**Exhibit10.5**

 

**STOCKPURCHASE AGREEMENT**

 

This Stock PurchaseAgreement (this “Agreement”) is made as of September 17, 2003, by andbetween FCG Management Services, LLC, a Delaware limited liability company (the“Company”), and The Trustees of the University of Pennsylvania, a non-profitcorporation incorporated under the laws of the Commonwealth of Pennsylvania,owner and operator of the University of Pennsylvania Health System and itsaffiliates (“Seller”).  The Company andSeller are collectively referred to herein as the “parties.”

 

**RECITALS**

 

A.                                   TheCompany and its ultimate parent entity, First Consulting Group, Inc. (“FCGI”)desire to purchase the outstanding minority interests held in the Company bySeller and New York and Presbyterian Hospital.

 

B.                                     Sellerowns 52 Class B Units of the Company (collectively, the “Units”).

 

C.                                     Sellerdesires to sell to the Company, and the Company desires to purchase fromSeller, the Units for consideration consisting of One Million Eight HundredSixty Thousand Dollars ($1,860,000) (the “Consideration”).

 

D.                                    Aspart of the transaction described above, the parties will terminate thatcertain Investor Rights Agreement dated April 11, 2001 by and among theCompany, FCG Management Holdings, Inc. (a wholly owned subsidiary of FCGI) andthe Seller (the “Investor Rights Agreement”), which includes acceleration bythe parties of the put/call options set forth in Section 3 of suchagreement.

 

**AGREEMENT**

 

NOW, THEREFORE, in consideration of the premises andthe mutual promises herein made, and in consideration of the representations,warranties, and covenants herein contained, the Company and Seller agree asfollows:

 

# **1.**                                      PURCHASE AND SALE OF THE UNITS.

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###### On and subject to theterms and conditions of this Agreement, the Company agrees to purchase fromSeller, and Seller agrees to sell to the Company, the Units.  Further, the parties agree to accelerate theput/call options set forth in Section 3 of the Investor Rights Agreementand terminate the Investor Rights Agreement effective with the Closing (asdefined in Section 2 below).  Asfull and complete consideration for the foregoing, the Company agrees to paythe Consideration to the Seller.

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# **2.**                                      CLOSING.

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###### The closing (the“Closing”) of the transaction shall occur concurrently with the execution ofthis Agreement, or at such other time mutually agreeable to the parties.  At the Closing, the Seller shall deliver tothe Company (i) a duly executed stock power for transfer of the Units to theCompany; and (ii) a duly executed copy of this Agreement.  At the Closing, the Company shall deliver tothe Seller (i) the Consideration via wire transfer to an account specified inwriting by Seller; and (ii) a duly executed copy of this Agreement.  Effective with the Closing, (i) Seller shallcease to be a “Member” of the Company; and (ii) the Investor Rights Agreement,including, but not limited to, the put and call options set forth inSection 3 thereof, shall terminate and be of no further force and effect.

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# **3.**                                      REPRESENTATIONS AND WARRANTIES.

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###### (a)                                  Representationsand Warranties of Seller.  Sellerrepresents and warrants to the Company as follows:

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(i)                                     Authorizationof Transaction.  All corporateaction on the part of the Seller, its officers, directors and stockholdersnecessary for the authorization, execution and delivery of this Agreement andthe performance of all obligations of the Seller hereunder has been taken.  This Agreement has been duly executed anddelivered by the Seller and constitutes a valid and legally binding obligationof

 

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the Seller, enforceable in accordance with its terms,except (i) as limited by applicable bankruptcy, insolvency, reorganization,moratorium and other laws of general application affecting enforcement ofcreditors’ rights generally, and (ii) as limited by laws relating to theavailability of specific performance, injunctive relief or other equitableremedies.

 

(ii)                                  Noncontravention.  To Seller’s knowledge, neither the executionand the delivery of this Agreement, nor the consummation of the transactionscontemplated hereby, will conflict with, result in a breach of, or constitute adefault under, any agreement to which Seller is a party.

 

(iii)                               Brokers’Fees.  Seller has no liability orobligation to pay any fees or commissions to any broker, finder, or agent withrespect to the transactions contemplated by this Agreement for which theCompany could become liable or obligated.

 

(iv)                              Units.  Seller is the sole beneficial holder andrecord holder of the Units, and has good and marketable title to the Units,free and clear of any and all covenants, conditions, restrictions, liens,security interests and claims, other than those arising under applicablesecurities laws and this Agreement Sellerhas the absolute and unrestricted right, power and authority to sell, transferand assign the Units to the Company pursuant to this Agreement.  The sale of the Units is not subject to any right of first refusal or offer,right of co-sale or other right restricting or otherwise encumbering the Unitsincluded in any agreement to which Seller is a party.  Upon payment for, and delivery of, the Units in accordance withthe terms of this Agreement, good and marketable title to the Units, free andclear of any liens, claims, encumbrances, security interests or other adverseclaims whatsoever will be transferred to, and vested in, the Company.

