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Exhibit 10.2
Letter Agreement
March 24, 2000
CareInsite, Inc.
669 River Drive, Center 2
Elmwood, NJ 07407
Dear Sirs and Madames:
Reference is made to the Asset Purchase Agreement, as amended (the
"Agreement") by and among Blue Cross Blue Shield of Massachusetts, Inc.
("BCBSMA") and CareInsite, Inc. ("CareInsite"). Except as amended hereby, the
Agreement, shall continue in full force and effect according to its terms.
The Agreement is hereby amended as follows:
(A) Section 1.3(a) of the Agreement is hereby deleted and
replaced in its entirety with the following:
"The total consideration for the Acquired Assets shall be
$71.5 million (the "Total Purchase Price") to be paid by the
Buyer at the Closing subject only to the adjustments provided
in Section 1.7 hereof. The Total Purchase Price shall be
satisfied by delivery by, or on behalf of, the Buyer of : (i)
$26.5 million (the "Cash Payment") and (b) 651,968 shares of
common stock, $.01 par value per share, of the Buyer ("Buyer
Common Stock") (the "Stock Payment"). The shares of Buyer
Common Stock comprising the Stock Payment are referred to in
this Agreement as the "Shares"."
(B) BCBSMA and CareInsite have agreed, pursuant to an Employee
Services Agreement (the form of which is attached to this
letter) that BCBSMA will continue to employ certain employees
used in BCBSMA's Provider Technology Group Division for a
period through and including March 31, 2000. Accordingly,
solely for the purposes of Section 7 of the Agreement, the
terms the "Closing" or the "Closing Date"whereever used in
that Section shall be replaced by the date "April 1, 2000".
(C) Section 9.7(a) of the Agreement is hereby amended to
insert the phrase "or such earlier time as agreed to by the
parties in Schedule G the Services Agreement" after the phrase
"....the second anniversary of the Closing (the "Second
Anniversary")".
(D) BCBSMA and CareInsite acknowledge that the Acquired Assets
will be relocated from the premises of BCBSMA in a manner and
at a time or times as determined by the Buyer, consistent with
the provisions of the Services Agreement (as defined in the
Agreement) and the schedules thereto, with the consent of
BCBSMA, such consent not to be unreasonably withheld.
(E) Attached to this letter are revised Schedules 1.1(a)(ii),
1.1(a)(v), 1.2 and 7(a) to the Agreement which, respectively,
replace, in their entirety, the Schedules 1.1(a)(ii),
1.1(a)(v), 1.2 and 7(a) annexed to the Agreement at the time
of its execution in the form.
In addition, BCBSMA and CareInsite agree that as a result of the
removal of certain assets from the original Schedule 1.1(a)(ii), CareInsite
shall have a credit of $113,874.00 (being the agreed upon value of such removed
assets) to be applied towards the cost of Transition Services provided by BCBSMA
to CareInsite pursuant to the Services Agreement.
If this letter correctly sets forth our understanding please sign it in
the space below whereupon the Agreement shall be amended as set forth herein.
Very truly yours,
BLUE CROSS BLUE SHIELD OF
MASSACHUSETTS, INC.
By:
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Name:
Title:
Accepted and agreed this __ day of ________, 2000:
CAREINSITE, INC.
By:
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Name:
Title: