**Exhibit10.84**

 

**THIRD AMENDMENT TO 364-DAY CREDITAGREEMENT**

 

**THIS THIRD AMENDMENT TO 364-DAYCREDIT AGREEMENT**(this “Amendment”), dated as of March26, 2004, is entered into among **WELLPOINT HEALTH NETWORKS INC.**, a Delawarecorporation (the “Borrower”), the Lenders identified on the signaturepages hereto as the existing Lenders (the “Existing Lenders”), theLenders identified on the signature pages hereto as the new Lenders (the “NewLenders”), **BANK OF AMERICA, N.A.**, as administrative agent for the Lenders(in such capacity, the “Administrative Agent”) and **JPMORGAN CHASE BANK**, assyndication agent (in such capacity, the “Syndication Agent”).  Terms used but not otherwise defined hereinshall have the meanings provided in the Existing Credit Agreement describedbelow.

 

**W I T NE S S E T H**

 

**WHEREAS**, theBorrower, the Lenders party thereto, the Administrative Agent and theSyndication Agent entered into that certain Credit Agreement, dated as of March30, 2001, as amended by that certain First Amendment to 364-Day CreditAgreement, dated as of March 29, 2002, as amended by that certain SecondAmendment to 364-Day Credit Agreement, dated as of March 28, 2003 (the “ExistingCredit Agreement”);

 

**WHEREAS**, the Borrower has requested toextend the Commitment Termination Date for an additional 364 day period, andthe Existing Lenders have agreed to extend their respective Commitments andamend the Existing Credit Agreement in accordance with such request and asprovided herein; and

 

**WHEREAS**, the Borrower, the Existing Lendersand the New Lenders have agreed that the New Lenders shall become parties tothe Existing Credit Agreement (as amended hereby).

 

**NOW, THEREFORE**, in consideration of theagreements hereinafter set forth, and for other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, theparties hereto agree as follows:

 

**PART I**

**DEFINITIONS**

 

**SUBPART 1.1**  Certain Definitions.  Unless otherwise defined herein or thecontext otherwise requires, the following terms used in this Amendment,including its preamble and recitals, have the following meanings:

 

“Amended CreditAgreement” means the Existing Credit Agreement as amended hereby.

 

“Amendment No.3 Effective Date” is defined in Subpart 3.1.

 

**SUBPART 1.2**  Other Definitions.  Unless otherwise defined herein or thecontext otherwise requires, terms used in this Amendment, including itspreamble and recitals, have the meanings provided in the Existing CreditAgreement.

 

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**PART II**

**AMENDMENTSTO EXISTING CREDIT AGREEMENT**

 

Effective on (and subjectto the occurrence of) the Amendment No. 3 Effective Date, the Existing CreditAgreement is hereby amended in accordance with this Part II.

 

**SUBPART 2.1 **Amendments to Section 1.01.  The definition of “Commitment TerminationDate” is hereby amended in its entirety to read as follows:

 

“CommitmentTermination Date” shall mean the date 364 days following March 26, 2004.

 

**SUBPART 2.2 **Amendments to Schedule 2.01.  Schedule 2.01 of the Existing CreditAgreement is hereby replaced with Schedule 2.01 attached hereto.

 

**PART III**

**CONDITIONSTO EFFECTIVENESS**

 

**SUBPART 3.1**  Amendment No. 3 Effective Date.  This Amendment shall be and become effectiveas of the date hereof (the “Amendment No. 3 Effective Date”) when all ofthe conditions set forth in this Part III shall have been satisfied, andthereafter this Amendment shall be known, and may be referred to, as the “Amendment”.

 

**SUBPART 3.2  **Execution of Counterparts of Amendment.  The Administrative Agent shall have receivedcounterparts of this Amendment, which collectively shall have been dulyexecuted on behalf of each of the Borrower, the Existing Lenders, the NewLenders, the Administrative Agent and the Syndication Agent.

