1 EXHIBIT C =================================================================== ============= CREDIT AGREEMENTCredit Agreement • March 19th, 2001 • Universal American Financial Corp • Life insurance • New York
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 7th, 1999 • Universal American Financial Corp • Life insurance • New York
Exhibit 10(k) CREDIT AGREEMENTCredit Agreement • April 2nd, 2003 • Universal American Financial Corp • Life insurance • New York
EXHIBIT 99.1 UNIVERSAL AMERICAN FINANCIAL CORP. FOR IMMEDIATE RELEASE --------------------- UNIVERSAL AMERICAN FINANCIAL CORP. SIGNS DEFINITIVE --------------------------------------------------- AGREEMENT TO ACQUIRE PYRAMID LIFE INSURANCE...Acquisition Agreement • December 24th, 2002 • Universal American Financial Corp • Life insurance
amongShareholders Agreement • August 13th, 1999 • Universal American Financial Corp • Life insurance • New York
CREDIT AGREEMENT dated as of December 10, 1997 between UNIVERSAL AMERICAN FINANCIAL CORP., as Borrower and THE CHASE MANHATTAN BANK, as LenderCredit Agreement • April 29th, 1998 • Universal American Financial Corp • Life insurance • New York
1 EXHIBIT EEmployment Agreement • March 19th, 2001 • Universal American Financial Corp • Life insurance • New York
CREDIT AGREEMENT for $350,000,000 Term Loan Facility and $150,000,000 Revolving Credit Facility Dated as of September 18, 2007 among UNIVERSAL AMERICAN FINANCIAL CORP., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender...Credit Agreement • November 9th, 2007 • Universal American Financial Corp • Hospital & medical service plans • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of September 18, 2007, among UNIVERSAL AMERICAN FINANCIAL CORP., a New York corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
1 EXHIBIT DEmployment Agreement • March 19th, 2001 • Universal American Financial Corp • Life insurance • New York
Published CUSIP Number: _________ AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 1st, 2004 • Universal American Financial Corp • Life insurance • New York
AMONGPurchase Agreement • January 7th, 1999 • Universal American Financial Corp • Life insurance • New York
VOTING AGREEMENTVoting Agreement • January 7th, 1999 • Universal American Financial Corp • Life insurance • New York
EXHIBIT 1.1Underwriting Agreement • July 17th, 2001 • Universal American Financial Corp • Life insurance • New York
toSenior Indenture • December 10th, 2004 • Universal American Financial Corp • Life insurance • New York
BY AND AMONGPurchase Agreement • December 24th, 2002 • Universal American Financial Corp • Life insurance • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 1st, 1997 • Universal American Financial Corp • Life insurance • New York
AGREEMENT NO. 060100 AGREEMENT made as of the fourteenth day of September 2000 by and between ALICOMP, a division of ALICARE, Inc., with Corporate offices at 730 Broadway, New York, New York 10003 and Infocrossing Inc. formerly known as Computer...Data Processing Agreement • December 23rd, 2003 • Universal American Financial Corp • Life insurance • New York
JOINT FILING AGREEMENTJoint Filing Agreement • October 25th, 2006 • Universal American Financial Corp • Life insurance
The undersigned acknowledge and agree that the foregoing Amendment to Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
VOTING AGREEMENT BY AND AMONG CVS CAREMARK CORPORATION AND THE SHAREHOLDERS PARTY HERETO DATED AS OF DECEMBER 30, 2010Voting Agreement • January 4th, 2011 • Universal American Corp. • Hospital & medical service plans • New York
VOTING AGREEMENT, dated as of December 30, 2010 (this “Agreement”), by and among CVS CAREMARK CORPORATION, a Delaware corporation (“Parent”), and each of the Persons listed on Schedule 1 hereto (each, a “Shareholder”).
STOCKHOLDERS’ AGREEMENTStockholders' Agreement • November 9th, 2007 • Universal American Financial Corp • Hospital & medical service plans • New York
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of September 21, 2007 among Universal American Financial Corp., a New York corporation (the “Company”), and the securityholders listed on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant to the terms hereof) (each, a “Stockholder” and, collectively, the “Stockholders”).
