EXHIBIT 10.1
INDEMNIFICATION AGREEMENT
THIS INDEMNIFCIATION AGREEMENT (the "Agreement") is effective as of March
1, 2002, by and between Cobalt Corporation ("Cobalt") and United Government
Services, LLC ("UGS").
WHEREAS, UGS was organized as a limited liability company on January 1,
1999;
WHEREAS, Cobalt is the parent corporation of Blue Cross & Blue Shield
United of Wisconsin ("BCBSUW"), which owns one hundred percent (100%) of UGS;
WHEREAS, BCBSUW and UGS entered into a Contribution Agreement on January 1,
1999, whereby BCBSUW transferred assets to UGS to perform the Medicare Part A
Contract HCFA-87-001-1.70 dated October 1, 1987, as amended, by and between
BCBSUW and the Centers for Medicare and Medicaid Services ("CMS") (the "Medicare
Part A Contract");
WHEREAS, BCBSUW and UGS seek to novate the Medicare Part A Contract from
BCBSUW to UGS; and
WHEREAS, Cobalt desires to provide a financial guarantee to UGS with
respect to its performance of services under the Medicare Part A contract
following the novation of the Medicare Part A Contract.
NOW, THEREFORE, in consideration of the mutual promises contained herein,
Cobalt and UGS hereby agree as follows:
Cobalt hereby guarantees any claims asserted against UGS resulting from the
contractual and financial obligations of UGS in the administration of the
Medicare Part A contract, in an amount equal to 20% of the annual administrative
revenue for the Medicare Part A Contract, measured by the Notice of Budget
Approval, less the equity of UGS.
COBALT CORPORATION UNITED GOVERNMENT SERVICES,
LLC
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Chairman, President & CEO President