EXHIBIT 1
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of this 29th day of November, 1996,
by and among FPA MEDICAL MANAGEMENT, INC., a Delaware corporation ("FPA"), and
FOUNDATION HEALTH CORPORATION, a Delaware corporation ("FHC").
W I T N E S S E T H:
A. WHEREAS, pursuant to a Stock and Note Purchase Agreement, dated as of
June 28, 1996 (the "Purchase Agreement"), by and among FPA and FHC and certain
other parties named therein, FHC will acquire as of the date hereof 4,076,087
shares (the "Registrable Shares") of common stock, $.002 par value, of FPA ("FPA
Common Stock").
B. WHEREAS, FPA and FHC desire to allow FHC to sell publicly the
Registrable Shares pursuant to certain registration statements filed under the
Securities Act of 1933, as amended ("Act"), pursuant to the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein made and mutual benefits to be derived from this Agreement, it is hereby
agreed as follows:
1. DEMAND REGISTRATION STATEMENTS.
(a) FIRST DEMAND REGISTRATION. At any time during the period commencing
on March 31, 1997 hereof and ending on the earlier (the "Expiration Date") of
(i) the date upon which all of the Registrable Shares may be freely transferred
pursuant to Rule 144 promulgated under the Act and (ii) the fifth anniversary of
the date hereof, FHC may make one written request to FPA for registration under
the Act (the "First Demand Registration") with the Securities and Exchange
Commission ("Commission") on a Registration Statement on Form S-3 (or other
appropriate form which FPA is eligible to use with the Commission in order to
register under the Act the Registrable Shares) (the "First Demand Registration
Statement") covering the sale to the public of the number of such Registrable
Shares specified by FHC (but in no event in excess of 2,000,000 Registrable
Shares). Other holders of FPA Common Stock or FPA may participate in the First
Demand Registration so long as such participation does not adversely affect
FHC's ability to sell its Registrable Shares. Upon receipt of a request for the
First Demand Registration from FHC as described above, but subject to FPA's
right of first refusal pursuant to Section 6 to purchase the Registrable Shares
requested to be registered, FPA will, as promptly as reasonably practicable,
prepare and file with the Commission (and all applicable state securities
authorities) the First Demand Registration Statement covering such proposed sale
of all Registrable Shares requested to be registered, but in no event later than
April 15, 1997.
The First Demand Registration shall be firmly underwritten and led by one
or more "first tier" managing underwriters selected by FPA and acceptable to FHC
in its sole
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discretion. Management of FPA shall participate in a "road show" and other
customary selling efforts which the underwriters reasonably deem appropriate to
assist in the sale of the Registrable Shares.
(b) SECOND DEMAND REGISTRATION. At any time during the period commencing
on the expiration of any contractual lock-up required by the underwriters
pursuant to the First Demand Registration and ending on the Expiration Date, FHC
may make one written request to FPA for registration under the Act (the "Second
Demand Registration") with the Commission on a Registration Statement on Form
S-3 (or other appropriate form which FPA is eligible to use with the Commission
in order to register under the Act the Registrable Shares on a "shelf"
registration basis (the "Second Demand Registration Statement") covering the
sale of all of the then outstanding Registrable Shares. Upon receipt of a
request for the Second Demand Registration from FHC as described above, but
subject to FPA's right of first refusal pursuant to Section 6 to purchase the
Registrable Shares requested to be registered, FPA will, as promptly as
reasonably practicable, prepare and file with the Commission (and all applicable
state securities authorities) the Second Demand Registration Statement covering
such proposed sale of all Registrable Shares requested to be registered.
(c) ALTERNATIVE DEMAND REGISTRATION. In lieu of the First Demand
Registration and the Second Demand Registration, at any time during the period
commencing on March 31, 1997 and ending on the Expiration Date, FHC may make one
written request to FPA for registration under the Act (the "Alternative Demand
Registration") with the Commission on a Registration Statement on Form S-3 (or
other appropriate form which FPA is eligible to use with the Commission in order
to register under the Act the Registrable Shares on a "shelf" registration
basis) (the "Alternative Demand Registration Statement") covering the sale of
all of the Registrable Shares. FHC may make such request for an Alternative
Demand Registration only after consultation with FPA. Upon receipt of a request
for the Alternative Demand Registration from FHC as described above, but subject
to FPA's right of first refusal pursuant to Section 6 to purchase the
Registrable Shares requested to be registered, FPA will, as promptly as
reasonably practicable, prepare and file with the Commission (and all applicable
state securities authorities) the Alternative Demand Registration Statement
covering such proposed sale of all Registrable Shares, but in no event later
than April 15, 1997.
