EXHIBIT 1 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 15, 2000Credit Agreement • December 22nd, 2000 • Sierra Health Services Inc • Hospital & medical service plans • California
Contract Type FiledDecember 22nd, 2000 Company Industry Jurisdiction
INDENTUREIndenture • May 20th, 2003 • Sierra Health Services Inc • Hospital & medical service plans • New York
Contract Type FiledMay 20th, 2003 Company Industry Jurisdiction
andFirst Supplemental Indenture • October 30th, 1995 • Sierra Health Services Inc • Hospital & medical service plans
Contract Type FiledOctober 30th, 1995 Company Industry
Exhibit 10.7 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT is made and dated as of December 14, 1999 (the "Third Amendment") among SIERRA HEALTH SERVICES, INC. (the "Company"), the Banks party to the Credit Agreement...Credit Agreement • March 24th, 2000 • Sierra Health Services Inc • Hospital & medical service plans • California
Contract Type FiledMarch 24th, 2000 Company Industry Jurisdiction
ARTICLE 1Purchase and Sale Agreement • March 28th, 2001 • Sierra Health Services Inc • Hospital & medical service plans • Nevada
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Trust Indenture Indenture Act Section Section --------------- --------- (S) 310(a)(1)........................ 6.9 (a)(2)........................ 6.9 (a)(3)........................ Not Applicable (a)(4)........................ Not Applicable...Indenture • October 6th, 1995 • Sierra Health Services Inc • Hospital & medical service plans • California
Contract Type FiledOctober 6th, 1995 Company Industry Jurisdiction
Exhibit 10.13 SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS ------------------------------------------ This Settlement Agreement and Release of Claims ("Settlement Agreement"), entered into as of the 8th day of October, 2001, and intended to be effective...Settlement Agreement • March 29th, 2002 • Sierra Health Services Inc • Hospital & medical service plans • Texas
Contract Type FiledMarch 29th, 2002 Company Industry Jurisdiction
EXHIBIT 10.2 GUARANTY GUARANTY dated August 23, 2000 (the "Guaranty") made by each of the companies listed on Schedule 1 together with any future Subsidiary, if any, of Sierra Health Services, Inc., a Nevada corporation ("Sierra") (as hereinafter...Guaranty • November 14th, 2000 • Sierra Health Services Inc • Hospital & medical service plans • California
Contract Type FiledNovember 14th, 2000 Company Industry Jurisdiction
RECITALSLoan Agreement • August 14th, 2000 • Sierra Health Services Inc • Hospital & medical service plans • Nevada
Contract Type FiledAugust 14th, 2000 Company Industry Jurisdiction
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 18th, 1999 • Sierra Health Services Inc • Hospital & medical service plans • California
Contract Type FiledMarch 18th, 1999 Company Industry Jurisdiction
ARTICLE IEmployment Agreement • March 29th, 2002 • Sierra Health Services Inc • Hospital & medical service plans • Nevada
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TOEmployment Agreement • August 14th, 1997 • Sierra Health Services Inc • Hospital & medical service plans
Contract Type FiledAugust 14th, 1997 Company Industry
SECURITY AGREEMENT This SECURITY AGREEMENT (as it may be amended, supplemented or otherwise modified from time to time, this "Agreement") is dated as of August 23, 2000 and is made by and among each of the companies listed on Schedule VII hereto, and...Security Agreement • November 14th, 2000 • Sierra Health Services Inc • Hospital & medical service plans • California
Contract Type FiledNovember 14th, 2000 Company Industry Jurisdiction
ARTICLE I EMPLOYMENT/DUTIES AND POWERSEmployment Agreement • March 24th, 2000 • Sierra Health Services Inc • Hospital & medical service plans • Nevada
