EX-10.37












Exhibit 10.37




EXECUTION COPY




THIRD AMENDMENT TO CREDIT AGREEMENT




     THIS THIRD AMENDMENT, dated as of January 31, 2008 (this “Amendment”), to that
certain Credit Agreement, dated as of May 13, 2004 and amended as of September 1,
2005, is made among WELLCARE HEALTH PLANS, INC. (formerly known as WellCare Group,
Inc., successor by merger to WellCare Holdings, LLC), a Delaware corporation (the
“Parent”), WCG HEALTH MANAGEMENT, INC. (formerly known as WellCare Health Plans,
Inc.), a Delaware corporation (“WCGHM”), THE WELLCARE MANAGEMENT GROUP, INC., a New
York corporation (“WMG”), COMPREHENSIVE HEALTH MANAGEMENT, INC., a Florida
corporation (“CHM” and, together with WCGHM and WMG, the “Borrowers”), the Lenders
(as defined in the Credit Agreement defined below) identified on the signature pages
hereto, and Wachovia Bank, National Association (“Wachovia”), as administrative agent
for the Lenders (in such capacity, the “Administrative Agent”).



W I T N E S S E T H:



A. WHEREAS, the Parent, the Borrowers, the Lenders, and Wachovia, as Administrative
Agent, are parties to a Credit Agreement, dated as of May 13, 2004, amended as of
September 1, 2005 and further amended as of September 28, 2006 (as amended,
supplemented, restated or otherwise modified from time to time, the “Credit
Agreement”). Capitalized terms used herein without definition shall have the meanings
given to them in the Credit Agreement.



B. WHEREAS, the Parent and the Borrowers have requested an amendment to the Credit
Agreement to allow WellCare of Georgia, Inc. to obtain a letter of credit in favor of
the Georgia Department of Community Health.




     NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:



AMENDMENTS TO THE CREDIT AGREEMENT


1. Amendments to Section 6.01. Section 6.01 of the Credit Agreement is hereby amended
by (i) deleting the word “and” at the end of subsection (m) thereof, (ii) replacing
the “.” at the end of subsection (n) thereof with “; and”, and (iii) inserting the
following new subsection (o) at the end thereof:




     “(o) Indebtedness in respect of a letter of credit in the amount of
$35,851,525.00 issued by Wachovia Bank, National Association for the benefit of the
Georgia Department of Community Health on behalf of WellCare of Georgia, Inc. and
renewals, replacements or reissuances thereof in an amount up to $40,000,000 by
Wachovia Bank, National Association or another financial institution (the “Georgia
Department of Community Health Letter of Credit”).”



 









 




2. Amendments to Section 6.02. Section 6.02 of the Credit Agreement is hereby amended
by (i) deleting the word “and” at the end of subsection (r) thereof, (ii) replacing
the “.” at the end of subsection (s) thereof , with “; and”, and (iii) inserting the
following new subsection (t) at the end thereof:




     “(t) Liens, including first priority liens, in favor of the issuer of the
Georgia Department of Community Health Letter of Credit arising from the cash
collateralization of the Indebtedness described in Section 6.01(o).”



MISCELLANEOUS




3. Representations and Warranties. In order to induce the Administrative Agent and the
Lenders to enter into this Amendment, each of the Parent and the Borrowers hereby
represents and warrants to the Administrative Agent and the Lenders as of the date
hereof that:



     (a) this Amendment has been duly executed and delivered by it and constitutes
its legal, valid and binding obligation, enforceable against it in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally and by general equitable principles (whether enforcement
is sought by proceedings in equity or at law); and



     (b) after giving effect to this Amendment, each of the representations and
warranties made by any Loan Party in or pursuant to the Loan Documents is true and
correct in all material respects on and as of the date hereof as if made on and as of
the date hereof, except (i) to the extent such representations and warranties
expressly relate to an earlier date (in which case such representations and
warranties shall be true and correct in all material respects as of such earlier
date), and (ii) to the extent that any representations and warranties may be found
not to be true and correct on and as of the date hereof as a result of ongoing
government investigations.