 

**SUBPART 3.3 **Fees and Expenses.  The Borrower has paid all fees and expensesincurred in connection with the negotiation, preparation, execution anddelivery of this Amendment and the other transactions contemplated hereinincluding, without limitation, the legal fees and expenses of Moore & VanAllen, counsel to the Administrative Agent.

 

**SUBPART 3.4**  Other Items.  The Administrative Agent shall have receivedsuch other documents, agreements or information that may be reasonablyrequested by the Administrative Agent.

 

**PART IV**

**JOINDER OF NEW LENDERS**

 

From and after the Amendment No. 3 Effective Date,each of the New Lenders shall be a party to and be bound by the provisions ofthe Existing Credit Agreement (as amended hereby) and shall have the rights andobligations of a Lender thereunder.

 

Each New Lender (i) confirms that it has received acopy of the Existing Credit Agreement and such other documents and informationas it has deemed appropriate to make its own credit analysis and decision toenter into this Amendment; (ii) agrees that it will, independently and withoutreliance upon the Administrative Agent or any other Lender and based on suchdocuments and information as it shall deem appropriate at the time, continue to

 

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make its own creditdecisions in taking or not taking action under the Existing Credit Agreement(as amended hereby); (iii) appoints and authorizes the Administrative Agent totake such action as agent on its behalf and to exercise such powers anddiscretion under the Existing Credit Agreement (as amended hereby) as aredelegated to the Administrative Agent by the terms thereof, together with suchpowers and discretion as are reasonably incidental thereto; (iv) agrees that itwill perform in accordance with their terms all of the obligations that by theterms of the Existing Credit Agreement (as amended hereby) are required to beperformed by it as a Lender; and (v) which is not a United States person shallhave attached all forms required under Section 2.18(e) of the Existing CreditAgreement.

 

**PART V**

**MISCELLANEOUS**

 

**SUBPART 5.1**  Representations and Warranties.  The Borrower hereby represents and warrantsto the Administrative Agent, the Existing Lenders and the New Lenders that,after giving effect to this Amendment, (a) no Default or Event of Defaultexists under the Amended Credit Agreement and (b) the representations andwarranties set forth in Article III of the Existing Credit Agreement are,subject to the limitations set forth therein, true and correct in all materialrespects as of the date hereof (except for those which expressly relate to anearlier date).

 

**SUBPART 5.2**  Reaffirmation of obligations.  The Borrower hereby ratifies the ExistingCredit Agreement and acknowledges and reaffirms (a) that it is bound by allterms of the Existing Credit Agreement applicable to it and (b) that it isresponsible for the observance and full performance of its respectiveobligations under the Existing Credit Agreement.

 

**SUBPART 5.3**  Cross-References.  References in this Amendment to any Part orSubpart are, unless otherwise specified, to such Part or Subpart of this Amendment.

 

**SUBPART 5.4**  Instrument Pursuant to Existing CreditAgreement.  This Amendment isexecuted pursuant to the Existing Credit Agreement and shall (unless otherwiseexpressly indicated therein) be construed, administered and applied inaccordance with the terms and provisions of the Existing Credit Agreement.

 

**SUBPART 5.5 **References in Other Credit Documents.  At such time as this Amendment shall becomeeffective pursuant to the terms of Subpart 3.1, all references to the“Credit Agreement” in the Existing Credit Agreement shall be deemed to refer tothe Existing Credit Agreement as amended by this Amendment.

 

**SUBPART 5.6**  Counterparts/Telecopy.  This Amendment may be executed by theparties hereto in several counterparts, each of which shall be deemed to be anoriginal and all of which shall constitute together but one and the sameagreement.  Delivery of executedcounterparts of the Amendment by telecopy shall be effective as an original andshall constitute a representation that an original shall be delivered.

 

**SUBPART 5.7**  Governing Law.  THIS AMENDMENT SHALL BE DEEMED TO BE ACONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW,BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES).

 

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**SUBPART 5.8**  Successors and Assigns.  This Amendment shall be binding upon andinure to the benefit of the parties hereto and their respective successors andassigns.

