Standard Contracts
FORM OF UNDERWRITING AGREEMENT ------------------------------Underwriting Agreement • October 28th, 2002 • Wellchoice Inc • Hospital & medical service plans • New York
RECITALSRegistration Rights Agreement • October 28th, 2002 • Wellchoice Inc • Hospital & medical service plans • New York
between Forest City Myrtle Associates, LLC as Landlord -and- Empire HealthChoice, Inc. d/b/a Blue Cross Blue Shield as TenantLease Agreement • September 24th, 2002 • Wellchoice Inc • Hospital & medical service plans • New York
BLUE SHIELD LICENSE AGREEMENT (Includes revisions, if any, adopted by Member Plans through their June 13, 2002 meeting)License Agreement • September 24th, 2002 • Wellchoice Inc • Hospital & medical service plans • Illinois
BETWEENMaster Services Agreement • November 4th, 2002 • Wellchoice Inc • Hospital & medical service plans • New York
AGREEMENT ---------Registration Rights Agreement • December 19th, 2002 • Wellchoice Inc • Hospital & medical service plans • New York
Exhibit 2.3 ----------- TRANSFER AGREEMENT ------------------Transfer Agreement • October 21st, 2002 • Wellchoice Inc • Hospital & medical service plans • New York
Exhibit 10.17 AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT AMENDMENT NO. 1, dated as of November 1, 2002 (this "Amendment"), to and under the Credit and Guaranty Agreement, dated as of October 17, 2002, among WellChoice, Inc., as Borrower and...Credit and Guaranty Agreement • November 5th, 2002 • Wellchoice Inc • Hospital & medical service plans • New York
BETWEENSoftware License and Support Agreement • September 24th, 2002 • Wellchoice Inc • Hospital & medical service plans • New York
BLUE SHIELD LICENSE AGREEMENT (Includes revisions, if any, adopted by Member Plans through their June 16, 2005 meeting)Blue Shield License Agreement • August 3rd, 2005 • Wellchoice Inc • Hospital & medical service plans • Illinois
( ) Notwithstanding any other provision in this Agreement, BCBSA shall have the right, with the approval of its Board of Directors, to assess additional fines against the terminated entity during the Transition in the event it fails to maintain and provide access to provider networks as defined by Federal Employee Program agreements and National Program policies and procedures, and/or pass on applicable discounts. Such fines shall be in addition to any other assessments, fees or liquidated damages payable herein, or under existing policies and programs and shall be imposed to make whole BCBSA and/or the Plans. Terminated entity shall pay any such fines to BCBSA no later than 30 days after they are approved by the Board of Directors.
BLUE CROSS LICENSE AGREEMENT (Includes revisions, if any, adopted by Member Plans through their June 16, 2005 meeting)Blue Cross License Agreement • August 3rd, 2005 • Wellchoice Inc • Hospital & medical service plans • Illinois
EXHIBIT 9.1 VOTING TRUST AND DIVESTITURE AGREEMENT BY AND AMONG WELLCHOICE, INC., THE NEW YORK PUBLIC ASSET FUNDVoting Trust and Divestiture Agreement • December 19th, 2002 • Wellchoice Inc • Hospital & medical service plans • Delaware
Re: Change of Control RetentionChange of Control Retention Agreement • December 20th, 2004 • Wellchoice Inc • Hospital & medical service plans • New York
WellChoice, Inc. (“WellChoice”) and you have entered into a Change of Control Retention Agreement, dated as of December 23, 2002 (the “Change of Control Agreement”) and the Board of Directors of WellChoice desires to amend the Change of Control Agreement (this “Amendment”). Accordingly, in consideration of the foregoing and the mutual agreements herein contained, the Change of Control Agreement is amended as follows:
LOGO] THE BANK OF NEW YORKCredit and Guaranty Agreement • October 21st, 2002 • Wellchoice Inc • Hospital & medical service plans • New York
WELLCHOICE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 14th, 2004 • Wellchoice Inc • Hospital & medical service plans • New York
AMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • October 18th, 2004 • Wellchoice Inc • Hospital & medical service plans • New York
AMENDMENT NO. 3, dated as of October 15, 2004 (this “Amendment”), to the Credit and Guaranty Agreement, dated as of October 17, 2002, among WellChoice, Inc., as Borrower and guarantor thereunder, Empire HealthChoice Assurance, Inc. and Empire HealthChoice HMO, Inc., as Applicants, the Lenders party thereto, The Bank of New York, as Issuing Bank, HSBC Bank USA and Wachovia Bank, National Association, as Co-Syndication Agents, and The Bank of New York, as Administrative Agent (as amended, supplemented or otherwise modified, the “Credit and Guaranty Agreement”).
