EXHIBIT 4.5
Execution Copy
AMENDMENT NO. 2 TO
STOCKHOLDERS AGREEMENT
This Amendment No. 2 to the Stockholders Agreement (the "Amendment")
is made and entered into as of June 23, 1997 by and among Physicians Quality
Care, Inc., a Delaware corporation (the "Company"), the Bain Initial Investors,
ABS Capital Partners II, L.P., a Delaware limited partnership, Xxxxxxx Xxx,
Xxxxx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxx Xxxxxx, Xxxxxxxxxxx Xxxxx, Xxxxx Xxxxx,
Xxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxx and Xxxx
Xxxxxxx (collectively, the "Capital Investors"), GS Capital Partners II, L.P.,
Xxxxxxx, Sachs & Co. Verwaltungs GmbH, GS Capital Partners II Offshore, L.P. and
The Xxxxxxx Xxxxx Group, L.P. (collectively, the "Goldman Initial Investors")
and the Class A Common Stockholders listed on the signature page hereof ( the
"Class A Holders"). Capitalized terms not defined herein shall have the meanings
set forth in the Stockholders Agreement (as hereinafter defined).
WHEREAS, the Company, the Bain Initial Investors and the Non-Bain Majority
Stockholders along with certain other holders of the Company's Securities, are
parties to a Stockholders Agreement dated as of August 30, 1996, as amended on
December 31, 1996 and as amended and in effect from time to time (the
"Stockholders Agreement");
WHEREAS, the undersigned Stockholders of the Company collectively hold a
majority of all Shares currently outstanding;
WHEREAS, the Class A Holders collectively hold a majority of Non-Bain
Investor Shares currently outstanding and subject to the Stockholders Agreement;
WHEREAS, the Capital Investors, the Goldman Initial Investors and the
Bain Investors are purchasing shares of Class C Common Stock of the Company
pursuant to an Amended and Restated Class B and Class C Common Stock and Warrant
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 and restated
in its entirety as follows:
"1. DEFINITIONS. For purposes of this Agreement:
1. Certain Definitions. The following terms shall have the following
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meanings:
1. "Affiliate" shall mean, with respect to any specified Person, any
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Person that, directly or indirectly, through one or more intermediaries,
controls, is controlled by or is under common control with, the Person
specified including effective control by virtue of a contractual
relationship such as a management agreement or a stockholder transfer or
designation or similar agreement other than a management or similar
agreement which does not, alone or together with related agreements, result
in control of such Person.
2. "Affiliated Fund" shall mean any limited partnership or other
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Person formed for the purpose of investing in other companies or businesses
and for which (a) any general partner of any Investor or any of its
Affiliates has the right to direct the voting of shares of corporations in
which such limited partnership or other Person invests or (b) any general
partner of an Investor or an Investor or any of their respective Affiliates
provides management services.
3. "Bain Investor" shall mean (i) any Bain Initial Investor and (ii)
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any Affiliated Fund of a Bain Investor which, from time to time, acquires
Shares or Warrants and becomes party to this Agreement by executing and
delivering to the Company an instrument in form satisfactory to the Company
pursuant to which such stockholder agrees to be bound by the terms of this
Agreement to the same extent as a Bain Initial Investor.
4. "Board" shall mean the Board of Directors of the Company.
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5. "Capital Investor" shall mean (i) ABS Capital Partners II, L.P.,
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a Delaware limited partnership, Xxxxxxx Xxx, Xxxxx Xxxxx, Xxxxxxx Xxxxxxxx,
Xxxx Xxxxxx, Xxxxxxxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxx,
Xxxx Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxx and Xxxx Xxxxxxx and (ii) any
Affiliated Fund of a Capital Investor which, from time to time, acquires
Shares or Warrants and becomes party to this Agreement by executing and
delivering to the Company an instrument in form satisfactory to the Company
pursuant to which such stockholder agrees to be bound by the terms of this
Agreement to the same extent as the Capital Investor.
