CONFORMED COPY
GPA STOCK EXCHANGE AGREEMENT
between
GREEN SPRING HEALTH SERVICES, INC.
and
CHARTER MEDICAL CORPORATION
dated
November 14, 1995
CONFORMED COPY
GPA STOCK EXCHANGE AGREEMENT
THIS GPA STOCK EXCHANGE AGREEMENT ("Agreement") dated as of the 14th
day of November, 1995, is made and entered into by and between Charter Medical
Corporation, a Delaware corporation ("Charter") and Green Spring Health
Services, Inc., a Delaware corporation ("GSHS");
WHEREAS, Charter owns of record and beneficially all of the currently
outstanding shares of common stock of Group Practice Affiliates, Inc., a
Delaware corporation and a wholly-owned subsidiary of Charter ("GPA"); and
WHEREAS, GSHS wishes to acquire and Charter wishes to transfer all of
the GPA Common Stock in a transaction intended to qualify as a reorganization
within the meaning of Section 368(a)(1)(B) of the Code (the exchange of such
shares is referred to in this Agreement as the "GPA Stock Exchange");
NOW THEREFORE, upon the terms and subject to the conditions set forth
in this Agreement and the Stock Purchase Agreement (as defined herein), the
parties agree as follows:
ARTICLE I.
TRANSFER OF STOCK; CLOSING
Section 1. Number of Shares. Charter agrees to transfer to GSHS all
of the GPA Common Stock representing all of the issued and outstanding shares of
common stock of GPA in exchange for an aggregate of 969.04 shares of voting
common stock of GSHS, par value $0.01 per share, to be issued at the Closing to
Charter.
Section 2. Transfer and Delivery of the GPA Common Stock and the New
GSHS Shares. At the GPA Closing, Charter shall sell, assign, transfer and
deliver to GSHS all of the GPA Common Stock by delivery to GSHS of a certificate
or certificates representing such GPA Common Stock, duly endorsed for transfer
or accompanied by duly executed stock powers. As provided for in the Stock
Purchase Agreement, GSHS shall, immediately upon the GPA Closing and the
Closing, issue to Charter a certificate or certificates, in the name of Charter,
representing the GSHS Shares and the New GSHS Shares.
Section 3. Time and Place of Closing. The closing (the "GPA
Closing") of the GPA Stock Exchange will be held at the same time and place as
the Closing.
ARTICLE II.
TERMINATION
Section 1. Termination. This Agreement may be terminated at
any time prior to the GPA Closing by either party to this Agreement upon the
termination of the Stock Purchase Agreement.
Section 2. Procedure and Effect of Termination. In the event of
termination of this Agreement pursuant to Section 1 of this Article II, written
notice of such termination shall promptly be given by the terminating party to
the other party, and this Agreement shall upon that notice terminate and become
void and have no effect, and the transactions contemplated by this Agreement
shall be abandoned without further action by the parties, except that the
provisions of the Confidentiality Agreement and Section 11.5 of the Stock
Purchase Agreement shall survive the
termination of this Agreement, provided, however, that such termination shall
not relieve any party of any liability for any breach by it of this Agreement.
ARTICLE III.
MISCELLANEOUS
Section 1. Stock Purchase Agreement. Capitalized terms used but not
otherwise defined in this Agreement shall have the definitions ascribed to such
terms in that certain Stock Purchase Agreement, dated as of the 14th day of
November, 1995, by and among Blue Cross and Blue Shield of New Jersey, Inc., a
New Jersey health service corporation, Health Care Service Corporation, an
Illinois legal mutual reserve company, Independence Blue Cross, a Pennsylvania
non-profit hospital plan corporation, Medical Service Association of
Pennsylvania, a Pennsylvania corporation, Pierce County Medical Bureau, Inc., a
Washington non-profit corporation, Veritus, Inc., a Pennsylvania non-profit
corporation, GSHS and Charter.
Section 2. Counterparts. This Agreement may be executed in two or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other party.
Section 3. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to a
contract executed and performed in such state without reference to the choice of
law principles of such state.