4. Conditions of Effectiveness. This Amendment shall become effective as of the date (the
“Effective Date”) that: (i) the Administrative Agent shall have received executed
counterparts hereof from each of the Parent, the Borrowers and the Required Lenders
and an Acknowledgment and Consent hereto from each of the Subsidiary Guarantors in
form and substance reasonably satisfactory to the Administrative Agent, (ii) the
Administrative Agent shall have received, for the respective account of each Lender
that has executed and delivered to the Administrative Agent a counterpart of this
Amendment by not later than 2:00 p.m. (New York City time) on January 29, 2008, of an
amendment fee in an amount equal to 0.25% of such Lender’s aggregate Revolving Credit
Commitment and Term Loans outstanding on January 29, 2008 and (iii) the Borrowers
shall have paid all fees and expenses due and owing to Morgan, Lewis & Bockius LLP,
counsel to the Administrative Agent, to the extent unpaid and invoiced on or before
the date hereof.



5. Effect of Amendment. Except as expressly set forth herein, this Amendment shall
not, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise
affect the rights and remedies of the Lenders, the Administrative Agent, the
Borrowers, the Parent or any other Loan Party under the Credit Agreement or any other
Loan Document, and shall not alter, modify,


2









 






amend or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Documents, all of which
are ratified and affirmed in all respects and shall continue in full force and effect.
Nothing herein shall be deemed to entitle the Parent, the Borrowers or any other Loan
Party, or constitute an express or implied agreement by the Administrative Agent or
the Lenders, to a consent to, or a waiver, amendment, modification or other change of,
the Credit Agreement or any other Loan Document in similar or different circumstances.
Without limiting the foregoing, nothing contained in Section 3(b)(ii) above shall in
any way constitute a waiver or modification of the requirement set forth in Section
4.01(b) of the Credit Agreement that all representations and warranties shall be true
and correct in all material respects as a condition to each Credit Event. This
Amendment shall not be construed as a waiver, amendment or modification of any Default
or Event of Default. This Amendment shall constitute a “Loan Document” for all
purposes of the Credit Agreement and the other Loan Documents.



6. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



7. Severability. Any provision of this Amendment that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.



8. Successors and Assigns. This Amendment shall be binding upon, inure to the
benefit of and be enforceable by the respective successors and assigns of the
parties hereto.



9. Construction. The headings of the various sections and subsections of this
Amendment have been inserted for convenience only and shall not in any way affect
the meaning or construction of any of the provisions hereof.



10. Counterparts. This Amendment may be executed by one or more of the parties to
this Amendment on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Delivery of
an executed signature page of this Amendment by facsimile transmission or other
electronic means of delivery shall be effective as delivery of a manually executed
counterpart hereof.




[Signature pages follow]




3









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the date first above written.



	 	 	 	 	 	 	 
	 	 	PARENT:
	 
	 	 	 	 	 	 
	 	 	WELLCARE HEALTH PLANS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heath Schiesser
 

	 	 
	 	 	Name: Heath Schiesser
	 	 	Title: Chief Executive Officer and President
	 
	 	 	 	 	 	 
	 	 	BORROWERS:
	 
	 	 	 	 	 	 
	 	 	WCG HEALTH MANAGEMENT, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heath Schiesser	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Heath Schiesser
	 	 	Title: Chief Executive Officer and President
	 
	 	 	 	 	 	 
	 	 	THE WELLCARE MANAGEMENT GROUP, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heath Schiesser	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Heath Schiesser
	 	 	Title: Chief Executive Officer and President
	 
	 	 	 	 	 	 
	 	 	COMPREHENSIVE HEALTH MANAGEMENT, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heath Schiesser	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Heath Schiesser
	 	 	Title: Chief Executive Officer and President






(signatures continued on following page)




4









 