6. "Cause" shall mean, (a) in the context of termination of the
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employment of any Management Stockholders, any of the following events or
conditions: (i) such person's significant failure to perform (other than
by reason of disability) his or her duties and responsibilities to the
Company and
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its Affiliates which failure causes material injury to the
Company and is not cured within fourteen (14) days after written notice by
the Company to such person, (ii) any act of fraud, embezzlement or other
material dishonesty, (iii) conviction of, or plea of nolo contendere to,
any felony or any other crime involving fraud, dishonesty or moral
turpitude, or (iv) conduct which causes criminal or material civil
liabilities to the Company, its Subsidiaries or Affiliates thereof; and (b)
shall mean, in the context of a Physician, any of the following events or
conditions: (i) fraud or dishonesty with respect to the Company, its
Affiliates or their employees, patients or visitors; (ii) suspension or
termination from Medicare, Medicaid or any third-party reimbursement
program, for cause other than by reason of the fact of employment by the
Company or its Affiliates; (iii) ceases to be licensed to practice medicine
without restriction under the laws of any state in which the Physician is
licensed; (iv) ceases to maintain a current and valid Federal Drug
Enforcement Agency license; or (v) conviction of, or plea of nolo
contendere to, any felony or any other crime involving fraud, dishonesty or
moral turpitude, (vi) conduct causes criminal or material civil liabilities
to the Company, its Subsidiaries or Affiliates thereof or (vii) breach of
noncompetition agreement with the Company or any of its Subsidiaries or
Affiliates thereof.
7. "Class A Director" shall have the meaning set forth in the
----------------
Company's Restated Certificate of Incorporation.
8. "Class C Common" shall mean the Class C Common Stock, $.01 par
--------------
value per share of the Company.
9. "Common Stock" shall mean the Class A Common, the Class B Common
------------
and the Class C Common of the Company.
10. "Common Stock Director" shall have the meaning set forth in the
---------------------
Company's Restated Certificate of Incorporation.
11. "Cost" shall mean, in the context of the Cost of securities
----
subject to the provisions of Section 5, (i) in the case of Shares, the
amount (in the form of subscription price or exercise price or otherwise)
paid to the Company upon issuance of such Shares and (ii) in the case of
Warrants or Options, an amount equal to the value of the consideration paid
therefor as determined by the Board; in each case adjusted appropriately to
take account of any stock splits, stock dividends, conversions or
consolidations of stock or substantially similar reorganizations of the
Company's capital stock.
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12. "Effective Time" shall mean August 30, 1996.
--------------
13. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
------------
amended.
14. "Executive" shall mean Xxxxxxx Xxxxx or Xxx Xxxxxxxxx.
---------
15. "Fair Market Value" shall mean, as of any date, the fair value of
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any Share as of the applicable date, as determined pursuant to Section 5.5.
16. "Goldman Investors" shall mean (i) the Goldman Initial Investors
-----------------
and (ii) any Affiliated Fund of a Goldman Investor which, from time to
time, acquires Shares or Warrants and becomes party to this Agreement by
executing and delivering to the Company an instrument in form satisfactory
to the Company pursuant to which such stockholder agrees to be bound by the
terms of this Agreement to the same extent as the Goldman Investors.
17. "Investors" shall mean the Bain Investors, the Capital Investors
---------
and the Goldman Investors.
18. "Investor Initial Shares" shall mean with respect to each
-----------------------
Investor all Shares originally issued to such Investor.
19. "Investor Majority Holders" shall mean, as of any date, the
-------------------------
holders of a majority of the Investor Shares outstanding on such date.
20. "Investor Shares" shall mean all Shares issued to (or issued upon
---------------
conversion of or otherwise with respect to Shares, Warrants or Options
issued to) or held by the Investors whenever issued.
21. "Majority Stockholders" shall mean, as of any date, the holders
---------------------
of a majority of the Shares outstanding on such date.