 

(v)                                 Consents.  Seller has made, filed, given or obtained(or will make, file, give or obtain) (a) all consents, approvals orauthorizations of, expiration or termination of any waiting period requirementsof, or filings, registrations, qualifications, declarations or designationswith or by any governmental or political subdivision or department thereof, anygovernmental regulatory body, commission, board, bureau, agency orinstrumentality, or any court or arbitrator or alternative dispute resolutionbody, in each case whether domestic or foreign, federal, state or local(“Governmental Authority”) that are required prior to the Closing to be made,filed, given or obtained by Seller or controlling persons with, to or from anyGovernmental Authority in connection with this Agreement and (b) all consents,approvals and waivers required prior to the Closing to be given by, or obtainedfrom, any person or entity to or by Seller in connection with the consummationof the Agreement, the failure of which would reasonably be expected to have amaterial adverse effect on Seller, prevent or impair the ability of Seller toperform any of its obligations under this Agreement or delay, prevent or impairthe consummation of any of the transactions contemplated by this Agreement.

 

(vi)                              Information.  Sellerhas been afforded the opportunity (A) to ask such questions as Seller deemednecessary of, and to receive answers from, representatives of the Companyconcerning the operations and prospects of the Company and (B) to obtain suchadditional information which the Company possesses or can acquire that Sellerdeems necessary or appropriate to receive to form a decision on whether toenter into this transaction, including, but not limited to, information thatcan be found in the public filings of the Company’s parent, First ConsultingGroup, Inc.

 

(vii)                           GeneralSolicitation.  Seller, nor any person acting on Seller’s behalf, hasoffered or sold any of the Units by any form of general solicitation or generaladvertising.

 

(viii)                        Experience.  Seller hereby represents and warrants thatit has such knowledge and experience in financial and business matters that itis capable of evaluating the merits and risks of selling the Units.

 

###### (b)                                 Representationsand Warranties of the Company.  TheCompany represents and warrants to Seller as follows:

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(i)                                     Organizationof the Company.  The Company is acorporation duly organized, validly existing, and in good standing under thelaws of the State of Delaware.

 

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(ii)                                  Authorizationof Transaction.  All corporateaction on the part of the Company, its officers, directors and stockholdersnecessary for the authorization, execution and delivery of this Agreement andthe performance of all obligations of the Company hereunder has beentaken.  This Agreement has been dulyexecuted and delivered by the Company and constitutes a valid and legallybinding obligation of the Company, enforceable in accordance with its terms,except (i) as limited by applicable bankruptcy, insolvency, reorganization,moratorium and other laws of general application affecting enforcement ofcreditors’ rights generally, and (ii) as limited by laws relating to theavailability of specific performance, injunctive relief or other equitableremedies.

 

(iii)                               Noncontravention.  Neither the execution and the delivery ofthis Agreement, nor the consummation of the transactions contemplated hereby,will conflict with, result in a breach of, or constitute a default under, anyagreement to which the Company is a party.

 

(iv)                              Consents.  The Company has made, filed, given orobtained (a) all consents, approvals or authorizations of, expiration ortermination of any waiting period requirements of, or filings, registrations,qualifications, declarations or designations with or by any GovernmentalAuthority that are required prior to the Closing to be made, filed, given orobtained by the Company or controlling persons with, to or from any GovernmentalAuthority in connection with this Agreement and (b) all consents, approvals andwaivers required prior to the Closing to be given by, or obtained from, anyperson or entity to or by the Company in connection with the consummation ofthe Agreement, the failure of which would reasonably be expected to have amaterial adverse effect on the Company, prevent or impair the ability of theCompany to perform any of its obligations under this Agreement or delay,prevent or impair the consummation of any of the transactions contemplated bythis Agreement.

 

# **4.**                                      COVENANTS.

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The parties agree asfollows with respect to the period following the Closing:

 

###### (a)                                  General.  In case at any time after the Closing anyfurther action is necessary or desirable to carry out the purposes of thisAgreement, the parties agree to take such further action (including theexecution and delivery of such further instruments and documents) as any otherparty reasonably may request.

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###### (b)                                 Confidentiality.  Each party will maintain in confidence, andwill cause its directors, officers, employees, agents and advisors to maintainin confidence, and not use to the detriment of the other party, any written,oral or other information obtained in confidence from the other party inconnection with this Agreement or the transactions contemplated hereby, unless(i) such information is already known to such party or to others not bound by aduty of confidentiality or such information becomes publicly available throughno fault of such party, (ii) the use of such information is necessary orappropriate in making any filing with or obtaining any consent or approval ofany governmental body or agency required for the consummation of thetransactions contemplated by this Agreement, or (iii) the furnishing or use ofsuch information is required by legal proceedings.

