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EXHIBIT 99.11
FOURTH AMENDMENT TO
CREDIT AGREEMENT AND CONSENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this "Fourth
Amendment") dated as of July 21, 1997 is entered into by and among WELLPOINT
HEALTH NETWORKS INC., a California corporation ("WellPoint California"),
WELLPOINT HEALTH NETWORKS, INC., a Delaware corporation ("WellPoint Delaware;"
as used herein, the term "Company" refers to WellPoint California before the
Reincorporation Date (as hereafter defined) and WellPoint Delaware thereafter),
each of the financial institutions that is a signatory hereto (the "Banks"),
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as administrative and
bid agent for the Banks (in such capacity, the "Administrative Agent"),
NATIONSBANK OF TEXAS, N.A., as syndication agent for the Banks (in such
capacity, the "Syndication Agent"), and CHASE MANHATTAN BANK, as documentation
agent for the Banks (in such capacity the "Documentation Agent") and amends that
certain Credit Agreement dated as of May 15, 1996 among the Company, the Banks,
the Administrative Agent, Syndication Agent and the Documentation Agent, as
amended by a First Amendment to Credit Agreement dated as of June 28, 1996, a
Second Amendment to Credit Agreement dated as of April 21, 1997 and a Third
Amendment to Credit Agreement dated as of April 21, 1997 (as so amended, the
"Agreement").
RECITALS
A. WellPoint California has advised the Agents and the Banks that it
has organized WellPoint Delaware under the laws of the State of Delaware as a
wholly-owned Subsidiary of WellPoint California. Wellpoint Delaware has
organized a wholly-owned Subsidiary, WLP Acquisition Corp. ("Merger Subsidiary")
solely for purposes of effecting the transactions described below.
B. By letter dated April 18, 0000 XxxxXxxxx Xxxxxxxxxx requested the
Agents and the Banks to consent to (i) the merger of Merger Subsidiary into
WellPoint California, pursuant to which Merger Subsidiary will disappear and
WellPoint California will be the surviving entity and a wholly-owned Subsidiary
of Wellpoint Delaware (the "Reincorporation"), (ii) the concurrent assignment of
WellPoint California's obligations under the Loan Documents to, and the
assumption of WellPoint California's obligations under the Loan Documents by,
WellPoint Delaware (the "Loan Documents Assignment") and (iii) the potential
merger of Blue Cross of California, WellPoint Dental Plan and WellPoint Pharmacy
Plan with and into WellPoint California, and the transfer of the capital stock
of certain of WellPoint California's direct and indirect wholly-owned
Subsidiaries to WellPoint Delaware or its direct and indirect wholly-owned
Subsidiaries (the
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"Reorganization"). Certain portions of the Reorganization may be consummated
before or after the Reincorporation and Loan Document Assignment, but all
transactions relating to the Reorganization shall be consummated within 30 days
of the Reincorporation Date. WellPoint California has also requested that the
Agents and the Banks waive and amend certain sections of the Agreement to permit
the Reincorporation, Loan Document Assignment and the Reorganization and to
reflect the new structure thereafter. The Reincorporation and the Reorganization
are more fully described in WellPoint California's letter and a final proxy
statement dated May 9, 1997 (the "May 1997 Proxy").
C. In requesting these consents, WellPoint California has made
certain representations to the Agents and the Banks. WellPoint California has
represented that, upon the concurrent consummation of the Reincorporation and
the Loan Documents Assignment as contemplated herein, at all times the borrower
under the Agreement-- whether WellPoint California before the Reincorporation or
WellPoint Delaware thereafter -- will directly or indirectly continuously own
the interests in all Subsidiaries, or the assets of such Subsidiaries, which
WellPoint California or its Subsidiaries now own. WellPoint California has also
represented that, after giving effect to these transactions, neither Wellpoint
Delaware nor any of its Subsidiaries will be party to or be bound by the terms
of any agreement or instrument (other than pursuant to any Loan Document) that
prohibits, restrains or imposes materially adverse conditions on the payment of
dividends, except as already set forth in Section 6.23 of the Agreement.