(d) PROCEDURES. Subject to Section 2, FPA will use commercially
reasonable best efforts to have the First Demand Registration Statement, Second
Demand Registration Statement or Alternative Demand Registration Statement
(each, a "Demand Registration Statement") declared effective by the Commission
(and all applicable state securities authorities) as soon as practicable after
the filing thereof and to maintain the effectiveness thereof for a period of
(i) in the case of the First Demand Registration, 30 days (or until all
Registrable Shares covered thereby have been sold, if such sales are completed
before the end of such 30-day period), or (ii) in the case of any other Demand
Registration, until all Registrable Shares covered thereby have been sold or
such time as all of the Registrable Shares may be freely transferred pursuant to
Rule 144 promulgated under the Act.
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(e) LIMITATIONS ON REGISTRATIONS. FPA shall only be required to provide
the First Demand Registration, Second Demand Registration and Alternative Demand
Registration (each a "Demand Registration") to FHC described under this Section
1; PROVIDED, HOWEVER, that a Registration Statement filed by FPA pursuant to
this Section 1 shall not count as an allowed Demand Registration Statement until
it has become effective under the Act and has been maintained effective for the
period described in Section 1(d).
(f) LIMITATION ON SALE OF REGISTRABLE SHARES. In the event of a Second
Demand Registration or an Alternative Demand Registration, FHC agrees to sell
only that number of Registrable Shares in any three month period that would be
permitted pursuant to the volume restrictions of Rule 144 promulgated under the
Act; PROVIDED, HOWEVER, that FHC may aggregate from one three month period to
another that number of Registrable Shares that it could have sold, but did not
sell, in any prior three month period. The limitation set forth in this Section
1(f) shall not apply in the event that FHC makes First Demand Registration
request and FPA does not file the First Demand Registration Statement on a
timely basis in accordance with Section 1(a).
2. POSTPONEMENT OR SUSPENSION OF SALES UNDER DEMAND REGISTRATION
STATEMENTS. FPA will be entitled to postpone the filing of any Demand
Registration Statement, and to suspend sales under any Demand Registration
Statement, for an aggregate number of days not exceeding ninety (90), if (a) in
the good faith judgment of the Board of Directors of FPA, the filing of a
Registration Statement would contain disclosure which would be seriously
detrimental to FPA at such time and the Board of Directors of FPA concludes, as
a result, that it is essential not to file such registration statement at the
time requested, and FPA shall furnish to FHC a certificate signed by the
President of FPA certifying thereto; and (b) a registration statement was filed
by FPA in connection with an underwritten public offering by FPA of any
securities within the ninety (90) days preceding the date of the request
(excluding FPA's registration of securities in connection with its 1996 offering
of Convertible Subordinated Debentures (the "Debentures")), or the Commission
(or applicable state securities authority) requires such postponement or
suspension; PROVIDED, HOWEVER, that in computing the thirty (30)-day period for
which FPA is required to maintain effectiveness of a Demand Registration
Statement, the period of any such suspension shall not be included. FPA shall
give prompt written notice to FHC of any such postponement or suspension and
shall likewise give prompt written notice to FHC of termination of such
postponement or suspension. FHC hereby agrees to postpone the sale of any
Registrable Shares registered pursuant to the Demand Registration Statement
during any suspension of sales of FPA Common Stock thereunder by FPA and during
any lock-up period applicable to the Company's senior management with respect to
any underwritten public offering, provided that any such lock-up period shall
not exceed ninety (90) days and shall not exceed in length the lock-up period
applicable to other holders, if any, of similar registration rights granted by
the Company with respect to shares of FPA Common Stock.