 

**SUBPART 5.9**  General.  Except as amended hereby, the Existing Credit Agreement and allother Credit Documents shall continue in full force and effect.

 

[Remainder of Page Intentionally Left Blank]

 

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**IN WITNESS WHEREOF**,the parties hereto have executed this Third Amendment to 364-Day CreditAgreement as of the date first above written.

 
| **BORROWER**: | **WELLPOINT HEALTH NETWORKS INC.,**a Delaware corporation |
|---------------|-----------------------------------------------------------|
|          |                                                      |
|          | By:                                                       |   | /s/ R. David Kretschmer |   |
|          | Name:                                                     |   | R. David Kretschmer |   |
|          | Title:                                                    |   | Vice President and  Treasurer |   |
|               |                                                           |  |  |  |  |  |  |

 

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| **ADMINISTRATIVE AGENT**: |   | **BANK OF AMERICA, N.A.** |
|---------------------------|--------|---------------------------|
|                      |   |
|                      | By:    |                      | /s/ Kevin L. Ahart |   |
|                      | Name:  |                      | Kevin L. Ahart |   |
|                      | Title: |                      | Assistant Vice  President |   |
|                           |        |                           |  |  |  |  |  |

 

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| **SYNDICATION AGENT**: | **JPMORGAN CHASE BANK** |
|------------------------|-------------------------|
|                   |                    |
|                   | By:                     |   | /s/ James S. Ely III |   |
|                   | Name:                   |   | James S. Ely III |   |
|                   | Title:                  |   | Managing Director |   |
|                        |                         |  |  |  |  |  |

 

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| EXISTING LENDERS: | **BANK OF AMERICA, N.A.** |
|-------------------|---------------------------|
|              |                      |
|              |                      |
|              | By:                       |   | /s/ Joseph L. Corah |   |
|              | Joseph L. Corah           |
|              | Principal                 |

 

 

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|   | **BANK ONE, N.A.** |
|--------|--------------------|
|   |               |
|   |               |
|   | By:                |   | /s/ Vincent K. Kelly |   |
|   | Name:              | Vincent K. Kelly |
|   | Title:             | Managing Director |

 

 

[signature pages continue]

 

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|   | **JPMORGAN CHASE BANK** |
|--------|-------------------------|
|   |                    |
|   |                    |
|   | By:                     |   | /s/ James S. Ely III |   |
|   | Name:                   | James S. Ely III |
|   | Title:                  | Managing Director |
|        |                         |  |  |  |  |

 

 

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|   | **CITICORP USA, INC.** |
|--------|------------------------|
|   |                   |
|   |                   |
|   | By:                    |   | /s/ Peter C. Bickford |   |
|   | Name:                  | Peter C. Bickford |
|   | Title:                 | Vice President |
|        |                        |  |  |  |  |

 

 

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|   | **MELLON BANK, N.A.** |
|--------|-----------------------|
|   |                  |
|   |                  |
|   | By:                   |   | Marsha Wicker |   |
|   | Name:                 | Marsha Wicker |
|   | Title:                | VP |
|        |                       |  |  |  |  |

 

 

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|   | **CREDIT SUISSE FIRST BOSTON,  CAYMAN ISLANDS BRANCH** |
|--------|--------------------------------------------------------|
|   |                                                   |
|   |                                                   |
|   | By:                                                    |   | /s/ Paul L. Colon |   |
|   | Name:                                                  | Paul L. Colon |
|   | Title:                                                 | Director |
|   |                                                   |   |
|   |                                                   |   |
|   | By:                                                    |   | /s/ Jennifer A. Pieza |   |
|   | Name:                                                  | Jennifer A. Pieza |
|   | Title:                                                 | Associate |
|        |                                                        |  |  |  |  |

 

 

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|   | **THE BANK OF NEW YORK** |
|--------|--------------------------|
|   |                     |
|   |                     |
|   | By:                      |   | /s/ Rebecca K. Levine |   |
|   | Name:                    | Recebba K. Levine |
|   | Title:                   | Vice President |
|        |                          |  |  |  |  |