D. Separately, WellPoint California notified the Administrative Agent
of the existence of a Mediation Agreement and Parental Guarantee dated May 15,
1996, a form of which is attached hereto as Exhibit A (the "Parental
Guarantee"). WellPoint California has requested the Agents and the Banks to (i)
waive any Events of Default that may have occurred under the Agreement by reason
of the Parental Guarantee through the date hereof and (ii) to amend the
Agreement to expressly permit the Parental Guarantee, and any replacements
thereof required in connection with the Reincorporation and Reorganization, from
and after the date hereof.
E. In addition, WellPoint California has requested certain amendments
to the Agreement relating to Bid Loans to give the Company more flexibility.
F. The Banks and the Agents are willing to agree to WellPoint
California's requests as set forth above on the terms and conditions set forth
herein.
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NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree as follows:
1. Terms. All terms used herein shall have the same meanings as in
the Agreement unless otherwise defined herein. All references to the Agreement
shall mean the Agreement as hereby amended.
2. Consents; Loan Document Assignment; Waivers. Subject to the timely
satisfaction of the Applicable Conditions relating to each Applicable
Transaction (as such terms are defined in Section 6 below):
2.1 Consent to Reincorporation and Loan Document Assignment. The
Agents and the Banks hereby consent to the Reincorporation and the concurrent
Loan Document Assignment pursuant to Section 11.07 of the Agreement. Effective
as of the date the Reincorporation is consummated (the "Reincorporation Date"),
WellPoint California hereby assigns to WellPoint Delaware, and WellPoint
Delaware hereby agrees to assume and perform, each and every covenant,
agreement, right and obligation of WellPoint California under or in connection
with the Agreement, the Notes and other Loan Documents. From and after the
Reincorporation Date, all references to the "Company" under the Loan Documents
shall be deemed references to WellPoint Delaware for all purposes as fully as
though it had originally signed each Loan Document. From and after the
Reincorporation Date, the Agents and the Banks hereby agree that WellPoint
California shall be released from each and every obligation under the Agreement,
shall have no further liability hereunder to the extent such obligations have
been assumed by WellPoint Delaware, and shall no longer be a party to any Loan
Document.
2.2 Consent to Reorganization; Related Waivers. The Agents and the
Banks hereby consent to the Reorganization, or any portion thereof, and agree
that consummation of the Reorganization, or any part thereof, shall not be
deemed a violation of Sections 7.04(a), 8.03, 8.04 (with respect to transfers in
connection with the Reorganization by and among WellPoint California, WellPoint
Delaware and their respective Subsidiaries), 8.06, 8.12, 8.13 (to the extent
that such transfers by and among WellPoint California, WellPoint Delaware and
their respective Subsidiaries are accomplished by means of Restricted Payments),
9.01(d) (as such subsection refers to other Sections of the Agreement which are
waived in this sentence) and 9.01(m) (to the extent such transfers would be a
default thereunder) of the Agreement. Except to the limited extent necessary to
permit the Reorganization, such Sections shall
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remain in full force and effect before and after the Reorganization.
2.3 Waiver re Parental Guarantee. The Agents and the Banks hereby
waive any Events of Default that may have occurred under the Agreement by reason
of the existence of the Parental Guarantee through the date hereof, including
without limitation, under Sections 8.02, 8.06, 8.12, 9.01(b) and 9.01(d) of the
Agreement.
2.4 Consents and Waivers Specific. The consents and waivers contained
in this Section 2 are specific in time and in intent and do not constitute, nor
should they be construed as, a consent to any other action or waiver of any
other right, power or privilege under the Loan Documents, or under any
agreement, contract, indenture, document or instrument mentioned in the Loan
Documents; nor do they preclude any exercise thereof or the exercise of any
other right, power or privilege, nor shall any future consent to any action or
waiver of any right, power, privilege or default hereunder, or under any
agreement, contract, indenture, document or instrument mentioned in the Loan
Documents, constitute a consent to any other action or waiver of any other
default of the same or of any other term or provision.
3. Amendments to Agreement. The Agents and the Banks hereby agree
that the Agreement is amended as follows:
3.1 Subject to the timely satisfaction of the Applicable Conditions
relating to the Reincorporation, all references to the "Company" shall be
deemed, effective as of the Reincorporation Date, to be references to WellPoint
Delaware. The first paragraph of the Agreement shall be amended by deleting "a
California corporation" and inserting "a Delaware corporation" in lieu thereof.