3. PIGGY BACK REGISTRATION RIGHTS.
(a) If at any time or from time to time after the date hereof and prior to
the Expiration Date, FPA proposes to register any of its securities under the
Act on any form
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for the registration of securities under the Act, whether or not for its own
account (other than by a registration statement on Form S-4 or Form S-8 or other
form which does not include substantially the same information as would be
required in a form for the general registration of securities or would not be
available for the Registrable Securities) (a "Piggy Back Registration"), it
shall as expeditiously as possible give written notice to FHC of its intention
to do so and of FHC's rights under this Section 3. Such rights are referred to
hereinafter as "Piggy Back Registration Rights." Upon the written request of
FHC made within three (3) business days after receipt of any such notice (which
request shall specify the Registrable Securities intended to be disposed of by
FHC, FPA shall include in the Registration Statement the Registrable Securities
which FPA has been so requested to register by FHC and FPA shall use
commercially reasonable best efforts to have the Registration Statement declared
effective by the Commission and to maintain the effectiveness thereof for the
period necessary for FHC to effect the proposed sale or other disposition (but
in no event for a period greater than 90 days).
(b) If, at any time after giving written notice of its intention to
register any securities in a Piggy Back Registration but prior to the effective
date of the related Registration Statement, FPA shall determine for any reason
not to register such securities, FPA shall give written notice of such
determination to FHC and, thereupon, shall be relieved of its obligation to
register any Registrable Securities in connection with such Piggy Back
Registration. All commercially reasonable best efforts obligations of FPA
pursuant to Section 5 shall cease if FPA determines to terminate prior to such
effective date any registration where Registrable Securities are being
registered pursuant to this Section 3.
(c) If a Piggy Back Registration involves an offering by or through one or
more underwriters, then FHC, provided it has requested to have Registrable
Securities included in FPA's Registration Statement, shall agree to sell its
Registrable Securities to the underwriters selected by FPA on the same terms and
conditions as apply to other selling shareholders and enter into an underwriting
agreement with such underwriters containing customary representations and
warranties.
(d) If a Piggy Back Registration involves an offering by or through one or
more underwriters, FPA shall not be required to include Registrable Securities
therein if and to the extent the underwriter managing the offering reasonably
believes in good faith and advises FPA (which in turn advises FHC) that such
inclusion would materially adversely affect such offering; provided that,
subject to the rights under any registration rights agreements in effect prior
to the date hereof (which are registration rights relating to 50,000 Banque
Paribas warrants, 250,000 warrants and 525,000 shares of FPA Common Stock issued
to Physician Corporation of America and the Debentures) and subject to rights
under any future registration rights agreements for an aggregate of up to
200,000 shares of FPA Common Stock to be issued in connection with acquisitions,
(i) if other selling shareholders who are employees, officers, directors or
other affiliates of FPA have requested registration of securities in the
proposed offering, FPA will reduce or eliminate such other selling shareholders'
securities before any reduction or elimination of Registrable Securities, and
(ii) FHC's participation in such Piggy Back Registration shall be PRO RATA with
all other holders of the securities of FPA exercising "piggy back registration
rights" similar to those
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set forth herein in proportion to the respective number of shares they have
requested to be registered.
4. EXPENSES. FHC shall pay all underwriting or brokerage commissions and
discounts, if any, associated with the Registrable Shares being sold by FHC
pursuant to the Demand Registration Statements or Piggy Back Registration. FPA
shall pay all other costs and expenses incurred by FPA directly associated with
the Demand Registration Statements or any Piggy Back Registration, including,
without limitation, all registration, qualification and filing fees, printing
expenses, escrow fees, fees and disbursements of counsel for FPA, blue sky fees
and expenses, and expenses of any regular or special audits incident to or
required by any such registration.
