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EXHIBIT 10.3
FORM OF INVESTMENT AGREEMENT COUNTERPART
This Investment Agreement Counterpart is made this 17th day of
December, 1996, among _____________, ("Investor," see attached Schedule of
Investors ) Golder, Thoma, Xxxxxxx, Xxxxxx Fund IV, L.P., a Delaware limited
partnership ("GTCR"), Principal Hospital Company, a Delaware corporation
("Principal"), and Brim, Inc., an Oregon corporation ("Brim").
GTCR, Principal and Brim are parties to an Investment
Agreement, dated as of November 21, 1996 (the "Investment Agreement"), a copy of
which is attached hereto. GTCR desires to assign certain of its rights and
obligations under the Investment Agreement to Investor, pursuant to Section
4.08(f) and 10.02 of the Investment Agreement, and Investor desires to accept
such rights and obligations. Capitalized terms used and not defined herein shall
have the respective meanings assigned such terms in the Investment Agreement.
The parties hereto agree as follows:
1. GTCR hereby assigns its right to purchase from Brim
____ shares of Junior Preferred Stock at a purchase price of $1,000 per share
and ______ shares of Common Stock at a purchase price of $1 per share to
Investor, and Investor hereby accepts such right. Investor shall be subject to
all rights and obligations of GTCR under the Investment Agreement with respect
to such shares.
2. Investor agrees to be bound by the terms of the
Investment Agreement, and confirms that all representations and warranties made
by GTCR pursuant to Paragraph 4.08 of the Investment Agreement are true and
correct with respect to Investor as of the date hereof.
3. Investor further represents and warrants to GTCR
that:
(a) the stock to be acquired by Investor pursuant to this
Counterpart (the "Stock") will be acquired for Investor's account and
not with a view to, or intention of, distribution thereof in violation
of the Securities Act, or any applicable state securities laws, and the
Stock will not be disposed of in contravention of the Securities Act or
any applicable state securities laws;
(b) Investor is able to bear the economic risk of his
investment in the Stock for an indefinite period of time because the
Stock has not been registered under the Securities Act and, therefore,
cannot be sold unless subsequently registered under the Securities Act
or an exemption from such registration is available;
(c) Investor has received a copy of the Investment
Agreement, and has had an opportunity to ask questions and receive
answers concerning the terms and conditions of the offering of the
Stock and has had full access to such other information concerning Brim
as Investor has requested; and
(d) Investor is an executive officer of Brim, is
sophisticated in financial matters and is able to evaluate the risks
and benefits of the investment in the Stock.
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4. Investor acknowledges and agrees that:
(a) neither the issuance of the Stock to the undersigned
nor any provision contained herein shall entitle Investor to remain in
the employment of Brim and its Subsidiaries or affect the right of the
Brim to terminate the Investor's employment at any time for any reason;
and
(b) Brim shall have no duty or obligation to disclose to
Investor and Investor shall have no right to be advised of, any
material information regarding Brim and its Subsidiaries at any time
prior to, or in connection with the repurchase of the Stock upon the
termination of Investor's employment with Brim and its Subsidiaries or
as otherwise provided hereunder.
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IN WITNESS WHEREOF, the parties hereto have executed this Counterpart
on the date first written above.
GOLDER, THOMA, XXXXXXX, XXXXXX
FUND IV, L.P.
By: GTCR IV, L.P., its General Partner
By: Golder, Thoma, Cressey, Rauner, Inc.,
Its: General Partner
By: /s/ Xxxxx X. Xxxxxx
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Its: Principal
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[Investor]
Acknowledged and Agreed to:
BRIM, INC.
By /s/ X. X. Xxxx
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Its President
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PRINCIPAL HOSPITAL COMPANY
By /s/ Xxxxxx X. Xxxx
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Its Chief Executive Officer
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SCHEDULE OF INVESTORS
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Name Shares of Preferred Stock Shares of Common Stock
---- ------------------------- ----------------------
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Leeway & Co. 3,752 375,200
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First Union Corporation of 48 4,800
Virginia
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Xxxxxx X. Xxxx 103 10,300
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Xxxxxxx X. Xxxx 192 192,000
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AmSouth Bancorporation 48 48,000
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