Exhibit-10.11.1  SECOND AMENDMENT TO CREDIT AGREEMENT  THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this Amendment) is entered into as of July 27, 2010, among UNIVERSAL AMERICAN CORP., a New York corporation (the Borrower), the Lenders party to the Credit Agreement (hereinafter defined) and BANK OF AMERICA, N.A., as the Administrative Agent for the Lenders.  The Borrower, the Lenders and the Administrative Agent are party to the Credit Agreement dated as of September 18, 2007 (as heretofore amended, waived or otherwise modified, including pursuant to that certain First Amendment to Credit Agreement dated as of November 9, 2009, the Credit Agreement), and have agreed, upon the following terms and conditions, to amend the Credit Agreement in certain respects.  Accordingly, for valuable and acknowledged consideration, the Borrower, the Lenders and the Administrative Agent agree as follows:  1.Terms and References.  Unless otherwise stated in this Amendment, (a) terms defined in the Credit Agreement have the same meanings when used in this Amendment and (b) references to Sections are to the Credit Agreements sections.  2.Amendments.  (a)The grid appearing in the definition of Applicable Rate set forth in Section 1.01 is amended to read in its entirety as follows:  Level

Consolidated   Leverage Ratio

Eurodollar Rate   +   Letters of Credit

Base Rate   +

Commitment   Fee Rate1

>2.00:1.00

1.500
%
.500
%
.375
%2

< 2.00:1.00 and > 1.25:1.00

1.375
%
.375
%
.300
%3

< 1.25:1.00

1.125
%
.125
%
.250
%  (b)Section 7.06(d)is amended to read in its entirety as follows:  (d)if a Rating Condition exists at the time such Restricted Payment is declared, the Borrower may declare and make, directly or indirectly, a Restricted Payment if such Restricted Payment is payable in cash and the amount of such Restricted Payment, when aggregated with the amount of all other Restricted Payments declared pursuant to this Section 7.06(d) at a time that a Rating Condition exists, does not exceed $300,000,000 (it being understood that if any Restricted Payment is made with respect to which such Restricted Payment has not been declared at or prior to the making of such Restricted Payment, then such Restricted Payment shall be deemed to have been declared simultaneously with the making of such Restricted Payment for purposes of this clause); provided that with respect to any Restricted Payment declared and/or made on or after July 27, 2010 pursuant to this Section 7.06(d), the Borrower will make a prepayment of the Term Loans pursuant to Section 2.05(a) in an amount equal to fifty percent (50%) of


the amount of such Restricted Payment not more than five (5) Business Days after such Restricted Payment is made; and provided, further, that, if the amount of such required prepayment, when aggregated with all such required prepayments (pursuant to this Section 7.06(d)) not yet made, is less than $1,000,000, the Borrower may delay such prepayment(s) until the earlier of (i) five (5) Business Days after the aggregate amount of such required prepayments not yet made equals or exceeds $1,000,000 and (ii) the last Business Day of the then current calendar quarter, on which earlier date such required prepayment(s) not yet made shall be due and payable.  3.Waiver.  The Lenders hereby waive any Default or Event of Default existing on the date of this Amendment as the result of the failure of the Borrower and its Restricted Subsidiaries to timely execute and/or deliver, or to cause to be executed and/or delivered, the documents and instruments required to be executed and/or delivered pursuant to Sections 6.12(a) and 6.12(d) of the Credit Agreement in connection with the formation or acquisition of UAC Holding, Inc., which documents and instruments have now been executed and delivered.  4.Conditions Precedent to Effectiveness of Amendment.  This Amendment shall not be effective unless and until the Administrative Agent receives: (a) counterparts of this Amendment executed by the Borrower, the Required Lenders and the Administrative Agent and consented to in writing by the Guarantors; (b) payment of an amendment fee to each Lender that executes and delivers this Amendment at or before noon, New York time on July 26, 2010, in an amount equal to .125% of the sum of (i) the outstanding principal balance of the Term Loan owing to such Lender and (ii) the Revolving Credit Commitment of such Lender, in each case immediately before giving effect to this Amendment; (c) payment of all reasonable expenses, including reasonable legal fees and expenses of counsel to the Administrative Agent, incurred by the Administrative Agent in connection with this Amendment, to the extent invoiced to the Borrower on or prior to the date hereof; and (d) such documents as the Administrative Agent may reasonably request to evidence the due authorization of the execution, delivery and performance by the Borrower and each of the Guarantors of this Amendment, the incumbency of the officer of the Borrower and each of the Guarantors executing this Amendment, and any other matters relevant thereto.  5.Representations.  The Borrower represents and warrants to the Administrative Agent and the Lenders as follows:  (a) the execution, delivery and performance by the Borrower of this Amendment and the Credit Agreement, as amended hereby, have been duly authorized by all necessary corporate action; (b) after giving effect to this Amendment, all representations and warranties made or deemed made by the Borrower in the Loan Documents are true and correct in all material respects as of the date hereof (provided that any such representation and warranty that is qualified as to materiality, Material Adverse Effect or similar language is true and correct in all respects), except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case such representations and warranties were true and accurate in all material respects on and as of such earlier date (provided that any such representation and warranty that was qualified as to materiality, Material Adverse Effect or similar language was true and correct in all respects), and except for changes in factual circumstances not prohibited by the Credit Agreement; and (c) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing as of the date hereof.  6.Effect of Amendment.  This Amendment is a Loan Document.  Except as expressly modified and amended by this Amendment, all of the terms, provisions and conditions of the Loan Documents shall remain unchanged and in full force and effect.  The waiver set forth in this Amendment is expressly limited to the matters subject to such waiver and this Amendment shall not consitute the waiver of the Administrative Agent or any Lender of any other Default, Event of Default or other matter requiring its waiver under the Loan Documents.  If any part of this Amendment is for any reason found to  2


