0001104659-06-017394 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 16th, 2006 • Universal American Financial Corp • Life insurance • New York

EMPLOYMENT AGREEMENT, dated as of March 9, 2004 (this “Agreement”), by and among Universal American Financial Corp. (“Universal”), Heritage Health Systems, Inc. (the “Company”) and Theodore Carpenter, Jr. (“Executive”).

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WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 16th, 2006 • Universal American Financial Corp • Life insurance • New York

THIS WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Waiver and Amendment”) is entered into as of December 30, 2005, among UNIVERSAL AMERICAN FINANCIAL CORP., a New York corporation (the “Borrower”), the Banks party to the Credit Agreement (hereinafter defined) and BANK OF AMERICA, N.A., as the Administrative Agent for the Banks.

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 16th, 2006 • Universal American Financial Corp • Life insurance • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of June 2, 2005, among UNIVERSAL AMERICAN FINANCIAL CORP., a New York corporation (the “Borrower”), the Banks party to the Credit Agreement (hereinafter defined) and BANK OF AMERICA, N.A., as the Administrative Agent for the Banks.

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