	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as
	 	 	Administrative Agent and as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Katherine A. Harkness
 

	 	 
	 	 	Name: Katherine A. Harkness
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	LENDERS:
	 
	 	 	 	 	 	 
	 	 	BABSON CLO LTD. 2003-I
	 	 	BABSON CLO LTD. 2004-I
	 	 	BABSON CLO LTD. 2005-II
	 	 	BABSON CLO LTD. 2005-III
	 	 	BABSON CLO LTD. 2006-I
	 	 	By: Babson Capital Management LLC as Collateral
	 	 	Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Arthur McMahon	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Arthur McMahon
	 	 	Title: Director
	 
	 	 	 	 	 	 
	 	 	MAPLEWOOD (CAYMAN) LIMITED
	 	 	By: Babson Capital Management LLC as Investment
	 	 	Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Arthur McMahon	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Arthur McMahon
	 	 	Title: Director
	 
	 	 	 	 	 	 
	 	 	BANK LEUMI USA
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard Oleszewski	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Richard Oleszewski
	 	 	Title: First Vice President
	 
	 	 	 	 	 	 
	 	 	CAROLINA FIST BANK, as Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Charles D. Chamberlain	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Charles D. Chamberlain
	 	 	Title: Executive Vice President






5









 






	 	 	 	 	 	 	 
	 	 	COLONIAL BANK, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Juliette S. Stapf
 

	 	 
	 	 	Name: Juliette S. Stapf
	 	 	Title: Sr. Vice President
	 
	 	 	 	 	 	 
	 	 	CREDIT SUISSE LOAN FUNDING LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert Franz	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robert Franz
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry Zamore	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Barry Zamore
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	ENCORE BANK, N.A.:
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J. David Webster	 	 
	 

	 	 	 	 	 	 
	 	 	Name: J. David Webster
	 	 	Title: Senior Vice President
	 
	 	 	 	 	 	 
	 	 	FIFTH THIRD BANK
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Chad Loar	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Chad Loar
	 	 	Title: Vice President
	 
	 	 	 	 	 	 
	 	 	FIRST TENNESSEE BANK NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Douglas E. Kilton	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Douglas E. Kilton
	 	 	Title: Senior Vice President
	 
	 	 	 	 	 	 
	 	 	CF BLACKBURN, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dennis M. Hansen	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Dennis M. Hansen
	 	 	Title: V.P.
	 
	 	 	 	 	 	 
	 	 	GOLDENTREE LOAN OPPORTUNITIES V, LIMITED
	 	 	By: GoldenTree Asset Management, LP
	 	 
	 

	 	By:
	 	/s/ Karen Weber	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Authorized Signatory
	 	 	Title:






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	 	 	GULF STREAM-COMPASS CLO 2002-I LTD
	 	 	By: Gulf Stream Asset Management LLC as Collateral
	 	 	Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry K. Love
 

	 	 
	 	 	Name: Barry K. Love
	 	 	Title: Chief Credit Officer
	 
	 	 	 	 	 	 
	 	 	GULF STREAM-COMPASS CLO 2003-I LTD
	 	 	By: Gulf Stream Asset Management LLC as Collateral
	 	 	Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry K. Love	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Barry K. Love
	 	 	Title: Chief Credit Officer
	 
	 	 	 	 	 	 
	 	 	GULF STREAM-COMPASS CLO 2004-I LTD
	 	 	By: Gulf Stream Asset Management LLC as Collateral
	 	 	Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry K. Love	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Barry K. Love
	 	 	Title: Chief Credit Officer
	 
	 	 	 	 	 	 
	 	 	GULF STREAM-RASHINBAN CLO 2006-I LTD
	 	 	By: Gulf Stream Asset Management LLC as Collateral
	 	 	Manager (Sumitomo Deal)
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry K. Love	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Barry K. Love
	 	 	Title: Chief Credit Officer
	 