Section 4. No Third Party Beneficiaries. Nothing in this Agreement is
intended, nor shall it be construed, to confer any rights or benefits upon any
Person (including, but not limited to, any employee or former employee of GSHS
or any Subsidiary) other than Charter and GSHS (and their successors and assigns
to the extent specifically permitted by Section 7 of this Article III) and no
other Person not a party to this Agreement shall have any rights or remedies
under this Agreement, except for Persons entitled to indemnification under
Article 9 of the Stock Purchase Agreement (and such rights and remedies shall be
limited solely to those provided by Article 9 of the Stock Purchase Agreement).
Section 5. Entire Agreement. This Agreement, the Buyer Disclosure
Schedule, the GPA Disclosure Letter, the GSHS Disclosure Schedule, the Seller
Disclosure Schedule, the Exchange Agreement, the Stock Purchase Agreement and
the New Stockholders' Agreement contain the entire agreement between the parties
with respect to the subject matters of this Agreement and such other agreements,
and such agreements supersede all prior and contemporaneous agreements,
representations, negotiations, discussions, correspondence, communications, term
sheets and understandings of the parties, except for the Confidentiality
Agreement, which agreement is ratified and remains in full force and effect.
There are no agreements, understandings, representations and warranties between
the parties other than those set forth or referred to in this Agreement and such
specifically listed above other agreements.
Section 6. Notices. All notices under this Agreement shall be
sufficiently given for all purposes under this Agreement if in writing (a) when
delivered personally; (b) three Business Days after mailing in the United States
Postal Service; (c) one day after sending by documented overnight delivery
service; or (d) when receipt is confirmed, by telecopy, telefax or other
electronic transmission service to the appropriate address or number as set
forth below.
Notices to GSHS shall be addressed to:
Green Spring Health Services, Inc.
Clark Building, Suite 500
5565 Sterret Place
Columbia, Maryland 21044-2642
Attention: Joyce N. Fitch, Esq.
Telecopier: (410) 740-2686
CONFORMED COPY
with a copy to:
Venable, Baetjer and Howard, LLP
1800 Mercantile Bank and Trust Building
Two Hopkins Plaza
Baltimore, Maryland 21201
Attention: Alan D. Yarbro, Esq.
Telecopier: (410) 244-7742
or at such other address and to the attention of such other person as may
designate by written notice to Charter. Notices to Charter shall be addressed
to:
Charter Medical Corporation
Suite 1400
3414 Peachtree Road, N.E.
Atlanta, Georgia 30326
Attention: Michael Catalano
Telecopier: (404) 814-5797
with copies to:
Charter Medical Corporation
3414 Peachtree Road, N.E.
Atlanta, Georgia 30326
Attention: Cherie M. Fuzzell, Esq.
Telecopier: (404) 814-5795
and
King & Spalding
191 Peachtree Street
Atlanta, Georgia 30303
Attention: Robert W. Miller, Esq.
Telecopier: (404) 572-5144
or to such other address and to the attention of such other person as Charter
may designate by written notice to GSHS.
Section 7. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties to this Agreement and their
respective successors and permitted assigns; provided, however, except for the
right of Charter to grant to or for the benefit of the lenders under the Credit
Agreement a security interest in its rights under this Agreement pursuant to the
Credit Agreement and the documents from time to time securing the same, neither
party to this Agreement shall have the right to assign its rights or interests
in or delegate its obligations under this Agreement without the express prior
written consent of the other party to this Agreement.
Section 8. Amendments and Waivers. This Agreement may not be modified
or amended except by an instrument or instruments in writing signed by the party
against whom enforcement of any such modification or amendment is sought. Any
party to this Agreement may, only by an instrument in writing, waive compliance
by the other party to this Agreement with any term or provision of this
Agreement. The waiver by any party to this Agreement of a breach of any term or
provision of this Agreement shall not be construed as a waiver of any subsequent
breach.
IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of
each of the parties as of the date first above written.
CHARTER MEDICAL CORPORATION
By: /s/ E. M. Crawford
----------------------------------------
Title: Chief Executive Officer
GREEN SPRING HEALTH SERVICES, INC.
By: /s/ Henry Harbin
-----------------------------------------
Title:President and Chief Executive Officer