Contract Type FiledMarch 24th, 2000 Company Industry Jurisdiction
AMENDMENT NO. 1 TO LOAN AGREEMENT Pursuant to Section 8.7 of the Loan Agreement, this Amendment No.1 to the Loan Agreement dated as of April 10, 2000, is hereby amended as of May 22, 2001 as follows: The definition of "Termination Date" set forth in...Loan Agreement • August 14th, 2002 • Sierra Health Services Inc • Hospital & medical service plans
Contract Type FiledAugust 14th, 2002 Company Industry
RECITALSCredit Agreement • November 14th, 2000 • Sierra Health Services Inc • Hospital & medical service plans • California
Contract Type FiledNovember 14th, 2000 Company Industry Jurisdiction
ARTICLE I EMPLOYMENT/DUTIES AND POWERSEmployment Agreement • March 28th, 2001 • Sierra Health Services Inc • Hospital & medical service plans • Nevada
Contract Type FiledMarch 28th, 2001 Company Industry Jurisdiction
WITNESSETH WHEREAS, Employer is a publicly traded company engaged in the business of providing managed health care services through subsidiary companies; WHEREAS, Employee has expertise and experience in providing managed health care services; and,...Employment Agreement • March 27th, 1998 • Sierra Health Services Inc • Hospital & medical service plans • Nevada
Contract Type FiledMarch 27th, 1998 Company Industry Jurisdiction
RECITALSSplit Dollar Life Insurance Agreement • March 28th, 2001 • Sierra Health Services Inc • Hospital & medical service plans
Contract Type FiledMarch 28th, 2001 Company Industry
AGREEMENT AND PLAN OF MERGER by and among UNITEDHEALTH GROUP INCORPORATED, SAPPHIRE ACQUISITION, INC. and SIERRA HEALTH SERVICES, INC. Dated as of March 11, 2007Merger Agreement • March 13th, 2007 • Sierra Health Services Inc • Hospital & medical service plans • Nevada
Contract Type FiledMarch 13th, 2007 Company Industry JurisdictionThis AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 11, 2007, is by and among UnitedHealth Group Incorporated, a Minnesota corporation (“Parent”), Sapphire Acquisition, Inc., a corporation organized under the laws of the State of Nevada and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Sierra Health Services, Inc., a Nevada corporation (the “Company”).
ARTICLE IV OTHER EMPLOYMENT Employee shall devote all of his time, attention, knowledge, and skills solely to the business and interest of Employer, unless otherwise authorized by the Employer, and Employer shall be entitled to all of the income,...Employment Agreement • August 14th, 1997 • Sierra Health Services Inc • Hospital & medical service plans • Nevada
Contract Type FiledAugust 14th, 1997 Company Industry Jurisdiction
EXHIBIT 10.13 AMENDMENT NO. 2 TO THE ASSET SALE AND PURCHASE AGREEMENT THIS AMENDMENT ("Amendment") is entered into as of October 31, 1998, by and between Kaiser Foundation Health Plan of Texas, a Texas non-profit corporation ("Seller"), and Texas...Asset Sale and Purchase Agreement • March 18th, 1999 • Sierra Health Services Inc • Hospital & medical service plans • Texas
Contract Type FiledMarch 18th, 1999 Company Industry Jurisdiction
CREDIT AGREEMENTCredit Agreement • November 14th, 2000 • Sierra Health Services Inc • Hospital & medical service plans • California
Contract Type FiledNovember 14th, 2000 Company Industry Jurisdiction
DUE 2023Resale Registration Rights Agreement • May 20th, 2003 • Sierra Health Services Inc • Hospital & medical service plans • New York
Contract Type FiledMay 20th, 2003 Company Industry Jurisdiction
CREDIT AGREEMENT Dated as of March 3, 2003 among SIERRA HEALTH SERVICES, INC., as Borrower, and Certain Subsidiaries of the Borrower from time to time party hereto, as Guarantors, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and The...Credit Agreement • March 25th, 2003 • Sierra Health Services Inc • Hospital & medical service plans • New York
