxxx Xxxxx
000 Xxxxxxx Xxxx Xxxx
Xxxx Xxxxxx, XX 00000
_________________________________________________
Xxxx Xxxxxx
000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
_________________________________________________
Xxxxxxxxxxx Xxxxx
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
_________________________________________________
Xxxxxx Xxxxx IV
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
_________________________________________________
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Xxxxx Xxxxxx
0000 Xx. Xxxxx'x Xxx
Xxxxxxxxx, XX 00000
_________________________________________________
Xxxxx Xxxxxx
0000 Xxxxxxxx, #000
Xxx Xxxxxxxxx, XX 00000
_________________________________________________
Xxxx Xxxxxxxx
0000 Xxxxxxx Xxxxxx Xxx
Xxxxxx, XX 00000
_________________________________________________
Xxxxxxx Xxxxxx
0000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
_________________________________________________
Xxxxxx Xxxxx
0000 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
_________________________________________________
Xxxx Xxxxxxx
00 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxx X00 0XX
GS CAPITAL PARTNERS II, L.P.
By: GS Advisors, L.P.
Its General Partner
By: GS Advisors, Inc.
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Its General Partner
________________________________________
By:
Title:
XXXXXXX, SACHS & CO., VERWALTUNGS
GMBH
___________________________________
By:
Managing Director
___________________________________
By:
Managing Director or
Registered Agent
GS CAPITAL PARTNERS II OFFSHORE, L.P.
By: GS Advisors, II (Cayman), L.P.
Its General Partner
By: GS Advisors II, Inc.
Its General Partner
By:______________________________________
Managing Director
THE XXXXXXX XXXXX GROUP, L.P.
By: The Xxxxxxx Sachs Corporation
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Its General Partner
____________________________________
By:
Title: Executive Vice President
XXXXXX XXXXXX XXXX 0000, X.X.
By: Stone Street Asset Corp.,
its Managing General Partner
By:___________________________________
Title:
XXXXX XXXXXX XXXX 0000, X.X.
By: Stone Street Asset Corp.
its General Partner
By:___________________________________
Title:
XXXX CAPITAL FUND V, L.P.
By: Xxxx Capital Partners V, L.P., a
Delaware limited partnership,
its general partner
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By: Xxxx Capital Investors V, Inc.,
its general partner
___________________________________
By:
Title: Managing Director
XXXX CAPITAL FUND V-B, L.P.
By: Xxxx Capital Partners V, L.P., a
Delaware limited partnership,
its general partner
By: Xxxx Capital Investors V, Inc.,
its general partner
___________________________________
By:
Title: Managing Director
BCIP Associates
___________________________________
By:
Title: a general partner
BCIP Trust Associates, L.P.
___________________________________
By:
Title: a general partner
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AMENDMENT NO. 3 TO STOCKHOLDERS AGREEMENT - SIGNATURE PAGES
PLEASE SIGN AND RETURN
CLASS A STOCKHOLDERS:
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
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