5. REGISTRATION RIGHTS. If and whenever FPA is required under this
Agreement to use commercially reasonable best efforts to take action pursuant to
any Federal or state law or regulation to permit the sale or other disposition
of any Registrable Shares in order to effect or cause the registration of any
Registrable Securities under the Act as provided in this Agreement, FPA shall,
as expeditiously as practicable:
(a) furnish to FHC and the underwriters, if any, without charge,
as many copies of the Registration Statement, the Prospectus or the
Prospectuses (including each preliminary prospectus) and any amendment
or supplement thereto as they may reasonably request;
(b) enter into such agreements (including an underwriting
agreement) and take all such other actions reasonably required in
connection therewith in order to expedite or facilitate the
disposition of such Registrable Securities and in such connection, if
the registration is in connection with an underwritten offering:
(i) make such representations and warranties to the underwriters in
such form, substance and scope as are customarily made by issuers to
underwriters in similar underwritten offerings and confirm the same if
and when requested; (ii) obtain opinions of counsel to FPA and updates
thereof (which counsel and opinions in form, scope and substance shall
be reasonably satisfactory to the underwriters) addressed to the
underwriters and FHC covering the matters customarily covered in
opinions requested in similar underwritten offerings and such other
matters as may be reasonably requested by such underwriters;
(iii) obtain "cold comfort" letters and updates thereof from FPA's
accountants addressed to the underwriters, such letters to be in
customary form and covering matters of the type customarily covered in
"cold comfort" letters by underwriters in connection with similar
underwritten offerings; and (iv) deliver such documents and
certificates as may be reasonably requested by the underwriters to
evidence compliance with clause (i) above and with any customary
conditions contained in the underwriting agreement or other agreement
entered into by FPA; the above shall be done at each closing under
such underwriting or similar agreement or as and to the extent
required thereunder; and
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(c) otherwise use commercially reasonable efforts to comply with
all applicable federal and state regulations; and take such other
action as may be reasonably necessary or advisable to enable FHC and
each such underwriter to consummate the sale or disposition in such
jurisdiction or jurisdictions in which FHC or underwriter shall have
reasonably requested that the Registrable Securities be sold. Except
as otherwise provided in this Agreement, FPA shall have sole control
in connection with the preparation, filing, withdrawal, amendment or
supplementing of each Registration Statement, the selection of
underwriters, and the distribution of any preliminary prospectus
included in the Registration Statement, and may include within the
coverage thereof additional shares of Common Stock or other securities
for its own account or for the account of one or more of its other
security holders.
FHC agrees to furnish to FPA such information regarding the distribution of
any Registrable Securities as to which any registration is being effected and
such other information as may otherwise be required by the Act to be included in
such Registration Statement.
6. RIGHT OF FIRST REFUSAL.
(a) In lieu of carrying out its obligation to effect a Piggy Back
Registration or Demand Registration of any Registrable Securities pursuant to
this Agreement, FPA may satisfy such obligation by offering to purchase and
purchasing such Registrable Securities requested to be registered at an amount
in cash per share equal to the Closing Price. The "Closing Price" shall mean:
(i) If the primary market for FPA Common Stock is a national
securities exchange registered under the Securities Exchange Act of
1934, as amended, the National Association of Securities Dealers
Automated Quotation System, National Market System or other market or
quotation system in which last sale transactions are reported on a
contemporaneous basis, the last reported sales price, regular way, of
FPA Common Stock as of the date of an FHC request for a Demand
Registration or request for inclusion in a Piggy Back Registration,
or, if there has not been a sale on such trading day, the highest
closing or last bid quotation therefor on such trading day (excluding,
in any case, any price that is not the result of bona fide arm's
length trading); or
(ii) If the primary market for FPA Common Stock is not an
exchange or quotation system in which last sale transactions are
contemporaneously reported, the highest closing or last bona fide bid
or asked quotation by disinterested persons (including any
individuals, partnerships, corporations, trust, joint ventures or
incorporated organizations) in the over-the-counter market on such
trading day as reported by the National Association of Securities
Dealers through its Automated Quotation System or its successor or
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such other generally accepted source of publicly reported bid quotations as
FHC designates.
(b) The closing of any purchase of any Registrable Shares pursuant to this
Section 6 will take place at FPA's principal executive offices on such date as
FPA (or its designee) and FHC shall mutually select; PROVIDED, HOWEVER, that
such closing shall not occur more than sixty (60) days following the exercise of
FPA's (or its designee's) right of first refusal hereunder. At such closing,
the purchase price to be paid for the Registrable Shares shall be paid in full
in cash or by wire transfer to FHC and FHC shall deliver stock certificates
representing all of the Registrable Shares to be purchased by FPA (or its
designee), together with stock powers duly executed in blank to FPA (or its
designee) with signatures guaranteed by a bank, trust company or member firm of
the New York Stock Exchange, which Registrable Shares shall be free and clear of
all liens, encumbrances, charges, demands, assessments and claims (including,
without limitation, marital property claims) of every nature or kind whatsoever
(collectively, "Liens") and subject to no restrictions with respect to
transferability, other than those set forth in the legend placed on the back of
the certificates representing the Registrable Shares at the time they were
originally delivered to FHC.