3.2 Clause (b) of the definition of "Interest Period" in Section 1.01
of the Agreement is hereby amended by deleting "(or, if approved by the Bank
making such Bid Loan, ninth or twelfth month thereafter)" and inserting "(or
such other longer or shorter interest period of any length as the Company may
request in a Competitive Bid Request and any Bank submitting a Competitive Bid
in response thereto may agree)."
3.3 Section 1.01 of the Agreement is hereby amended by inserting the
following new definitions in proper alphabetical order:
"'Loan Documents Assignment' means the assignment,
concurrent with the Reincorporation, of WellPoint California's
obligations under the Loan Documents to, and
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the assumption of WellPoint California's obligations under the Loan
Documents by, WellPoint Delaware, as more fully described in a letter
dated April 18, 1997 from WellPoint California to the Administrative
Agent and in a final proxy statement of WellPoint California dated
May 9, 1997."
"'Parental Guarantee' means the Mediation Agreement and
Parental Guarantee dated May 15, 1996 executed and delivered by
WellPoint California and CaliforniaCare Health Plans, and any
subsequent guaranties having similar provisions that do not broaden
the scope of the obligations of the Company or any of its
Subsidiaries, that may be required to be given by the Company in
connection with the Reincorporation, a copy of which such subsequent
guaranties shall be promptly delivered to the Administrative Agent."
"'Reincorporation' means (i) the merger of WLP Acquisition
Corp., a Delaware corporation, into WellPoint California, pursuant to
which WLP Acquisition Corp., will disappear and WellPoint California
will be the surviving entity and a wholly-owned subsidiary of
Wellpoint Delaware.
"'WellPoint California' means WellPoint Health Networks,
Inc., a California corporation."
"'WellPoint Delaware' means WellPoint Health Networks,
Inc., a Delaware corporation."
3.4 Section 8.02 of the Agreement is hereby amended by deleting "and"
at the end of subsection (e), deleting the period at the end of subsection (f)
and inserting "; and" in lieu thereof, and inserting a new subsection (g) as
follows:
"(g) Indebtedness under the Parental Guarantee."
3.5 Section 8.12 of the Agreement is hereby amended by deleting "and"
at the end of subsection (i), deleting the period at the end of subsection (i)
and inserting "; and" in lieu thereof, and inserting a new subsection (k) as
follows:
"(k) the Parental Guarantee."
3.6 Subject to the timely satisfaction of the Applicable Conditions
relating to each Applicable Transaction, Schedules 6.20, 6.21 and 8.02 to the
Agreement shall be amended and restated, effective as of the date such
Applicable Transaction is completed, in the form of Schedules 6.20, 6.21 and
8.02, respectively, delivered pursuant to Section 6.2(e) of this Fourth
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Amendment. Such revised schedules shall be modified solely to reflect the
Reincorporation, the Loan Documents Assignment and/or the Reorganization, as the
case may be, and shall be in form and substance satisfactory to the
Administrative Agent and the Banks.
3.7 Line 13 under "Fixed Charge Coverage Ratio" in Attachment 1 to
Exhibit F (Compliance Certificate) to the Agreement is amended and restated in
its entirety as follows:
"13. Minimum Fixed Charge Coverage:
For fiscal quarter ending
December 31, 1996 3.00 to 1
For fiscal quarters ending
March 31, 1997, June 30, 1997,
September 30, 1997 and December 31, 1997 2.75 to 1
Thereafter 3.00 to 1"
4. Representations and Warranties. WellPoint California and WellPoint
Delaware jointly and severally represent and warrant to the Banks and the Agents
that, on and as of the date hereof, and after giving effect to this Fourth
Amendment:
4.1 Authorization. The execution, delivery and performance of this
Fourth Amendment have been duly authorized by all necessary corporate action by
WellPoint California and WellPoint Delaware and this Fourth Amendment has been
duly executed and delivered by WellPoint California and WellPoint Delaware.
4.2 Binding Obligation. This Fourth Amendment is the legal, valid and
binding obligation of WellPoint California and WellPoint Delaware, enforceable
against WellPoint California and WellPoint Delaware, in accordance with its
terms, except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or limiting creditors' rights
generally or by equitable principles relating to enforceability.