22. "Management Majority Holders" shall mean, as of any date, the
---------------------------
holders of a majority of the Management Shares outstanding on such date.
23. "Management Shares" shall mean all Shares issued to (or issued
-----------------
upon conversion of or otherwise with respect to Shares issued to) or held
by the Management Stockholders, whenever issued, including without
limitation all Shares issued pursuant to the exercise of any Warrants or
Options, whenever issued; provided, however, that for purposes of this
Agreement Management Shares shall not include Shares issued upon exercise
of Options
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(i) outstanding on the Effective Time (ii) which are exercisable
as of the Effective Time or on or prior to December 31, 1997, (iii) which
Shares shall not exceed 303,057 in the aggregate and (iv) are held by such
Management Stockholders listed on Schedule A hereto in the amounts
specified therein.
24. "Management Stockholder" shall mean any officer or employee of
----------------------
the Company or any of its subsidiaries who, from time to time, acquires
Shares or Options and becomes party to this Agreement by executing and
delivering to the Company an instrument in form satisfactory to the Company
and the Investors pursuant to which such stockholder agrees to be bound by
the terms of this Agreement applicable to Management Stockholders.
25. "Members of the Immediate Family" shall mean, with respect to any
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individual, each spouse, parent, brother, sister or child of such
individual, each spouse of any such Person, each child of any of the
aforementioned Persons, each trust created solely for the benefit of one or
more of the aforementioned Persons and each custodian or guardian of any
property of one or more of the aforementioned Persons in his capacity as
such custodian or guardian.
26. "Non-Investor Options" shall mean all Options held by any
--------------------
Stockholder other than Options held by Investors.
27. "Non-Investor Shares" shall mean all Shares other than Investor
-------------------
Shares, whenever issued.
28. "Non-Investor Warrants" shall mean all Warrants held by
---------------------
Stockholders other than Warrants held by Investors.
29. "Options" shall mean any options to subscribe for, purchase or
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otherwise acquire Shares, including, without limitation, any and all
options issued pursuant to the Company's Equity Incentive Plan or any
similar plan.
30. "Permitted Transferee" shall mean as to each Management Share and
--------------------
Physician Share, a transferee of such Management Share or Physician Share
in compliance with Section 4.1 or 4.2.
31. "Person" shall mean any individual, partnership, corporation,
------
company, association, trust, joint venture, unincorporated organization or
other entity, or any government, governmental department or agency or
political subdivision thereof.
32. "Physician Shares" shall mean Shares, Warrants or Options
----------------
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issued pursuant to the acquisition by an Affiliate of the Company of group
practices of certain physicians which are held by Persons who become
parties to this Agreement by executing and delivering to the Company an
instrument in form satisfactory to the Company and the Investors pursuant
to which such stockholder agrees to be bound by the terms of this Agreement
applicable to Physician Stockholders.
33. "Prime Rate" shall mean the rate of interest as announced from
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time to time by Fleet Bank, at its principal office in Boston,
Massachusetts as its prime lending rate, the Prime Rate to change when and
if such prime lending rate changes.
34. "Public Event" shall mean any transaction or other event
------------
(including, without limitation, a merger with a public company) after or in
connection with which shares of common stock of the Company or any
successor are registered under the Securities Act or listed on a "national
securities exchange" as defined in the Exchange Act or the subject of price
quotation through the National Association of Securities Dealers' Automated
Quotation System.
35. "Public Offering" shall mean the closing of an offering of Shares
---------------
registered under the Securities Act of Shares of the Company.
36. "Qualified Public Offering" shall mean the closing of a 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 Shares then held by the Investors and the net
proceeds of the sale thereof to or 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 $15,000,000, (B) the
net proceeds of the sale thereof to the Bain Investors shall equal or
exceed seventy-five percent of the total amount invested in capital stock
of the Company by the Bain Investors up to $15,000,000 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 $15,000,000 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.