 

 

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|   | **SUNTRUST BANK** |
|--------|-------------------|
|   |              |
|   |              |
|   | By:               |   | /s/ W. Brooks Hubbard |   |
|   | Name:             | W. Brooks Hubbard |
|   | Title:            | Director |
|        |                   |  |  |  |  |

 

 

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|   | **DEUTSCHE BANK AG NEW YORK BRANCH** |
|--------|--------------------------------------|
|   |                                 |
|   |                                 |
|   | By:                                  |   | /s/ Ruth Leung |   |
|   | Name:                                | Ruth Leung |
|   | Title:                               | Director |
|   |                                 |
|   |                                 |
|   | By:                                  |   | /s/ Charles Kohler |   |
|   | Name:                                | Charles Kohler |
|   | Title:                               | Managing Director |
|        |                                      |  |  |  |  |

 

 

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|   | **LEHMAN BROTHERS BANK, FSB** |
|--------|-------------------------------|
|   |                          |
|   |                          |
|   | By:                           |   | /s/ Gary T. Taylor |   |
|   | Name:                         | Gary T. Taylor |
|   | Title:                        | Vice President |
|        |                               |  |  |  |  |

 

 

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|   | **WACHOVIA BANK, NATIONAL  ASSOCIATION** |
|--------|------------------------------------------|
|   |                                     |
|   |                                     |
|   | By:                                      |   | /s/ Kimberly Shaffer |   |
|   | Name:                                    | Kimberly Shaffer |
|   | Title:                                   | Director |
|        |                                          |  |  |  |  |

 

 

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|   | **BNP PARIBAS** |
|--------|-----------------|
|   |            |
|   |            |
|   | By:             |   | /s/ C. Bettles |   |
|   | Name:           | C. Bettles |
|   | Title:          | Managing Director |
|   |            |
|   |            |
|   | By:             |   | /s/ Janice S. H. Ho |   |
|   | Name:           | Janice S. H. Ho |
|   | Title:          | Director |
|        |                 |  |  |  |  |

 

 

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|   | **SUMITOMO MITSUI BANKING  CORPORATION** |
|--------|------------------------------------------|
|   |                                     |
|   |                                     |
|   | By:                                      |   | /s/ Al Galluzzo |   |
|   | Name:                                    | Al Galluzzo |
|   | Title:                                   | Senior Vice President |
|        |                                          |  |  |  |  |

 

 

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|   | **SOCIETE GENERALE** |
|--------|----------------------|
|   |                 |
|   |                 |
|   | By:                  |   | /s/ David Grant |   |
|   | Name:                | David Grant |
|   | Title:               | Managing Director |
|        |                      |  |  |  |  |

 

 

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|   | **BANCA DI ROMA** |
|--------|-------------------|
|   |              |
|   |              |
|   | By:               |   | /s/ Richard G. Dietz |   |
|   | Name:             | Richard G. Dietz  (#97271) |
|   | Title:            | Vice President |
|   |              |
|   |              |
|   | By:               |   | /s/ Luca Balestra |   |
|   | Name:             | Luca Balestra (#25050) |
|   | Title:            | Senior Vice President  and Manager |
|        |                   |  |  |  |  |

 

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|   | **THE BANK OF TOKYO-MITSUBISHI LTD.,  SEATTLE BRANCH** |
|--------|--------------------------------------------------------|
|   |                                                   |
|   |                                                   |
|   | By:                                                    |   | /s/ Junji Ban |   |
|   | Name:                                                  | Junji Ban |
|   | Title:                                                 | General Manager |

 

 

[signature pagescontinue]

 

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|   | **WELLS FARGO BANK** |
|--------|----------------------|
|   |                 |
|   |                 |
|   | By:                  |   | /s/ Lucy Nixon |   |
|   | Name:                | Lucy Nixon |
|   | Title:               | Senior Vice President |

 

 

[signature pagescontinue]