4.3 No Legal Obstacle to Amendment. The execution, delivery and
performance of this Fourth Amendment will not (a) contravene the terms of
WellPoint California's and WellPoint Delaware's articles or certificate of
incorporation, by-laws or other organization document; (b) conflict with or
result in any breach or contravention of, or the creation of any Lien under, any
document evidencing any Contractual Obligation to which WellPoint California or
WellPoint Delaware is a party or any order, injunction, writ or decree of any
Governmental Authority to which WellPoint California, WellPoint Delaware or
their respective Property is subject; or (c) violate any Governmental Rules
where such violation would reasonably be expected to have a Material Adverse
Effect. Other than as contemplated in
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connection with the Reorganization or referred to in Section 6.2 of this Fourth
Amendment, no approval, consent, exemption, authorization of other action by, or
notice to, or filing with, any Governmental Authority is necessary or required
in connection with the execution, delivery or performance by WellPoint
California or WellPoint Delaware of this Fourth Amendment, or the transactions
contemplated thereby.
4.4 Incorporation of Certain Representations. The representations and
warranties of WellPoint California set forth in Article VI of the Agreement are
true and correct in all respects on and as of the date hereof as though made on
and as of the date hereof, except (a) to the extent such representations and
warranties expressly refer to an earlier date, in which case they shall be true
and correct as of such earlier date, and (b) that the Recapitalization itself
shall not be deemed to have a Material Adverse Effect for purposes of the
representations and warranties in Sections 6.11(b) and (c) of the Agreement.
4.5 Reincorporation/Reorganization Documents. Attached hereto as
Schedule 4.5 is a complete and correct list of the voting agreement, the voting
trust agreement, the registration rights agreement and all other material
consents, documents, agreements, opinions and instruments, including amendments
thereto, relating to the Reincorporation and the Reorganization (the
"Reincorporation/Reorganization Documents").
4.6 Default. After giving effect to this Fourth Amendment, no Default
or Event of Default under the Agreement shall have occurred and be continuing.
4.7 Ownership of Assets. At all times during and after the
consummation of the Reincorporation, the Reorganization and the Loan Documents
Assignment, the entity liable as the borrower under the Agreement will directly
or indirectly own the interests in all Subsidiaries, and the assets of such
subsidiaries, which WellPoint California and its Subsidiaries owned immediately
prior to the commencement of the Reincorporation and Loan Document Assignment.
5. Conditions, Effectiveness. The effectiveness of this Fourth
Amendment shall be subject to the compliance by WellPoint California and
WellPoint Delaware with its agreements herein contained, and to the delivery of
the following to the Administrative Agent in form and substance satisfactory to
the Administrative Agent:
5.1 Corporate Resolutions. A copy of a resolution or resolutions
passed by the Board of Directors of WellPoint California and WellPoint Delaware,
certified by the Secretary or
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an Assistant Secretary of WellPoint California and WellPoint Delaware,
respectively, as being in full force and effect on the date hereof, authorizing
the amendments to the Agreement herein provided for and the execution, delivery
and performance of this Fourth Amendment and any note or other instrument or
agreement required hereunder.
5.2 Authorized Signatories. A certificate, signed by the Secretary or
an Assistant Secretary of WellPoint California and WellPoint Delaware dated as
of the date hereof, as to the incumbency of the person or persons authorized to
execute and deliver this Fourth Amendment and any instrument or agreement
required hereunder on behalf of WellPoint California and WellPoint Delaware,
respectively.
5.3 Other Evidence. Such other evidence with respect to WellPoint
California, WellPoint Delaware or any other person as any Bank may reasonably
request in connection with this Fourth Amendment and the compliance with the
conditions set forth herein.
6. Conditions Precedent to Consent to Reincorporation or
Reorganization. The consent of the Agents and the Banks to any transactions
included as part of the Reincorporation, the Reorganization and the Loan
Documents Assignment (each an "Applicable Transaction") is subject to
satisfaction of the following conditions precedent applicable to such Applicable
Transaction on or before the date all of the actions constituting such
Applicable Transaction are completed, unless all of the Banks, in their sole and
absolute discretion, shall agree otherwise (the conditions applicable to any
particular Applicable Transaction being referred to herein as the "Applicable
Conditions"):
6.1 Reincorporation/Reorganization Documents. The
Reincorporation/Reorganization Documents shall be in form and substance
satisfactory to the Administrative Agent and the Majority Banks, with no
material amendments to the forms of any such documents previously delivered to
the Administrative Agent not consented to by the Majority Banks.