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# **5.**                                      MISCELLANEOUS.

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###### (a)                                  Counsel.  The parties have had the opportunity toconsult with counsel in connection with this Agreement and the matters relatedthereto.

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###### (b)                                 Expense.  Each party to this Agreement will bear itsrespective expenses incurred in connection with the preparation, execution andperformance of this Agreement and the transactions contemplated hereby,including all fees and expenses of agents, representatives, counsel andaccountants.

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###### (c)                                  Notices.  All notices, requests, demands and othercommunications which are required or may be given under this Agreement shall bein writing and shall be deemed to have been duly given when received ifpersonally delivered; when transmitted if transmitted by telecopy, electronicor digital transmission method; the day after it is sent, if sent for next daydelivery to a domestic address by recognized overnight delivery service (e.g.,Federal Express); and upon receipt, if sent by certified or registered mail,return receipt requested.  In each casenotice shall be sent to (i) the Company at its corporate office in Long Beach,California (Attn: General Counsel); or

 

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###### (ii) the Seller at the address set forth on thesignature page hereto; or (iii) such other place and with such other copies aseither party may designate as to itself by written notice to the others.

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###### (d)                                 EntireAgreement.  This Agreement(including the documents referred to herein) constitutes the entire agreementamong the parties and supersedes any prior understandings, agreements orrepresentations by or among the parties, written or oral, to the extent theyrelated in any way to the subject matter hereof.

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###### (e)                                  Enforcementof this Agreement.  The partieshereto agree that irreparable damage would occur in the event that any of theprovisions of this Agreement were not performed in accordance with its specificterms or was otherwise breached.  It isaccordingly agreed that the parties shall be entitled to an injunction orinjunctions to prevent breaches of this Agreement and to enforce specificallythe terms and provisions hereof, this being in addition to any other remedy towhich they are entitled at law or in equity.

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###### (f)                                    Successionand Assignment.  This Agreementshall be binding upon and inure to the benefit of the parties named herein andtheir respective successors and permitted assigns.  No party may assign either this Agreement or any of its rights,interests, or obligations hereunder without the prior written approval of theother party.

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###### (g)                                 Counterparts.  This Agreement may be executed in one ormore counterparts, each of which shall be deemed an original but all of whichtogether will constitute one and the same instrument.

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###### (h)                                 Headings.  The section headings contained in thisAgreement are inserted for convenience only and shall not affect in any way themeaning or interpretation of this Agreement.

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###### (i)                                     GoverningLaw.  This Agreement shall begoverned by and construed in accordance with the domestic laws of the State ofPennsylvania, without giving effect to the choice or conflict of law principlesthereof.

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###### (j)                                     Amendmentsand Waivers.  No amendment of anyprovision of this Agreement shall be valid unless the same shall be in writingand signed by the Company and Seller. No waiver by any party of any default, misrepresentation, or breach ofwarranty or covenant hereunder, whether intentional or not, shall be deemed toextend to any prior or subsequent default, misrepresentation or breach ofwarranty or covenant hereunder or affect in any way any rights arising byvirtue of any prior or subsequent such occurrence.

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###### (k)                                  Severability.  Any term or provision of this Agreement thatis invalid or unenforceable in any situation in any jurisdiction shall notaffect the validity or enforceability of the remaining terms and provisionshereof or the validity or enforceability of the offending term or provision inany other situation or in any other jurisdiction.

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###### (l)                                     Survival.  The representations and warranties of theparties contained herein shall survive the Closing and continue in full forceand effect thereafter.

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###### IN WITNESS WHEREOF, theparties hereto have executed and delivered this Agreement as of the date firstabove written.

 
| **FCG MANAGEMENT SERVICES, LLC,**a Delaware limited liability company | **TRUSTEES OF THE UNIVERSITY OF  PENNSYLVANIA,**                                                                                   |
|-----------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------|
|                                                                  | a Pennsylvania  non-profit corporation and owner and  operator of the University of Pennsylvania Health System  and its affiliates |
|                                                                  |                                                                                                                               |
| By:                                                                   | /s/ Michael A. Zuercher                                                                                                            |   | By: | /s/ | Ralph W. Muller |   |
| Name:  Michael A. Zuercher                                       | Name:                                                                                                                              | Ralph W. Muller |
| Title:  Secretary                                                | Title: Chief Executive  Officer, University of  Pennsylvania Health System                                                         |
|                                                                       |                                                                                                                                    |  |  |  |  |  |

 

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