37. "Securities Act" shall mean the Securities Act of 1933, as
---------------
amended, and the rules and regulations of the Securities and Exchange
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Commission promulgated thereunder, all as from time to time in effect.
38. "Shares" shall mean shares of Common Stock of the Company.
------
39. "Transfer" shall mean to sell, assign, pledge, grant a
--------
participation interest in, encumber, or otherwise dispose of any Shares to
any other Person whether directly, indirectly, voluntarily, involuntarily,
by operation of law, pursuant to judicial process (including, without
limitation, divorce decree) or otherwise.
40. "Underlying Shares" shall mean the (i) Shares issuable upon
-----------------
exercise of any Option or Warrant, (ii) without duplication, any Shares
issued upon the conversion of such Shares referred to in clause (i) above
and (iii) any Shares issued or issuable with respect to the securities
referred to in clauses (i) or (ii) above by way of stock dividend or stock
split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization. For purposes of this
Agreement, any Person who holds Options or Warrants shall be deemed to be
the holder of the Underlying Shares obtainable upon exercise of the Options
or Warrants in connection with the transfer thereof or otherwise regardless
of any restriction or limitation on the exercise of the Options or
Warrants; provided, however, that such Underlying Shares shall not be
deemed to be outstanding for purposes of this Agreement until they are
actually issued. As to any particular Underlying Shares, such shares shall
cease to be Underlying Shares when they have been (a) registered under the
Securities Act and disposed of in accordance with the registration
statement covering them or (b) distributed to the public through a broker,
dealer or market maker pursuant to Rule 144 under the Securities Act or any
similar provision then in force as the requirements of which may be
modified by Rule 701 ("Rule 144"), in each case in compliance with any
applicable provisions of this Agreement.
41. "Warrants" shall mean any warrants to subscribe for, purchase or
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otherwise acquire Shares, including, without limitation, any and all
warrants issued pursuant to the Purchase Agreement."
2. Section 1.3 is amended to replace the term " Registrable Bain Investor
Securities" with "Registrable Investor Securities" wherever it appears.
3. Section 2 is amended and restated in its entirety as follows:
"TERMINATION OF PRIOR STOCKHOLDERS AGREEMENT AND REGISTRATION RIGHTS
AGREEMENT AND AGREEMENT OF FUTURE STOCKHOLDERS.
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2.1. Termination of Prior Agreements. By the
-------------------------------
execution and delivery hereof by certain parties hereto, the
Stockholders Voting Agreement dated June 30, 1995 among the
Company, Xxxxxxx Xxxxx, Xxxxx Xxxxxx and The Investor (as
defined therein), the Registration Rights Agreement dated as of
June 30, 1995 among the Company and the Purchasers named therein
and any agreement pursuant to which any Stockholder hereto is a
party which provides for the right to register any securities of
the Company under the Securities Act and related rights are
terminated and superseded by this Agreement.
2.2. Future Stockholders. The Company agrees not to issue
-------------------
any shares of capital stock (or any securities convertible,
exchangeable or exercisable into shares of capital stock) to any
person that is not a 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, approves the exclusion of such Person from being a
party hereto."
4. Section 3.1 is amended to add the following at the end of the first
paragraph: "Each holder of Class C Common hereby agrees to cast all votes to
which such holder is entitled in respect of Class C Common now or hereinafter
owned by such holder, whether at any annual or special meeting of stockholders,
by written consent or otherwise to (i) elect as a Class C Director of the
Company any one individual who is designated to serve on the Board by the
Capital Investors and (ii) in the event that and from and after such time as the
Goldman Investors have purchased all of the Class C Common allocated to the
Goldman Investors as set forth in Exhibit A-2 to the Amended and Restated Class
B and Class C Common Stock and Warrant Purchase Agreement dated the date hereof,
elect as a Class C Director of the Company any one individual who is designated
to serve on the Board by the Goldman Investors. Unless and until the Goldman
Investors have purchased the shares contemplated in (ii) above, the additional
Class C Director shall remain unfilled and there shall be a vacancy in the
Board.