6.2 Delivery of Documents. The Administrative Agent shall have
received all of the following on or before the Reincorporation Date in form and
substance satisfactory to the Administrative Agent in sufficient copies for each
Bank:
(a) Organization Documents. With respect to WellPoint
Delaware and any other material Subsidiary thereof being formed in
connection with the Reincorporation or the Reorganization: (i) the
articles or
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certificate of incorporation of such Persons, certified by the
Secretary of State of its incorporation, and the bylaws of such
Persons, certified by the Secretary or Assistant Secretary of such
Persons; and (ii) a good standing certificate for such Persons from
the Secretary of State (or similar, applicable Governmental
Authority) of its state of incorporation dated as of a recent date.
(b) Reincorporation/Reorganization Documents. True,
correct and complete copies of the Reincorporation/ Reorganization
Documents in substantially final form.
(c) Officer's Certificates. A certificate signed by
Responsible Officers of both WellPoint California and WellPoint
Delaware certifying, representing and warranting that the matters set
forth in Section 6.3 of this Fourth Amendment are true and correct in
all respects on and as of the date of such certificate and were or
will be true and correct as of the date of each Applicable
Transaction as though made on and as of such date.
(d) Debt Ratings. Evidence of the Debt Ratings after
giving effect to the Reincorporation and Reorganization.
(e) Amended Schedules. Amended and restated Schedules
6.20, 6.21 and 8.02 to the Agreement which give effect to the
Reincorporation and Reorganization, which schedules shall be in
compliance with Section 3.6 of this Fourth Amendment.
(f) Opinion of Counsel. Opinions of Xxxxxxx, Xxxxxxx &
Xxxxxxxx LLP and Xxxxxx X. Xxxxxx, Esq., Executive Vice President,
General Counsel and Secretary of WellPoint Delaware and addressed to
the Administrative Agent and the Banks covering (i) the due
organization, incorporation and qualification of WellPoint Delaware,
and (ii) such matters as the Administrative Agent and the Banks may
reasonably request with respect to the Reincorporation, the
Reorganization, the Loan Document Assignment and this Fourth
Amendment.
6.3 Certain Matters. After giving effect to the Reincorporation and
the Reorganization, or any portion thereof:
(a) the representations and warranties of the Company contained in
Article VI of the Agreement are true and correct with respect to WellPoint
Delaware in all respects as though made on and as of such dates, including
without limitation Section 6.23 of the Agreement (No Impairment of Subsidiaries'
Ability to Pay Dividends), except (i) to the extent such representations and
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warranties expressly refer to an earlier date, in which case they shall be true
and correct as of such earlier date, (ii) to the extent such representations and
warranties are modified by the schedules delivered pursuant to Section 6.2(e))
and (iii) that the Recapitalization itself shall not be deemed to have a
Material Adverse Effect for purposes of the representations and warranties in
Sections 6.11(b) and (c) of the Agreement;
(b) the Company directly or indirectly has continuously owned, owns
and will own the interests in all Subsidiaries, or the assets of such
Subsidiaries, which WellPoint California owned directly or indirectly prior to
the Reincorporation or Reorganization;
(c) each Applicable Transaction was completed in all material
respects in accordance with the May 1997 Proxy and WellPoint California's letter
dated April 18, 1997, and all conditions set forth in the
Reincorporation/Reorganization Documents relevant to such Applicable Transaction
were satisfied in the manner set forth therein without any waiver or
modification of any material term or condition thereto not consented to by the
Agents and the Banks and, to such Responsible Officer's knowledge, no person is
in default under any Reincorporation/Reorganization Document;
(d) all material consents, approvals, licenses and/or authorizations
from the California Department of Corporations, the California and Delaware
departments of insurance, the Blue Cross Blue Shield Association ("BCBSA") and
any Governmental Authority or other Person necessary or advisable to complete
each Applicable Transaction were obtained on or before the date of such
Applicable Transaction, and all of such consents, approvals, licenses and/or
authorizations remain in full force and effect;
(e) if and as required for any Applicable Transaction, the approval
by the shareholders of the Company in accordance with the terms of the Company's
articles of incorporation and bylaws was obtained on or prior to the date of
such Applicable Transaction;
(f) the Company and each HMO Subsidiary are in compliance in all
material respects with the requirements of all applicable HMO Regulations and
all other applicable Governmental Rules on a proforma basis as of the date of
such Applicable Transaction;
(g) no legal or arbitral proceedings are pending or, to the knowledge
of the Company, threatened by or before any Governmental Authority with respect
to any Applicable Transaction that seeks to enjoin, restrict or prevent any
Applicable Transaction or otherwise to impose materially adverse conditions
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upon any Applicable Transaction or upon the Company and its Subsidiaries after
consummation thereof;
(h) no Default or Event of Default has occurred and is continuing or
will result therefrom, including without limitation Section 8.15 of the
Agreement (No Impairment of Subsidiaries' Ability to Pay Dividends); and
(i) all Applicable Transactions relating to the Reorganization shall
have been consummated within 30 days of the Reincorporation Date.
