EXHIBIT 2.2
AGREEMENT AND ACKNOWLEDGEMENT
WITH RESPECT TO
STOCK PURCHASE AGREEMENT
This AGREEMENT AND ACKNOWLEDGEMENT ("Agreement") is made and entered
into as of August 16, 2001, by and among HCA Inc., a Delaware corporation
formerly known as HCA - The Healthcare Company ("HCA"), VH HOLDINGS, INC., a
Nevada corporation ("Holdings"), and FIRST HEALTH GROUP CORP., a Delaware
corporation ("Purchaser"), relating to that certain Stock Purchase
Agreement, dated as of May 18, 2001, by and among HCA, Holdings and
Purchaser (the "Stock Purchase Agreement"). HCA and Holdings are hereinafter
referred to, together, as the "Sellers".
1. Amendment of Delivery Requirements for Certain Certificates. The
parties agree that Section 7.10 of the Stock Purchase Agreement is amended
by deleting the words "more than twenty days prior to the Closing Date"
therein and replacing such words with "earlier than June 25, 2001, provided
that Sellers shall deliver a "bring-down" good standing certificate, dated
not earlier than five (5) days before the Closing Date, from the Secretary
of State of the state of incorporation of each of HCA, Holdings, CCN and PW
and, as to HCA, the State of Tennessee."
2. Acknowledgement of Satisfaction of Contract Delivery Requirements.
Purchaser acknowledges and agrees that (i) Sellers have satisfied the
obligations under Section 5.14 of the Stock Purchase Agreement to deliver
certain contracts and agreements, and (ii) that the "Contract Delivery
Amount" is and shall be zero.
3. New York State Regulatory Approval. The parties acknowledge and
agree that:
(a) the approval of the New York Department of Health to the change-
in-control of CCN resulting from the consummation of the transactions
contemplated by the Stock Purchase Agreement, in connection with CCN's
certification in the State of New York to operate a workers' compensation
preferred provider organization (the "New York WCPPO Approval"), shall not
be a condition to the closing of the transaction under or pursuant to
Section 7.6 or Section 8.6 of the Stock Purchase Agreement.
(b) the failure of Sellers to obtain the New York WCPPO Approval shall
not be a breach of the Stock Purchase Agreement by Sellers, or either of
them, under or pursuant to Article III, Article IV, Section 5.1, or Section
6.2 of the Stock Purchase Agreement.
4. Closing. In accordance with clause (iii) of Section 2.5 of the
Stock Purchase Agreement, the parties hereby mutually agree that the Closing
shall be deemed to occur at 11:59 p.m., Central Time, on August 16, 2001.
CCN's and PW's business on August 16, 2001 shall be conducted in ordinary
course and HCA shall transfer funds to CCN to cover disbursements made by
CCN and PW on August 16, 2001.
5. Closing Date Balance Sheet Matters. The parties agree that the
definitions of the following terms in the Stock Purchase Agreement shall be
amended to the following:
(a) "Closing Date Balance Sheet" shall mean the unaudited combined
balance sheet of the Company as of July 31, 2001, prepared in accordance
with Section 2.3.
(b) "Collections" shall mean the amount collected in respect of the
Closing Date Receivables during the twelve month period following July 31,
2001. All amounts collected that are not attributable to a specific invoice
shall be applied on a first incurred, first paid basis.
6. Payment of Retention Bonus Amounts. Except as provided for in
Section 7 hereof, CCN shall make the bonus payments required under the
Retention Bonus Agreements as are described in Section 2.4 of the Stock
Purchase Agreement (the "Bonus Payments") on HCA's behalf on the date such
payment is due. HCA shall reimburse CCN for 50% of all amounts paid within
five (5) business days from the date each Bonus Payment is made. HCA shall
provide CCN with a schedule of the Bonus Payments no later than five (5)
business days before such payments are required to be made. All amounts
payable by HCA to CCN pursuant to this Section 6 shall be made in
immediately available funds by electronic wire transfer to an account
designated by the recipient.
7. Xxxxxxxx Payments. The parties agree that HCA is the payment
agent for CCN for (i) salary and wages payable to Xxxxxxx Xxxxxxxx, (ii) the
Bonus Payment due to Xx. Xxxxxxxx and (iii) any amounts payable to Xx.
Xxxxxxxx under CCN's incentive compensation plan. ("Incentive
Compensation"). Accordingly, HCA shall pay Xxxxxxx Xxxxxxxx on or before
August 17, 2001 all amounts due Xx. Xxxxxxxx in satisfaction of severance
obligations owed to Xx. Xxxxxxxx (the "Xxxxxxxxx Amount") by CCN, and HCA
shall pay Xx. Xxxxxxxx'x Bonus Payment and Incentive Compensation on the
date such payments are due. First Health shall transfer the Severance Amount
to HCA on August 17, 2001. CCN shall reimburse HCA for 50% of Xx. Xxxxxxxx'x
Bonus Payment and 100% of his Incentive Compensation within five (5)
business days from the date such payments are made All amounts payable by
First Health or CCN to HCA pursuant to this Section 7 shall be made in
immediately available funds by electronic wire transfer to an account
designated by the recipient.
9. No Other Changes; Certificates. Except as set forth herein, all
other terms and conditions of the Stock Purchase Agreement shall remain in
full force and effect. Any certificate delivered pursuant to Article VII or
Article VIII of the Stock Purchase Agreement shall be read in conjunction
with the provisions of this Amendment.
[The following page is the signature page.]
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written.
HCA INC.
By: /s/A. Xxxxx Xxxxx, Jr.
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Senior Vice President - Operations Administration
VH HOLDINGS, INC.
By: /s/ A. Xxxxx Xxxxx, Jr.
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President
FIRST HEALTH GROUP CORP.
By: /s/Xxxxxx X. Xxxxxxx
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President and Chief Operating Officer