 

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|   | **U.S. BANK, NATIONAL ASSOCIATION** |
|--------|-------------------------------------|
|   |                                |
|   |                                |
|   | By:                                 |   | /s/ L. Alec Blanc III |   |
|   | Name:                               | L. Alec Blanc III |
|   | Title:                              | Senior Vice President |

 

 

[signature pagescontinue]

 

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| NEW LENDERS: | **CREDIT LYONNAIS NEW YORK BRANCH** |
|--------------|-------------------------------------|
|         |                                |
|         |                                |
|         | By:                                 |   | /s/ Charles Heidsieck |   |
|         | Name:                               | Charles Heidsieck |   |
|         | Title:                              | Senior Vice President |   |

 

 

[signature pagescontinue]

 

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|   | **UBS LOAN FINANCE LLC**      |
|--------|-------------------------------|
|   |                          |
|   |                          |
|   | By:                           |   | /s/ Wilfred V. Saint |   |
|   | Wilfred V. Saint              |
|   | Director                      |
|   | Banking Products  Services US |
|   |                          |
|   |                          |
|   | By:                           |   | /s/ Joselin Fernandes |   |
|   | Joselin Fernandes             |
|   | Associate Director            |
|   | Banking Products  Services US |
|        |                               |  |  |  |  |

 

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**SCHEDULE 2.01**

 

**COMMITMENTS**

**(364-Day Credit Agreement)**

 
| **Lender**                                         |   | **Commitment  Amount** |           | **Commitment  Percentage** |          |
|----------------------------------------------------|--------|------------------------|----------------|----------------------------|---------------|
| Bank of America, N.A.                              |   | $                      | 17,500,000     |                       | 7.000000000   | % |
| JPMorgan Chase Bank                                |   | $                      | 17,500,000     |                       | 7.000000000   | % |
| Bank One, N.A.                                     |   | $                      | 15,000,000     |                       | 6.000000000   | % |
| Citicorp USA, Inc.                                 |   | $                      | 15,000,000     |                       | 6.000000000   | % |
| Mellon Bank, N.A.                                  |   | $                      | 12,500,000     |                       | 5.000000000   | % |
| Credit Suisse First Boston                         |   | $                      | 13,312,500     |                       | 5.325000000   | % |
| The Bank of New York                               |   | $                      | 12,500,000     |                       | 5.000000000   | % |
| SunTrust Bank                                      |   | $                      | 17,500,000     |                       | 7.000000000   | % |
| UBS Loan Finance  LLC                              |   | $                      | 13,312,500     |                       | 5.325000000   | % |
| Deutsche Bank AG New York Branch                   |   | $                      | 13,250,000     |                       | 5.300000000   | % |
| Lehman Brothers Bank, FSB                          |   | $                      | 13,250,000     |                       | 5.300000000   | % |
| Wachovia Bank, National Association                |   | $                      | 12,500,000     |                       | 5.000000000   | % |
| BNP Paribas                                        |   | $                      | 19,375,000     |                       | 7.750000000   | % |
| Sumitomo Mitsui Banking Corporation                |   | $                      | 10,000,000     |                       | 4.000000000   | % |
| Societe Generale                                   |   | $                      | 10,000,000     |                       | 4.000000000   | % |
| Banca Di Roma                                      |   | $                      | 6,250,000      |                       | 2.500000000   | % |
| The Bank of Tokyo-Mitsubishi, Ltd., Seattle Branch |   | $                      | 6,250,000      |                       | 2.500000000   | % |
| U.S. Bank, National Association                    |   | $                      | 15,000,000     |                       | 6.000000000   | % |
| Wells Fargo Bank                                   |   | $                      | 5,000,000      |                       | 2.000000000   | % |
| Credit Lyonnais New York Branch                    |   | $                      | 5,000,000      |                       | 2.000000000   | % |
|                                               |   |                   |           |                       |          |
| Total:                                             |   | $                      | 250,000,000.00 |                       | 100.000000000 | % |

 

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