6.4 Effectiveness of Third Amendment to Subordinated Term Loan
Agreement and Consent. If the Subordinated Term Loan Agreement dated as of
November 21, 1996, among the Company, the banks party thereto and Bank of
America National Trust and Savings Association, as the administrative agent, is
still in effect, a Third Amendment thereto consenting to the Reincorporation and
Reorganization and waiving and amending sections of such agreement in
substantially the same form as this Fourth Amendment shall have become, or
concurrently therewith is becoming, effective.
6.5 Officer's Certificate re Completion. Promptly following the
completion of the last Applicable Transaction, the Company shall deliver to the
Administrative Agent a certificate of a Responsible Officer:
(a) certifying, representing and warranting that the matters set
forth in Section 6.3 of this Fourth Amendment are true and correct in all
respects on and as of the date of such certificate as though made on and as of
such date; and
(b) describing all Applicable Transactions that were completed and
the timing thereof.
6.6 Pro Forma Financials; Compliance Certificate; Final Documents.
Within 30 days after delivery of the notice referred to in Section 6.5 above,
the Company shall deliver to the Administrative Agent a certificate of a
Responsible Officer attaching:
(a) Pro forma financial consolidating statements of the Company as of
December 31, 1996 giving effect to the Reincorporation and Reorganization;
(b) A Compliance Certificate as of December 31, 1996 signed by a
Responsible Officer substantially in the form of Exhibit F to the Agreement
demonstrating compliance with the financial covenants by the Company on a pro
forma basis after giving effect to the Reincorporation and Reorganization; and
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(c) Copies of the final, executed Reincorporation/ Reorganization
Documents, together with any amendments thereto in effect at that date.
6.7 Other Evidence. Such other evidence with respect to the
Reincorporation, Reorganization, WellPoint Delaware or any other person as any
Bank may reasonably request.
7. Miscellaneous.
7.1 Effectiveness of Agreement. Except as hereby expressly amended,
the Agreement and each other Loan Document shall each remain in full force and
effect, and are hereby ratified and confirmed in all respects on and as of the
date hereof.
7.2 No Waiver. This Fourth Amendment is specific in time and in
intent and does not constitute, nor should it be construed as, a waiver of any
other right, power or privilege under the Loan Documents, or under any
agreement, contract, indenture, document or instrument mentioned in the Loan
Documents; nor does it preclude any exercise thereof or the exercise of any
other right, power or privilege, nor shall any future waiver of any right,
power, privilege or default hereunder, or under any agreement, contract,
indenture, document or instrument mentioned in the Loan Documents, constitute a
waiver of any other default of the same or of any other term or provision.
7.3 Counterparts; All Banks. This Fourth Amendment may be executed in
any number of counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument. This Fourth Amendment shall
become as of the date hereof upon WellPoint California, WellPoint Delaware, all
Banks and the Agents having signed a copy hereof, whether the same or
counterparts, and the same shall have been delivered to the Administrative
Agent.
7.4 Jurisdiction. This Fourth Amendment shall be governed by and
construed under the laws of the State of California.
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IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed and delivered as of the date first written above.
