STOCK LOAN AGREEMENT
This agreement is entered into this 15th day of December 1996 by and between
XXXXX X. XXXXXXX ("XXXXXXX") and EMPIRE INVESTMENT BANKING COMPANY L.P.
("EMPIRE") pursuant to the provisions of 'ss'.1058 of the Internal Revenue Code.
WHEREAS, EMPIRE is the owner of certain shares of the common stock of Medaphis
Corporation which it is holding for long term investment purposes; and
WHEREAS, XXXXXXX desires to borrow certain shares of Medaphis Corporation common
stock for various uses; and
WHEREAS, EMPIRE is willing to temporarily transfer certain shares of its
Medaphis Corporation stock to XXXXXXX for use under certain circumstances.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, and for other good and valuable consideration, the receipt, sufficiency
and adequacy of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. On or before January 15, 1997, EMPIRE shall transfer THREE HUNDRED THOUSAND
(300,000) shares of Medaphis Corporation common stock to XXXXXXX.
2. Upon notice from EMPIRE to XXXXXXX, XXXXXXX shall within five (5) business
days, return to EMPIRE THREE HUNDRED THOUSAND (300,000) shares of Medaphis
Corporation common stock identical to the stock transferred pursuant to
paragraph 1 above. Said notice may, at EMPIRE'S option, require the return of a
lesser number of shares in which case, EMPIRE continues to have the option of
requiring the return of the balance of the THREE HUNDRED THOUSAND (300,000)
shares within five (5) business days upon subsequent notice.
On June 30, 1998, XXXXXXX shall return to EMPIRE any of the THREE HUNDRED
THOUSAND (300,000) shares of Medaphis stock which has not been previously
returned to EMPIRE by XXXXXXX.
3. In the event of a reorganization, recapitalization, or merger of Medaphis
Corporation during the term of this loan, XXXXXXX is permitted to return stock
equivalent to the Medaphis Corporation stock loaned as authorized by Income Tax
Regulation 1.1058-1(b).
4. XXXXXXX agrees and must make payments to EMPIRE of all amounts equivalent to
any dividends or other distributions made by Medaphis Corporation which EMPIRE,
as the owner of the loaned shares, is entitled to receive during the period
beginning with the loan transfer and ending with the repayment transfer of
identical Medaphis Corporation stock back to EMPIRE. XXXXXXX will make any such
payments to EMPIRE at such time as EMPIRE would receive them had it not loaned
said shares.
5. Any notice to XXXXXXX under this Agreement shall be sent by overnight courier
as follows:
XXXXX X. XXXXXXX
0000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
The benefits and duties under this agreement may not be assigned but shall be
binding upon the personal representatives and successors in interest of the
parties hereto.
Witness our hands and seals as of this 15th day of December 1996.
BY:
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XXXXX X. XXXXXXX XXXXX XXXXXXXX, General Partner
EMPIRE INVESTMENT BANKING
COMPANY, L.P.
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