SECURITIES PURCHASE AGREEMENT among UNIVERSAL AMERICAN FINANCIAL CORP. and THE SEVERAL INVESTORS PARTY HERETO Dated as of May 7, 2007Securities Purchase Agreement • May 11th, 2007 • Universal American Financial Corp • Life insurance • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 7, 2007, is entered into by and among Universal American Financial Corp., a New York corporation (“Parent”), Lee-Universal Holdings, LLC (“Lee”), Welsh, Carson, Anderson & Stowe X, L.P. (“WCAS”), Union Square Universal Partners, L.P. (“Union Square”), Perry Partners, L.P., Perry Partners International, Inc., Perry Commitment Fund, L.P. and Perry Commitment Master Fund, L.P. (the afore-named Perry entities are referred to herein collectively as “Perry”). Lee, WCAS, Union Square and Perry are herein sometimes referred to each as an “Investor” and collectively as the “Investors”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2007 • Universal American Financial Corp • Life insurance • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of May 7, 2007 among Universal American Financial Corp., a New York corporation (the “Company”), and the other parties named on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant to the terms hereof) (each, a “Holder” and, collectively, the “Holders”).
JOINT FILING AGREEMENTJoint Filing Agreement • May 9th, 2011 • Caremark Ulysses Holding Corp. • Hospital & medical service plans
The undersigned acknowledge and agree that the foregoing Amendment to Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among UNIVERSAL AMERICAN FINANCIAL CORP., MH ACQUISITION I CORP., MH ACQUISITION II LLC, MHRX LLC, MEMBERHEALTH, INC.Merger Agreement • May 11th, 2007 • Universal American Financial Corp • Life insurance • New York
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of May 7, 2007, is entered into by and among UNIVERSAL AMERICAN FINANCIAL CORP., a New York corporation (“Parent”), MH ACQUISITION I CORP., a Delaware corporation and wholly owned subsidiary of Parent (the “Delaware Corp. Merger Sub”), MH ACQUISITION II LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (the “Delaware LLC Merger Sub” and, together with the Delaware Corp. Merger Sub, collectively, the “Merger Subs”), MHRx LLC, a Delaware limited liability company (“MHRx”), MemberHealth, Inc., an Ohio corporation and wholly owned subsidiary of MHRx (the “Company”), and Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership (“WCAS IX”), as the Shareholder Representative hereunder.
GUARANTEE AGREEMENT by and between UNIVERSAL AMERICAN FINANCIAL CORP. and WILMINGTON TRUST COMPANY Dated as of March 22, 2007Guarantee Agreement • March 28th, 2007 • Universal American Financial Corp • Life insurance • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of March 22, 2007, is executed and delivered by Universal American Financial, a New York corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Universal American Statutory Trust VI, a Delaware statutory trust (the “Issuer”).
7,000,000 Shares UNIVERSAL AMERICAN FINANCIAL CORP. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2005 • Universal American Financial Corp • Life insurance • New York
Universal American Financial Corp., a New York corporation (the “Company”), and the selling shareholders set out in Schedule 2 to this Agreement (the “Selling Shareholders”), propose to sell an aggregate of 7,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the 7,000,000 shares of the Firm Stock, 2,000,000 are being sold by the Company and 5,000,000 by the Selling Shareholders, in the amounts set forth opposite each Selling Shareholder’s name in Schedule 2 hereto. In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to an additional 1,050,000 shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from th
SETTLEMENT AGREEMENT AND AMENDMENT TO MERGER AGREEMENTSettlement Agreement and Amendment to Merger Agreement • March 11th, 2008 • Universal American Financial Corp • Hospital & medical service plans • New York
This Settlement Agreement, dated as of March 5, 2008 (the “Agreement”), is made and entered into among Universal American Corp., a New York corporation (“Universal American”), Welsh, Carson, Anderson & Stowe IX, L.P., a Delaware limited partnership, solely in its capacity as the Shareholder Representative (the “Shareholder Representative”) under that Agreement and Plan of Merger and Reorganization dated as of May 7, 2007 (the “Merger Agreement”) pursuant to which, on September 21, 2007, Universal American acquired by means of certain mergers all of the capital stock of MemberHealth, Inc. (“MemberHealth”), a wholly owned subsidiary of MHRx LLC (“MHRx”), and Lee-Universal Holdings, LLC, Welsh, Carson, Anderson & Stowe X, L.P., Union Square Universal Partners, L.P., Perry Partners, L.P., Perry Partners International, Inc., Perry Capital, LLC, Perry Private Opportunities Fund, L.P. and Perry Private Opportunities Offshore Fund, L.P. (collectively, the “Equity Investors”).