5. Sections 3.1, 3.5, 4, 5.4, 6, 7, (other than the last sentence under
Section 7.1.1(b)), and 9 are amended to replace the term "Bain Investors" with
"Investors" wherever it appears.
6. Sections 7, 8, 9 and 10 are amended to replace the term "Bain Investor
Shares" with "Investor Shares" wherever it appears.
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7. Section 3.4 is amended by deleting the first sentence thereof and
replacing it with the following: "The Company agrees to permit the Bain
Investors to have two representatives, the Capital Investor to have two
representatives and the Goldman Investor to have two representatives attend
meetings of the Board of Directors of the Company."
8. Section 3.5 is amended (i) to replace the term "Bain Investor Initial
Shares" with "Investor Initial Shares" and (ii) to replace "30%" with "15%
subject to adjustment for stock splits, reclassifications, and other similar
transactions."
9. Section 6 is amended (i) to replace the term "Proposed Bain Investor
Seller" with "Proposed Investor Seller" wherever it appears and (ii) replace the
term "Bain Investor Majority Holders" with "Investor Majority Holders" wherever
it appears.
10. Section 6.3 is amended and restated as follows:
"Further Assurances. Each Participating Seller shall, whether in his
------------------
capacity as a Participating Seller, stockholder, officer or director
of the Company, or otherwise, take or cause to be taken all such
actions as may be reasonably requested in order expeditiously to
consummate each Sale pursuant to Section 6.1. Each such Participating
Seller agrees (i) to vote all Shares with respect to which he holds
power to vote in favor of any proposal to stockholders in connection
with the Sale which is approved by the holders of a majority of the
outstanding Shares entitled to vote with respect to such matter and
(ii) to execute and deliver such agreements as may be necessary for
the Participating Seller to be subject to the same terms and
conditions with respect to the Sale as apply to the Proposed Investor
Seller, including without limitation, an agreement by such
Participating Seller to be subject to such purchase price escrow or
adjustment provisions as may apply to Stockholders generally and to be
liable in respect of any individual representations, warranties,
agreements and indemnities to be given by selling Stockholders in the
Sale."
11. Section 7 is amended to add in the first sentence after "Shares", in
each case, the term "or Warrants."
12. Section 8 is amended to replace the term "Initial Bain Investor" with
"Investor" wherever it appears.
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13. Section 9 is amended (i) to replace the term "Registrable Bain
Investor Securities" with "Registrable Investor Securities" wherever it appears
and to delete Section 9.1.3 in its entirety.
14. Section 9.1.1 is amended by deleting clause (ii) to the proviso and
inserting in lieu thereof: "(ii) the number of Shares offered for the account
of the Investors pursuant to Section 9.2.1 shall only be reduced in accordance
with the terms of Section 9.2.1."
15. Section 9.2.1 is amended to delete the term "twenty-five percent
(25%)" and replace it with "fifteen percent (15%)."
16. Section 9.2.1 is amended to add the following sentences to the end of
the first paragraph:
"Whenever the Company proposes to register any shares of its Common
Stock pursuant to a request for registration under this Section 9.2,
the Company shall furnish each Investor prompt written notice of its
intent to do so. Upon the request of any Investor given by notice to
the Company within twenty (20) days after the effectiveness of such
notice from the Company, the Company will use its reasonable best
efforts to cause to be included in such registration all of the Shares
which such Investor requests to be included therein.