	 	 	 	 	 	 
	 	 	GULF STREAM-SEXTANT CLO 2006-I LTD
	 	 	By: Gulf Stream Asset Management LLC as Collateral
	 	 	Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry K. Love	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Barry K. Love
	 	 	Title: Chief Credit Officer






7









 






	 	 	 	 	 	 	 
	 	 	GULF STREAM-COMPASS CLO 2005-II LTD
	 	 	By: Gulf Stream Asset Management LLC as Collateral
	 	 	Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry K. Love	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Barry K. Love
	 	 	Title: Chief Credit Officer
	 
	 	 	 	 	 	 
	 	 	GULF STREAM-SEXTANT CLO 2007-I LTD
	 	 	By: Gulf Stream Asset Management LLC as Collateral
	 	 	Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry K. Love	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Barry K. Love
	 	 	Title: Chief Credit Officer
	 
	 	 	 	 	 	 
	 	 	GULF STREAM-COMPASS CLO 2005-I LTD
	 	 	By: Gulf Stream Asset Management LLC as Collateral
	 	 	Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Barry K. Love	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Barry K. Love
	 	 	Title: Chief Credit Officer
	 
	 	 	 	 	 	 
	 	 	LENDER NAME:
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffery A. DeRose	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeffery A. DeRose
	 	 	Title: Vice President
	 
	 	 	 	 	 	 
	 	 	LASALLE BANK, NATIONAL ASSOCIATION:
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stephen Huntley-Robertson	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Stephen Huntley-Robertson
	 	 	Title: Senior Vice President
	 
	 	 	 	 	 	 
	 	 	LIGHTPOINT CLO 2004-1, LTD.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Colin Donlan	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Colin Donlan
	 	 	Title: Senior Vice President






8









 






	 	 	 	 	 	 	 
	 	 	VERITAS CLO I, LTD.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John T. Spellman	 	 
	 

	 	 	 	 	 	 
	 	 	Name: John T. Spellman
	 	 	Title: Attorney-in-Fact
	 
	 	 	 	 	 	 
	 	 	REGIONS BANK
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rebecca S. West	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Rebecca S. West
	 	 	Title: Vice President
	 
	 	 	 	 	 	 
	 	 	EAGLE LOAN TRUST
	 	 	By: Stanfield Capital Partners, LLC as its Collateral
	 	 	Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Frey	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David Frey
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	STANFIELD AZURE CLO, LTD.
	 	 	By: Stanfield Capital Partners, LLC as its Collateral
	 	 	Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Frey	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David Frey
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	STANFIELD BRISTOL CLO, LTD.
	 	 	By: Stanfield Capital Partners, LLC as its Collateral
	 	 	Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Frey	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David Frey
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	STANFIELD DAYTONA CLO, LTD.
	 	 	By: Stanfield Capital Partners, LLC as its Collateral
	 	 	Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Frey	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David Frey
	 	 	Title: Managing Director






9









 






	 	 	 	 	 	 	 
	 	 	STANFIELD MCLAREN CLO, LTD.
	 	 	By: Stanfield Capital Partners, LLC as its Collateral
	 	 	Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Frey	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David Frey
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	STANFIELD VANTAGE CLO, LTD.
	 	 	By: Stanfield Capital Partners, LLC as its Collateral
	 	 	Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Frey	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David Frey
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	STANFIELD VEYRON CLO, LTD.
	 	 	By: Stanfield Capital Partners, LLC as its Collateral
	 	 	Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Frey	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David Frey
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	XL RE EUROPE LIMITED
	 	 	By: Stanfield Capital Partners, LLC signed as: its Collateral
	 	 	Manager
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Frey	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David Frey
	 	 	Title: Managing Director
	 
	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE LLC:
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard L. Tavrow	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Richard L. Tavrow
	 	 	Title: Director
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David B. Julie	 	 
	 

	 	 	 	 	 	 
	 	 	Name: David B. Julie
	 	 	Title: Associate Director






10









 






