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EXHIBIT 10.3
AMENDMENT TO STOCKHOLDERS AGREEMENT
This AMENDMENT, dated February 6, 2001 (the "Amendment") to
the STOCKHOLDERS AGREEMENT, dated as of October 8, 1999, as amended (the
"Stockholders Agreement"), is among IASIS Healthcare Corporation, a Delaware
corporation (the "Company"), and JLL Healthcare, LLC, a Delaware limited
liability company ("JLL Healthcare").
WHEREAS, the Company, JLL Healthcare and certain other Persons
are parties to the Stockholders Agreement;
WHEREAS, capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the Stockholders
Agreement;
WHEREAS, pursuant to Section 3.01(a) of the Stockholders
Agreement, the Stockholders memorialized certain agreements with respect to the
composition of the Board, including the composition and size of the Board;
WHEREAS, the Company and the Stockholders and have determined
that it is in the best interests of the Company and the Stockholders that the
Stockholders Agreement no longer address matters relating to the composition of
the Board;
WHEREAS, Section 7.09 of the Stockholders Agreement provides
that the Stockholders Agreement may be amended by a written instrument executed
by Stockholders owning at least a majority (50.1%) of the outstanding shares of
Common Stock as of the date of such amendment, provided that the amendment does
not materially and adversely affect any Stockholder without such Stockholder's
express written consent; and
WHEREAS, JLL Healthcare owns more than a majority of the
outstanding Common Stock as of the date hereof and desires to amend the
Stockholders Agreement as provided herein in a manner that does not materially
and adversely affect any Stockholder.
NOW, THEREFORE, in consideration of the foregoing and the
covenants and agreements set forth herein and in the Stockholders Agreement, the
parties hereto agree as follows:
1. Deletion of Section 3.01(a) of the Stockholders Agreement.
The Stockholders agree that Section 3.01(a) of the Stockholders Agreement shall
be
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deleted in its entirety from the Stockholders Agreement and, as a result,
Section 3.01(b) shall be renumbered as Section 3.01(a) and Section 3.01(c) shall
be renumbered as 3.01(b).
2. Limited Effect. Except as specifically amended hereby, the
terms and provisions of the Stockholders Agreement shall continue and remain in
full force and effect and the valid and binding obligation of the parties
thereto in accordance with its terms. All references in the Stockholders
Agreement (and in any other agreements, documents and instruments entered into
in connection therewith) to the "Stockholders Agreement" shall be deemed for all
purposes to refer to the Stockholders Agreement, as amended by this Amendment.
3. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be an original, with the same effect as of the
signatures hereto and thereto were upon the same instrument.
4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
the conflicts of law rules of such state.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed or caused this
Amendment to be executed as of the date first written above.
IASIS HEALTHCARE CORPORATION
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary and General Counsel
JLL HEALTHCARE, LLC
By:/s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Managing Director
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