Contract Type FiledMarch 25th, 2003 Company Industry Jurisdiction
AMENDMENT NO. 2 TO LOAN AGREEMENT Pursuant to Section 2.4 of the Loan Agreement, this Amendment No. 2 to the Loan Agreement dated as of August 11, 1997 and amended June 30, 1998, is hereby amended as of April 10, 2000 as follows: The definition of...Loan Agreement • March 28th, 2001 • Sierra Health Services Inc • Hospital & medical service plans
Contract Type FiledMarch 28th, 2001 Company Industry
BetweenContract With Eligible Medicare+choice Organization • March 29th, 2002 • Sierra Health Services Inc • Hospital & medical service plans
Contract Type FiledMarch 29th, 2002 Company Industry
AMENDMENT NO. 3 TO LOAN AGREEMENT Pursuant to Section 8.7 of the Loan Agreement, this Amendment No. 3 to the Loan Agreement dated as of August 11, 1997 and amended June 30, 1998 and April 10, 2000, is hereby amended as of May 22, 2001 as follows: The...Loan Agreement • August 14th, 2002 • Sierra Health Services Inc • Hospital & medical service plans
Contract Type FiledAugust 14th, 2002 Company Industry
EXHIBIT 10.1 MASTER PURCHASE AND SALE AGREEMENTMaster Purchase and Sale Agreement • August 14th, 1998 • Sierra Health Services Inc • Hospital & medical service plans • Texas
Contract Type FiledAugust 14th, 1998 Company Industry Jurisdiction
EMPLOYMENT AGREEMENTEmployment Agreement • April 11th, 2007 • Sierra Health Services Inc • Hospital & medical service plans • Nevada
Contract Type FiledApril 11th, 2007 Company Industry JurisdictionThis Agreement is made this day of April 6, 2007 , by and between SIERRA HEALTH SERVICES, Inc., a Nevada Corporation, of Las Vegas, Nevada (hereinafter referred to as "Employer"), and Marc R. Briggs, (hereinafter referred to as "Employee").
AMENDMENT NO. 1 TO LOAN AGREEMENT Pursuant to Section 2.4 of the Loan Agreement, this Amendment No. 1 to the Loan Agreement dated as of August 11, 1997, is hereby amended as of June 30, 1998, as follows: The definition of "Termination Date" set forth...Loan Agreement • March 28th, 2001 • Sierra Health Services Inc • Hospital & medical service plans
Contract Type FiledMarch 28th, 2001 Company Industry
INDEMNITY AGREEMENTIndemnification Agreement • March 13th, 2007 • Sierra Health Services Inc • Hospital & medical service plans • Nevada
Contract Type FiledMarch 13th, 2007 Company Industry JurisdictionTHIS INDEMNITY AGREEMENT is made and entered into as of __________, 2007, by and between Sierra Health Services, Inc., a Nevada corporation (the “Company”), and __________ (the “Indemnitee”), as an “Agent” (as defined herein) of the Company.
TOEmployment Agreement • August 14th, 1997 • Sierra Health Services Inc • Hospital & medical service plans
Contract Type FiledAugust 14th, 1997 Company Industry
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT between SIERRA HEALTH SERVICES, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYRights Agreement • March 29th, 2002 • Sierra Health Services Inc • Hospital & medical service plans
Contract Type FiledMarch 29th, 2002 Company Industry
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • December 16th, 2004 • Sierra Health Services Inc • Hospital & medical service plans
Contract Type FiledDecember 16th, 2004 Company IndustryThis Addendum to the November 16, 2000 Employment Agreement between Sierra Health Services, Inc., a Nevada Corporation (hereinafter referred to as "Employer"), and Anthony M. Marlon, M.D. (hereinafter referred to as "Employee"), attached hereto and incorporated herein by reference is effective as of December 13, 2004 . This Addendum shall modify, amend and supersede any conflicting or inconsistent language contained in the previously executed Employment Agreement.