WELLPOINT HEALTH NETWORKS INC.,
a California corporation
By: /s/ XXXXXX X. XXXXXXXXX
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
-----------------------------------
Title: Executive Vice President
----------------------------------
WELLPOINT HEALTH NETWORKS INC.,
a Delaware corporation
By: /s/ XXXXXX X. XXXXXXXXX
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
-----------------------------------
Title: Executive Vice President
----------------------------------
[OTHER SIGNATURE LINES OMITTED]
(Signatures continue)
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EXHIBIT A TO FOURTH AMENDMENT
MEDIATION AGREEMENT
AND
PARENTAL GUARANTEE
The undersigned Primary Licensee and Affiliate Licensee hereby agree to use the
Blue Cross and Blue Shield Association Board-established mediation and mandatory
dispute resolution processes in lieu of legal action between or among another
controlled affiliate, a licensed Plan or Blue Cross and Blue Shield Association.
The undersigned Primary Licensee also certifies that it guarantees to the full
extent of its assets, all of the contractual and financial obligations of the
Affiliate Licensee to its customers.
/s/ Xxxxxxx X. Xxxxxxxxx 5/15/96
------------------------------ --------
Xxxxxxx X. Xxxxxxxxx Date
Chief Executive Officer of
WellPoint Health Networks Inc.
/s/ Xxxxxxx X. Xxxxxxxxx 5/15/96
------------------------------ --------
Xxxxxxx X. Xxxxxxxxx Date
Chairman, Board of Directors
CaliforniaCare Health Plans
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SCHEDULE 4.5
REINCORPORATION/REORGANIZATION DOCUMENTS
1. Amended and Restated Voting Agreement by and among WellPoint
Health Networks Inc., a California corporation ("WellPoint California"),
WellPoint Health Networks Inc., a Delaware corporation ("WellPoint Delaware"),
and California HealthCare Foundation (the "Foundation").
2. Amended and Restated Voting Trust Agreement by and among
Wilmington Trust Co. and the Foundation.
3. Amended and Restated Registration Rights Agreement by and among
WellPoint California, WellPoint Delaware and U.S. Trust Company of California,
NA.
4. Amended and Restated Share Escrow Agent Agreement by and among
WellPoint California, WellPoint Delaware and the Foundation.
5. Blue Cross License Agreement by and between the Blue Cross Blue
Shield Association (the "BCBSA") and WellPoint Delaware.
6. California Blue Cross License Addendum by and between the BCBSA,
WellPoint Delaware and Blue Cross of California.
7. Blue Cross Affiliate License Agreement by and between the BCBSA
and Blue Cross of California.
8. Blue Cross Affiliate License Agreement by and between the BCBSA
and BC Life & Health Insurance Company ("BC Life").
9. Blue Cross Controlled Affiliate License Agreement Applicable to
Life Insurance Companies by and between the BCBSA and BC Life.
10. Order of the California Department of Corporations approving the
Notices of Material Modification filed April 15, 1997 by WellPoint California,
Blue Cross of California, WellPoint Pharmacy Plan and WellPoint Dental Plan.
11. Approval by Department of Insurance of the State of Delaware to
change in direct and indirect ownership of UNICARE Life & Health Insurance
Company.
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12. Approval of Department of Insurance of the State of California to
change in direct and indirect ownership of BC Life & Health Insurance Company
and UNICARE Insurance Company.
13. Approval of Department of Insurance of the State of Texas to
change in direct and indirect ownership of UNICARE of Texas Health Plans, Inc.
14. Certificate of Ownership of WellPoint Health Networks Inc.
effecting the short-form merger of Blue Cross of California, WellPoint Dental
Plan and WellPoint Pharmacy Plan into WellPoint California.
15. Approval of formation of new Delaware holding company structure
by shareholders of WellPoint Health Networks Inc., a California corporation.
16. Approval by Blue Cross Shield Association of assignment of
various license agreements.
17. Undertakings dated as of July 31, 1997 made by WellPoint
Delaware, WellPoint California Services, Inc. and Blue Cross of California to
the California Department of Corporations.
18. Agreement and Plan of Reorganization dated as of July 22, 1997
by and among WellPoint Delaware, WellPoint Health Networks Inc., a California
corporation, and WLP Acquisition Corp., and the Agreement of Merger dated as of
such date between such parties.
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