7. INDEMNIFICATION.
(a) In connection with each Registration Statement relating to disposition
of Registrable Securities, FPA shall indemnify and hold harmless FHC (and its
permitted successors and assigns) and each Person, if any, who controls FHC
(within the meaning of Section 15 of the Act or Section 20 of the Securities
Exchange Act of 1934 (the "Exchange Act")) against any and all losses, claims,
damages and liabilities, joint or several (including any reasonable
investigation, legal and other expenses incurred in connection with, and any
amount paid in settlement of any action, suit or proceeding or any claim
asserted), to which they, or any of them, may become subject under the Act, the
Exchange Act or other Federal or state law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities arise out of
or are based upon any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement, Prospectus or preliminary
prospectus or any amendment thereof or supplement thereto, or arise out of or
are based upon any omission or alleged omission to state therein a material fact
required to be started therein or necessary to make the statements therein in
light of the circumstances under which they were made not misleading; PROVIDED,
HOWEVER, that such indemnity shall not inure to the benefit of FHC (or any
Person controlling FHC within the meaning of Section 15 of the Act or Section 20
of the Exchange Act) on account of any losses, claims, damages or liabilities
arising from the sale of the Registerable Securities if such untrue statement or
omission or alleged untrue statement or omission was made in such Registration
Statement, Prospectus or preliminary prospectus, or such amendment or
supplement, in reliance upon and in conformity with information furnished in
writing to FPA by FHC specifically for use therein or FHC's failure to provide
information required to be included therein or if FPA timely corrects any such
untrue statement or omission in an amendment or supplement and FHC does not
timely provide such amendment or supplement to the purchaser of the Registrable
Securities in accordance with applicable law. This
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indemnity agreement shall be in addition to any liability with FPA may otherwise
have.
(b) In connection with each Registration Statement, FHC shall indemnify,
to the same extent as the indemnification provided by FPA in Section 7(a), FPA,
its directors and each officer who signs the Registration Statement and each
Person who controls FPA (within the meaning of Section 15 of the Act and
Section 20 of the Exchange Act), but only insofar as such losses, claims,
damages and liabilities arise out of or are based upon any untrue statement or
omission or alleged untrue statement or omission which was made in the
Registration Statement, the Prospectus or preliminary prospectus or any
amendment thereof or supplement thereto, in reliance upon and in conformity with
information furnished in writing by FHC to FPA specifically for use therein or
FHC's failure to provide information required to be included therein. In no
event shall the liability of FHC hereunder be greater in amount than the dollar
amount of the net proceeds received by FHC upon the sale of the Registrable
Securities giving rise to such indemnification obligation.
(c) Any party that proposes to assert the right to be indemnified
hereunder will, promptly after receipt of notice of commencement of any action,
suit or proceeding against such party in respect of which a claim is to be made
against an indemnifying party or parties under this Section, notify each such
indemnifying party of the commencement of such action, suit or proceeding,
enclosing a copy of all papers served. No indemnification provided for in
Section 7(a) or 7(b) shall be available to any party who shall fail to give
notice as provided in this Section 7(c) if the party to whom notice was not
given was unaware of the proceeding to which such notice would have related and
was prejudiced by the failure to give such notice but the omission so to notify
such indemnifying party of any such action, suit or proceeding shall not relieve
it from any liability that it may have to any indemnified party for contribution
or otherwise under this Section. In case any such action, suit or proceeding
shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate in, and, to the extent that it shall wish, jointly with
any other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof and the approval by the indemnifying party to such indemnified
party of its election so to assume the defense thereof and the approval by the
indemnified party of such counsel (which approval shall not be unreasonably
withheld), the indemnifying party shall not be liable to such indemnified party
for any legal or other expenses, except as provided below and except for the
reasonable costs of investigation subsequently incurred by such indemnified
party in connection with the defense thereof. The indemnified party shall have
the right to employ its counsel in any such action, but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless (i) the
employment of counsel by such indemnified party has been authorized in writing
by the indemnifying parties, (ii) the indemnified party shall have reasonably
concluded that there may be a conflict of interest between the indemnifying
parties and the indemnified party in the conduct of the defense of such action
(in which case the indemnifying parties shall not have the right to direct the
defense of such action on behalf of the indemnified party) or (iii) the
indemnifying parties shall not have employed counsel to assume the defense of
such action within a reasonable time after notice of the commencement thereof,
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in each of which cases the fees and expenses of counsel shall be at the expense
of the indemnifying parties. An indemnifying party shall not be liable for any
settlement of any action, suit, proceeding or claim effected without its written
consent.
