Health Net 2009 Annual Report Download - page 168

9. Amendment of Sections 1.4(e)(viii), 1.4(e)(ix)(D) and 1.4(g).
(a) References in Section 1.4(e)(viii) to Section 1.4(e)(vii) shall be replaced with references to Section 1.4(e)(viii).
References in Section 1.4(e)(viii) to Schedule F shall be replaced with references to Schedule 4.6(b).
(b) References in Section 1.4(e)(ix)(D) or Section 1.4(g) to Section 1.4(f) shall be replaced with references to Section 1.4
(g).
10. Amendments of Section 9.1.
(a) The definition of “Adjusted Tangible Net Equity Payments” in Section 9.1 shall be amended and replaced in its entirety
with the following:
“Adjusted Tangible Net Equity Payments” means the Closing Adjusted Tangible Net Equity Amount, the First
Anniversary Adjusted Tangible Net Equity Payment, the Second Anniversary Adjusted Tangible Net Equity Payment, and
any Excess Adjusted Tangible Net Equity Payments.
(b) The following definition shall be added to Section 9.1 in appropriate alphabetical order:
“United” means, collectively, Oxford Health Insurance, Inc. and UnitedHealthcare Insurance Company.
(c) The definition of “Unreserved Claims” in Section 9.1 shall be amended and replaced in its entirety with the following:
“Unreserved Claims” means (i) claims attributable to the business under the NJ Medicaid Contract with occurrence
dates after the Medicaid Transfer Date, if applicable, or, if Buyer has made the Buyer Medicaid Election, after June 30,
2010, (ii) claims attributable to the business under the Medicare Revenue Contract with occurrence dates after the Closing
Date and through December 31, 2010, taking into account Seller’s entitlement to and liability for the 2010 Actual Medicare
Profit/Loss Amount (except that from and after the time that the 2010 Actual Medicare Profit/Loss Amount has been paid
in accordance with Section 1.4(b)(iii), it shall not be so taken into account), and (iii) claims attributable to the business
under the Medicare Revenue Contract with occurrences dates on or after January 1, 2011.
11. No Further Amendment. Except as expressly amended hereby, the Purchase Agreement is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment is limited
precisely as written and shall not be deemed to be an amendment to any other term or condition of the Purchase Agreement or any of
the documents referred to therein.
12. Effect of Amendment. This Amendment shall form a part of the Purchase Agreement for all purposes, and each party thereto
and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the
Purchase Agreement shall be deemed a reference to the Purchase Agreement as amended hereby. This Amendment shall be deemed
to be in full force and effect from and after the execution of this Amendment by the parties hereto.
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