ACKNOWLEDGMENT AND CONSENT




     Pursuant to Section 4 of the Third Amendment to Credit Agreement, dated as of
January 31, 2008 (the “Amendment”) among WELLCARE HEALTH PLANS, INC. (formerly known
as WellCare Group, Inc., successor by merger to WellCare Holdings, LLC), a Delaware
corporation (the “Parent”), WCG HEALTH MANAGEMENT, INC. (formerly known as WellCare
Health Plans, Inc.), a Delaware corporation (“WCGHM”), THE WELLCARE MANAGEMENT GROUP,
INC., a New York corporation (“WMG”), COMPREHENSIVE HEALTH
MANAGEMENT, INC., a Florida corporation (“CHM” and, together with WCGHM and WMG, the
“Borrowers”), the Lenders (as defined in the Credit Agreement) identified on the
signature pages to the Amendment, and Wachovia Bank, National Association
(“Wachovia”), as administrative agent for the Lenders (in such capacity, the
“Administrative Agent”), to which this acknowledgment is attached, each of the
undersigned hereby acknowledges receipt of a copy of and consents to the execution and
delivery by the Parent and the Borrowers of the Amendment and confirms and agrees
that, after giving effect to the Amendment, each Loan Document to which it is a party
shall continue in full force and effect in accordance with its terms. Capitalized
terms used herein without definition shall have the meanings given to them in the
Credit Agreement.



[Remainder of this page intentionally left blank.]




11









 





     IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment and
Consent to be executed by their duly authorized officers as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	WELLCARE HEALTH PLANS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heath Schiesser
 

	 	 
	 	 	Name: Heath Schiesser
	 	 	Title: Chief Executive Officer and President
	 
	 	 	 	 	 	 
	 	 	WCG HEALTH MANAGEMENT, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heath Schiesser	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Heath Schiesser
	 	 	Title: Chief Executive Officer and President
	 
	 	 	 	 	 	 
	 	 	THE WELLCARE MANAGEMENT GROUP, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heath Schiesser	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Heath Schiesser
	 	 	Title: Chief Executive Officer and President
	 
	 	 	 	 	 	 
	 	 	COMPREHENSIVE HEALTH MANAGEMENT, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heath Schiesser	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Heath Schiesser
	 	 	Title: Chief Executive Officer and President
	 
	 	 	 	 	 	 
	 	 	COMPREHENSIVE HEALTH MANAGEMENT OF
FLORIDA, L.C.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heath Schiesser	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Heath Schiesser
	 	 	Title: Chief Executive Officer and President
	 
	 	 	 	 	 	 
	 	 	HARMONY HEALTH SYSTEMS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heath Schiesser	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Heath Schiesser
	 	 	Title: Chief Executive Officer and President






(signatures continued on following page)




12









 








	 	 	 	 	 	 	 
	 	 	HARMONY HEALTH MANAGEMENT, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heath Schiesser	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Heath Schiesser
	 	 	Title: Chief Executive Officer and President
	 
	 	 	 	 	 	 
	 	 	COMPREHENSIVE LOGISTICS, LLC
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heath Schiesser	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Heath Schiesser
	 	 	Title: Chief Executive Officer and President
	 
	 	 	 	 	 	 
	 	 	HARMONY BEHAVIORAL HEALTH, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heath Schiesser	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Heath Schiesser
	 	 	Title: Chief Executive Officer and President
	 
	 	 	 	 	 	 
	 	 	HARMONY BEHAVIORAL HEALTH IPA, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heath Schiesser	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Heath Schiesser
	 	 	Title: Chief Executive Officer and President
	 
	 	 	 	 	 	 
	 	 	WELLCARE PHARMACY BENEFITS MANAGEMENT,
INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heath Schiesser	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Heath Schiesser
	 	 	Title: Chief Executive Officer and President
	 
	 	 	 	 	 	 
	 	 	WELLCARE SPECIALTY PHARMACY, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Heath Schiesser	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Heath Schiesser
	 	 	Title: Chief Executive Officer and President






13