(d) FPA and FHC acknowledge that remedies at law for the enforcement of
this Section 7 may be inadequate and intend that this Section 7 shall be
specifically enforceable.
8. MISCELLANEOUS.
(a) GOVERNING LAW. This Agreement shall be governed by and construed and
interpreted in accordance with the internal laws of the State of Delaware.
(b) NOTICES. Except as otherwise provided in this Agreement, all notices,
requests, demands and other communications hereunder shall be deemed to be duly
given if delivered by hand or if mailed by certified or registered mail with
postage prepaid.
(i) If to FPA, to: FPA Medical Management, Inc., 0000 Xxxxx
Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000, Attention: Chief
Financial Officer (with copies to: FPA Medical Management, Inc., 0000
Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000, Attention:
Xxxxx X. Xxxxxxxx, Senior Vice President, General Counsel and
Secretary).
(ii) If to FHC, to: Foundation Health Corporation, 0000 Xxxx
Xxxxx, Xxxxxx Xxxxxxx, Xxxxxxxxxx 00000; Attention: Chief Financial
Officer (with a copy to: Xxxxx X. Xxxxxxxx, Esq. and Xxxxxxx Xxxx,
Esq., Pillsbury Madison & Sutro LLP, 235 Xxxxxxxxxx Street, San
Francisco, CA 94104).
(iii) Any party entitled to receive notice hereunder may change
its address at which notice is to be received or designate another
person to receive notice by giving notice to all other parties and
persons entitled to receive notice in the manner provided in this
Section.
(c) ATTORNEYS' FEES. In any action or proceeding brought to enforce any
provisions of this Agreement, or where any provisions hereof are validly
asserted as a defense, the successful party shall be entitled to recover
reasonable attorneys' fees and disbursements (including, without limitation,
reasonable attorneys' fees and disbursements incurred in connection with trials
and appeals) in addition to its costs and expenses and any other available
remedy.
(d) COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original, but which together
shall constitute but one and the same instrument. Executed signature pages may
be removed from counterpart agreements and attached to one or more fully
executed copies of this Agreement.
(e) SUCCESSORS AND ASSIGNS. This Agreement may be assigned by FHC with
respect to any transfer of at least 500,000 shares (which transfer shall be
subject
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to Section 4 of the Voting Rights Agreement dated as of the date hereof) or more
of the Registrable Shares or any lender in connection with any loan or credit
agreement for which the Registrable Shares are collateral. Upon any foreclosure
pursuant to any such security agreement involving the Registrable Shares as
collateral, the lender may pledge or assign this Agreement to any financial
institution and (ii) may, with the prior written consent of FPA (which consent
shall not be unreasonably withheld), pledge or assign this Agreement to any
person or entity other than a financial institution. Notwithstanding the
foregoing, no pledge or assignment permitted hereby shall relieve FHC of its
obligations hereunder. This Agreement shall be binding upon and inure to the
benefit of the respective parties thereto and their respective successors and
assigns.
(f) HEADINGS. The heading used in this Agreement are for convenience only
and shall not constitute a part of this Agreement.
(g) ENTIRE AGREEMENT. This instrument, together with the Purchase
Agreement and the Voting Agreement, embody the entire agreement
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between the parties hereto with respect to the transactions contemplated herein,
and supersedes all prior agreements and understandings between the parties.
(h) CONFIDENTIALITY. Each party acknowledges that the information
received by it pursuant hereto may be confidential and for its use only, and it
will not use such confidential information in violation of the Exchange Act,
reproduce, disclose or disseminate such information to any other person (other
than its employees or agents having a need to know the contents of such
information, and its attorneys), except in connection with the exercise of
rights under this Agreement, unless such party has made such information
available to the public generally or such party is required to disclose such
information by a governmental body.
(i) HEDGING TRANSACTIONS. Nothing in this Agreement shall be interpreted
to limit FHC's ability to engage in hedging transactions involving the
Registrable Shares.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
FPA MEDICAL MANAGEMENT, INC.
By ________________________________________
Title _____________________________________
FOUNDATION HEALTH CORPORATION
By ________________________________________
Title _____________________________________
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