1
EXHIBIT 10.2
October 8, 1999
Xx. Xxxxxxx X. Xxxxxx
Foundation Health Systems, Inc.
00000 Xxxxxx Xxxxxx
Xxxxxxxx Xxxxx, XX 00000
Re: Amendment to Settlement Agreement and Release (the "Settlement
Agreement"), dated September 20, 1999, between Foundation Health
Systems, Inc. ("Foundation") and Per-Se Technologies, Inc. ("Per-Se")
Dear Xxxxxxx:
Pursuant to the terms of the Settlement Agreement, Foundation is
entitled to receive Target Consideration in an amount not to exceed $16,834,616.
As we have discussed, Per-Se will make a $5,000,000 cash payment to Foundation
at the Initial Closing. As a result of this payment, the Target Consideration to
be received by Foundation from the sale of the Settlement Shares and any
Close-out Payment shall be reduced to $11,834,616.
Accordingly, upon delivery of your signature on this letter and the
receipt by Foundation of the $5,000,000 cash payment at the Initial Closing, the
first sentence of Section 1.2 of the Settlement Agreement shall be deleted in
its entirety and shall be replaced with the following:
(a) The "Target Consideration" shall be Eleven Million Eight Hundred
Thirty-Four Thousand Six Hundred Sixteen Dollars ($11,834,616) (the
"Initial Amount") plus the Interest Amount.
Except as set forth herein, the terms and conditions of the Settlement
Agreement shall not be modified and shall remain in full force and effect. For
purposes of the Settlement Agreement, this Letter Agreement is deemed to be
executed in connection therewith. All capitalized terms not otherwise defined
herein shall have the meaning set forth in the Settlement Agreement.
If you are in Agreement with the terms outlined herein, please execute
this letter on behalf of Foundation and return a copy to me at your earliest
convenience.
Sincerely,
/s/ Xxxxxxxx X.X. Xxxxx
---------------------------------
Xxxxxxxx X.X. Xxxxx
As Executive Vice President
of Per-Se Technologies, Inc.
Acknowledged and Agreed:
Foundation Health Systems, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------
Xxxxxxx X. Xxxxxx
Vice President, Asst. General Counsel and Asst. Secretary