International Business Machines Corporation New Orchard Road Armonk, New York 10504 October 27, 2004 Ms. Gloria McCarthy Executive Vice President and Chief Operating Officer WellChoice, Inc. New York, New York 10036Master Services Agreement • February 14th, 2005 • Wellchoice Inc • Hospital & medical service plans • New York
This letter agreement (“Letter”) is between International Business Machines Corporation (“IBM”) and WellChoice, Inc. (“WellChoice”).
WELLCHOICE SUPPLEMENTAL PLANS TRUST AGREEMENTTrust Agreement • July 23rd, 2004 • Wellchoice Inc • Hospital & medical service plans • New York
TRUST AGREEMENT made and entered into as of the 1st day of June, 2004, by and between WellChoice, Inc., a corporation organized under the laws of the State of Delaware (hereinafter referred to as the “Company”) and THE BANK OF NEW YORK, a New York banking corporation (hereinafter referred to as the “Trustee”).
Re: Change of Control RetentionChange of Control Retention Agreement • December 20th, 2004 • Wellchoice Inc • Hospital & medical service plans • New York
WellChoice, Inc. (“WellChoice”) and you have entered into a Change of Control Retention Agreement, dated as of February 11, 2003 (the “Change of Control Agreement”) and the Board of Directors of WellChoice desires to amend the Change of Control Agreement (this “Amendment”). Accordingly, in consideration of the foregoing and the mutual agreements herein contained, the Change of Control Agreement is amended as follows:
AMENDMENT NO. 4 TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • October 19th, 2005 • Wellchoice Inc • Hospital & medical service plans • New York
AMENDMENT NO. 4, dated as of October 14, 2005 (this “Amendment”), to the Credit and Guaranty Agreement, dated as of October 17, 2002, among WellChoice, Inc., as Borrower and guarantor thereunder, Empire HealthChoice Assurance, Inc. and Empire HealthChoice HMO, Inc., as Applicants, the Lenders party thereto, The Bank of New York, as Issuing Bank, HSBC Bank USA and Wachovia Bank, National Association, as Co-Syndication Agents, and The Bank of New York, as Administrative Agent (as amended, supplemented or otherwise modified, the “Credit and Guaranty Agreement”).
ANDSeparation Agreement • March 10th, 2003 • Wellchoice Inc • Hospital & medical service plans
FORM OF WELLCHOICE, INC.Stock Option Agreement • July 23rd, 2004 • Wellchoice Inc • Hospital & medical service plans • Delaware
Re: Change of Control RetentionChange of Control Retention Agreement • December 20th, 2004 • Wellchoice Inc • Hospital & medical service plans • New York
WellChoice, Inc. (“WellChoice”) and you have entered into a Change of Control Retention Agreement, dated as of December 18, 2002 (the “Change of Control Agreement”) and the Board of Directors of WellChoice desires to amend the Change of Control Agreement (this “Amendment”). Accordingly, in consideration of the foregoing and the mutual agreements herein contained, the Change of Control Agreement is amended as follows:
WELLCHOICE, INC.Restricted Stock Unit Award Agreement • February 12th, 2004 • Wellchoice Inc • Hospital & medical service plans • Delaware
AMENDMENT NO. 2 TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • October 24th, 2003 • Wellchoice Inc • Hospital & medical service plans • New York
AMENDMENT NO. 2, dated as of October 16, 2003 (this “Amendment”), to the Credit and Guaranty Agreement, dated as of October 17, 2002, among WellChoice, Inc., as Borrower and guarantor thereunder, Empire HealthChoice Assurance, Inc. and Empire HealthChoice HMO, Inc., as Applicants, the Lenders party thereto, The Bank of New York, as Issuing Bank, HSBC Bank USA and Wachovia Bank, National Association, as Co-Syndication Agents, and The Bank of New York, as Administrative Agent (as amended, supplemented or otherwise modified, the “Credit and Guaranty Agreement”).
