Filed by Bowne Pure Compliance



 




Exhibit
10.47



Amendment Number 1




AMENDMENT NUMBER 1

and

ASSIGNMENT 

DATED JULY 1, 2005
to the


MASTER SERVICES AGREEMENT

by and between

UNICARE LIFE AND HEALTH INSURANCE COMPANY.

and

APAC CUSTOMER SERVICES, INC.

DATED AUGUST 11, 2004




This Amendment Number 1 and Assignment (the “Amendment”) hereby amends that
certain Master Services Agreement (the “Agreement”), between Unicare Life and Health Insurance
Company, a Delaware corporation (“Unicare”), and APAC Customer Services,
Inc., an Illinois corporation (“Vendor”), dated August 11, 2004. The
Amendment is effective as of July 1, 2005 (the “Amendment Effective Date”).
Unless otherwise specifically defined in this Amendment, all capitalized terms
shall have the meaning given to them in the Agreement.



NOW, THEREFORE, in consideration
 of the mutual covenants and benefits
described in this Amendment, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree to
assign and amend the Agreement as follows:



AMENDMENT




1. Master Services Agreement




	 	(a)	 	Add the following Section 3.20.1:







‘“Entity” shall mean an Affiliate or subsidiary receiving services under a Statement
of Work.’




	 	(b)	 	Section 33.14 is hereby amended and restated in full as follows:







“33.14 Third Party Beneficiaries. Pursuant to Section 5.5, Company or an Entity may
obtain Services hereunder. This Agreement shall benefit Company and, to the extent one
or more Entity(ies) is receiving Services under this Agreement, such Entity (ies).
Either Company or any Entity receiving Services under this Agreement shall have the
right to enforce this Agreement and pursue remedies under this Agreement with respect
to the Services.”



EXECUTION COPY



					
	 	 	 	 	 
	2005-08-03
	 	APAC & WellPoint Confidential
	 	Page 1 of 3






 


 









 





Amendment Number 1




2. Statements of Work





	 	(a)	 	Statement of Work A







	 	(i)	 	Add the following paragraph prior to Section 1 of Statement of Work A on
page 1 of Statement of Work A:







“For purposes of this Statement of Work, the defined term “Entity” shall be deemed to be Unicare
Life and Health Insurance Company, a Delaware corporation.”




	 	(ii)	 	Throughout Statement of Work A, replace the defined term “Company” with the defined term
“Entity.”







	 	(b)	 	Statement of Work B







	 	(i)	 	Add the following paragraph prior to Section 1 of Statement of Work B on page 1 of
Statement of Work B:







“For purposes of this Statement of Work, the defined term “Entity” shall be deemed to be Unicare
Life and Health Insurance Company, a Delaware corporation.”




	 	(ii)	 	Throughout Statement of Work B, replace the defined term “Company” with the defined
term “Entity.”






ASSIGNMENT




The Agreement is hereby assigned by Unicare to WellPoint, Inc., an Indiana corporation
(“WellPoint”) pursuant to Section 33.2.1 of the Agreement. All rights and obligations set forth in
the Agreement shall be hereby assigned to WellPoint and all references to Company within the
Agreement shall now refer to WellPoint and any Entity receiving Services hereunder and all rights
accruing to Company hereunder shall also accrue to any Entity hereunder to the extent that such
Entity is receiving Services. WellPoint and/or any Entity may enter into SOWs under this Agreement.



3. Confirmation of Agreement — Except as specifically amended herein, the terms and conditions of
the Agreement and any Statements of Work in effect prior to the Amendment Effective Date shall remain
in full force and effect. Without limiting the foregoing, no
assignment or other transfer shall release any Wellpoint or Unicare Entity that was or is an
original signatory party (the “Original Entity”) to the Agreement, any Statement of Work or other
agreement from any of its obligations arising out of, or alter the primary liability of the
Original Entity to perform all obligations to be performed by the Original Entity or its assignee
pursuant to, the Agreement, the applicable Statement of Work or other agreement.



4. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be
deemed an original, but all of Which, when taken together, shall constitute one and the same
instrument.



EXECUTION COPY



					
	 	 	 	 	 
	2005-08-03
	 	APAC & WellPoint Confidential
	 	Page 2 of 3






 


 









 





Amendment Number 1




IN WITNESS WHEREOF, the parties hereto have, by their authorized representatives executed this
Amendment Number 1 and Assignment to the Master Services Agreement, dated August 11, 2004.



	 	 	 	 	 	 	 	 	 
	“Wellpoint”	 	“Vendor”	 	 
	WELLPOINT, INC., an Indiana corporation	 	APAC Customer Services, Inc., an Illinois corporation	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Robert Bushey
	 	By:
	 	/s/ Michael Dorion	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Name: Robert Bushey
	 	 
	 	Name: Michael Dorion	 	 
	 

	 	Title: Staff Vice President	 	 	 	Title: VP Operational Planning	 	 
	 

	 	          Sourcing & Supplier Performance
	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	“Unicare”	 	“Vendor”	 	 
	UNICARE LIFE AND HEALTH 

INSURANCE COMPANY, a Delaware corporation	 	APAC Customer Services, Inc., an Illinois
corporation	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Robert Bushey
	 	By:
	 	/s/ Kenneth R. Batko	 	 
	 

	 	 
	 	 	 	 	 	 
	

	 	Name: Robert Bushey
	 	 
	 	Name: Kenneth R. Batko	 	 
	 

	 	Title: Staff Vice President	 	 	 	Title: Acting CFO	 	 
	

	 	          Sourcing & Supplier Performance
	 	 
	 	 	 	 






EXECUTION COPY




					
	 	 	 	 	 
	2005-08-03
	 	APAC & WellPoint Confidential
	 	Page 3 of 3