be unenforceable, all other portions of it shall nevertheless remain enforceable.  The Loan Documents and any and all other documents heretofore, now or hereafter executed and delivered pursuant to the terms of the Credit Agreement are hereby amended so that any reference to the Credit Agreement shall mean a reference to the Credit Agreement as amended hereby.  7.Expenses.The Borrower shall pay all reasonable fees and expenses paid or incurred by the Administrative Agent incident to this Amendment, including, without limitation, the reasonable fees and expenses of the Administrative Agents counsel in connection with the negotiation, preparation, delivery and execution of this Amendment and any related documents.  8.Governing Law.This Amendment shall be governed by and construed in accordance with and be governed by the laws of the State of New York, without regard to conflict of laws principles.  9.Counterparts.This Amendment may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.  Delivery of an executed signature page to this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment.  10.ENTIRETY.  THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERCEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER HEREOF.  THESE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  11.Parties.This Amendment binds and inures to the benefit of the Borrower, the Guarantors, the Administrative Agent, the Lenders and their respective permitted successors and assigns.  [REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.]  3


Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto.  UNIVERSAL AMERICAN CORP., as the BorrowerBy:Robert   A. Waegelein, Executive Vice President   and Chief Financial Officer  Signature Page to Second Amendment to Credit Agreement


Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto.  BANK OF AMERICA, N.A., as a LenderBy:Name:Title:BANK OF AMERICA, N.A., as theAdministrative   AgentBy:Name:Title:  Signature Page to Second Amendment to Credit Agreement


Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto.  BANK   OF COMMUNICATIONS CO., LTD., NEW   YORK BRANCH,as a LenderBy:Name:Title:  Signature Page to Second Amendment to Credit Agreement


Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto.   RAYMOND   JAMES BANK FSB, as a LenderBy:Name:Title:  Signature Page to Second Amendment to Credit Agreement


Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto.  CALYON   NEW YORK BRANCH, as a LenderBy:Name:Title:By:Name:Title:  Signature Page to Second Amendment to Credit Agreement


Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto.  CHANG   HWA COMMERCIAL BANK, LTD., LOS ANGELES BRANCH, as a LenderBy:Name:Title:  Signature Page to Second Amendment to Credit Agreement


Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto.  CITIBANK, N.A., as a LenderBy:Name:Title:  Signature Page to Second Amendment to Credit Agreement


Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto.  SUNTRUST BANK, as a LenderBy:Name:Title:   Signature Page to Second Amendment to Credit Agreement


Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto.  U.S. BANK NATIONAL ASSOCIATION, as a LenderBy:Name:Title:   Signature Page to Second Amendment to Credit Agreement


Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto.  FIFTH THIRD BANK, as a LenderBy:Name:Title:   Signature Page to Second Amendment to Credit Agreement


Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto.  NATIONAL   BANK OF EGYPT, NEW YORK BRANCH, as a LenderBy:Name:Title:   Signature Page to Second Amendment to Credit Agreement


Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto.  NATIONAL   CITY BANK, as a LenderBy:Name:Title:   Signature Page to Second Amendment to Credit Agreement


Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto.  TAIPEI   FUBON COMMERCIAL BANK, LOS ANGELES BRANCH, as a LenderBy:Name:Title:   Signature Page to Second Amendment to Credit Agreement


Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto.   UNION   BANK OF CALIFORNIA, N.A., as a LenderBy:Name:Title:   Signature Page to Second Amendment to Credit Agreement


Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto.  ,   as a LenderBy:Name:Title:   Signature Page to Second Amendment to Credit Agreement


Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto.   ,   as a LenderBy:Name:Title:By:Name:Title:   Signature Page to Second Amendment to Credit Agreement


To induce the Administrative Agent and the Lenders to enter into this Amendment, the undersigned consent and agree (a) to its execution and delivery and terms and conditions thereof, (b) that this document in no way releases, diminishes, impairs, reduces, or otherwise adversely affects any Liens, Guaranties, assurances, or other obligations or undertakings of any of the undersigned under any Loan Documents, and (c) that this Amendment binds each of the undersigned and its successors and permitted assigns and inures to the benefit of the Administrative Agent, the Lenders, and their respective successors and permitted assigns.   HERITAGE HEALTH SYSTEMS, INC., as a Guarantor

MEMBERHEALTH LLC, as a GuarantorBy:


By:Name:



Name:Title:



Title:UAC HOLDING, INC.,as a GuarantorBy:Name:Title:   Signature Page to Second Amendment to Credit Agreement