INDEMNITY REINSURANCE AGREEMENT between AMERICAN EXCHANGE LIFE INSURANCE COMPANY (Ceding Company) and COMMONWEALTH ANNUITY AND LIFE INSURANCE COMPANY (Reinsurer) Effective as of April 1, 2009Indemnity Reinsurance Agreement • October 30th, 2009 • Universal American Corp. • Hospital & medical service plans
THIS INDEMNITY REINSURANCE AGREEMENT (the “Agreement”), effective as of April 1, 2009, is made and entered into by and between AMERICAN EXCHANGE LIFE INSURANCE COMPANY, a Texas stock life and health insurance company (the “Ceding Company”) and COMMONWEALTH ANNUITY AND LIFE INSURANCE COMPANY, a Massachusetts stock life insurance company (the “Reinsurer”).
BY AND AMONGAgreement and Plan of Merger • March 10th, 2004 • Universal American Financial Corp • Life insurance • New York
JOINT FILING AGREEMENTJoint Filing Agreement • September 21st, 2001 • Universal American Financial Corp • Life insurance
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Amendment No. 1 to Schedule 13D, to which this Agreement is attached as an Exhibit and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned.
QUOTA SHARE REINSURANCE AGREEMENT (hereafter referred to as the “Agreement”) by and between Pennsylvania Life Insurance Company (hereafter referred to as “Company”) and PharmaCare Captive Re, Ltd. (hereafter referred to as “Reinsurer”) (collectively,...Quota Share Reinsurance Agreement • November 9th, 2005 • Universal American Financial Corp • Life insurance • New York
INDEMNITY REINSURANCE AGREEMENT between CONSTITUTION LIFE INSURANCE COMPANY (Ceding Company) and COMMONWEALTH ANNUITY AND LIFE INSURANCE COMPANY (Reinsurer) Effective as of April 1, 2009Indemnity Reinsurance Agreement • October 30th, 2009 • Universal American Corp. • Hospital & medical service plans
THIS INDEMNITY REINSURANCE AGREEMENT (the “Agreement”), effective as of April 1, 2009, is made and entered into by and between CONSTITUTION LIFE INSURANCE COMPANY, a Texas stock life and health insurance company (the “Ceding Company”) and COMMONWEALTH ANNUITY AND LIFE INSURANCE COMPANY, a Massachusetts stock life insurance company (the “Reinsurer”).
TO: John WardleEmployment Agreement • January 6th, 2011 • Universal American Corp. • Hospital & medical service plans
Universal American Corp. (“UAM”) has entered into an Agreement and Plan of Merger among UAM, CVS Caremark Corporation (“CVS”) and a merger subsidiary formed by CVS (the “Merger Agreement”), pursuant to which UAM will become a direct or indirect wholly owned subsidiary of CVS (the “Merger”) effective as of the Effective Time, as defined in the Merger Agreement (the “Effective Time”). You, CVS and UAM hereby agree that from and after the Effective Time you will continue your employment with UAM or its successor pursuant to the terms provided in this cover letter and the attached Term Sheet, which is incorporated herein by reference (the “Term Sheet”). Effective as of the Effective Time the agreement embodied in the Term Sheet shall supersede and replace your existing employment agreement with UAM dated March 7, 2008 (as amended) and any and all equity award agreements pertaining to any equity awards you hold as of the Effective Time under any equity award plans or programs of UAM. The Te
AMENDMENT NO. 1 TO SEPARATION AGREEMENTSeparation Agreement • March 9th, 2011 • Universal American Corp. • Hospital & medical service plans
This AMENDMENT NO. 1 TO SEPARATION AGREEMENT, dated as of March 8, 2011 (this "Amendment"), by and among Universal American Corp., a New York corporation (the "Company"), Universal American Spin Corp. (f/k/a Ulysses Spin Corp.), a Delaware corporation ("Newco"), and, solely for the limited purposes specified in the Separation Agreement (as defined below), CVS Caremark Corporation, a Delaware corporation ("Parent").
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 29th, 2010 • Universal American Corp. • Hospital & medical service plans • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July 27, 2010, among UNIVERSAL AMERICAN CORP., a New York corporation (the “Borrower”), the Lenders party to the Credit Agreement (hereinafter defined) and BANK OF AMERICA, N.A., as the Administrative Agent for the Lenders.