Neither the Company nor any Person other than an Investor shall be
permitted to register any Shares in connection with a registration
requested pursuant to this Section 9.2 unless all Shares which have
been requested by the Investors to be included in the registration
statement have been so included. If the Investors are advised in
writing in good faith by any managing underwriter of the securities
being offered pursuant to a Public Offering under this Section 9.2
that the number of Shares so offered by the Investors and the
Initiating Holders is greater than the number of such shares which can
be included in such Public Offering, the number of shares offered by
the Investors and the Initiating Holders may be reduced pro rata
(based upon the number of Shares offered for the accounts of such
Investor) to a number of Shares deemed satisfactory by such managing
underwriter; provided, however, that in the event that the number of
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Shares offered for the account of an Investor
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are reduced more than 20%, such registration shall not be included in
the calculation of registration under Section 9.2.4.
17. Section 9.3 is amended by replacing "30 " with "60".
18. Section 9.3 is amended by adding the following paragraph immediately
following paragraph (h):
"(i) The Company shall pay all expenses of the holders of Shares
participating in any Public Offering pursuant to Section 9.1 or 9.2
(including the fees and expenses payable to a Qualified Independent
Underwriter (as such term is defined in Conduct Rule 2720 of the
National Association of Securities Dealers, Inc.'s By-laws) other than
underwriting discounts and commissions, if any, applicable transfer
taxes, if any, and fees and charges of attorneys or other advisors
retained by the holders of Shares to advise it in connection with such
Public Offering; provided, that the Company shall be required to pay
the expenses of one counsel to the Investors for each Class of Common
Stock retained by any such holders in connection with the Public
Offering."
19. Section 9.5 is amended as follows: (i) by deleting "the Bain
Investors" and inserting, following "selected by" and prior to "an," the
following phrase: "holders of a majority of the Investor Shares participating
in the public offering."
20. Section 9.6 is amended to add: (i) immediately following "Each " in
the first sentence, "of the Company and" and (ii) immediately after "Transfer,"
"or issue, as the case may be."
21. Section 12.2 is amended to replace the term "Non-Bain Investor
Stockholders" with "Non-Investor Stockholders" wherever it appears and to
replace the term "Non-Bain Investor Majority Holders" with "Non-Investor
Majority Holders" wherever it appears.
22. Section 12.2 is amended: by adding the following at the end of the
first sentence: "; provided, further, however, that no such amendment,
-------- ------- -------
modification, extension, termination or waiver which affects the rights of the
Investors will be effective unless and until the consent of the Investor
Majority Holders have been obtained."
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23. Section 14.2 is amended to add the following:
If to the Capital Investors, to them at :
ABS Capital Partners II, L.P.
0 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxxx
If to the Goldman Investors, to them at:
GS Capital Partners II, L.P.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxxxx
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IN WITNESS WHEREOF, each of the undersigned has duly executed this
Amendment (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________________________________
Title:
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Xxxx Capital Fund V, 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
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
ABS Capital Partners II, L.P.
By ABS Partners II, L.L.C.,
its General Partner
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By__________________________________
Title: Managing Director:
___________________________________
Xxxxxxx Xxx
000 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
___________________________________
Xxxxx Xxxxx
000 Xxxxxxxx Xxxx
Xxxxxx Xxxxxx, XX 00000
___________________________________
Xxxxxxx Xxxxxxxx
0000 Xxxxxxx Xxxx Xxxx
Xxxx Xxxxxx, XX 00000
___________________________________
Xxxx Xxxxxx
000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
___________________________________
Xxxxxxxxxxx Xxxxx
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
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___________________________________
Xxxxx Xxxxx
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
___________________________________
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
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GS CAPITAL PARTNERS II, L.P.
By: GS Advisors, L.P.
Its General Partner
By: GS Advisors Inc.
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:________________________
Title:
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THE XXXXXXX XXXXX GROUP, L.P.
By: The Xxxxxxx Sachs Corporation
Its General Partner
By: ________________________
Title: Executive Vice President
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____________________________________
Xxxxxxx X. Xxxxx, individually
____________________________________
Xxxxx Xxxxxx, Xx. M.D., individually
____________________________________
Xxxxxx X. Xxxxx, M.D. individually
____________________________________
, individually
____________________________________
, individually
____________________________________
, individually
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