Exhibit



Back to Form 8-K
Exhibit 10.1


EXECUTION COPY





MASTER INCREASING LENDER SUPPLEMENT
MASTER INCREASING LENDER SUPPLEMENT, dated March 22, 2017 (this “Supplement”), by and among each of the Lenders signatory hereto (each, an “Increasing Lender”) and the other parties signatory hereto, to the Credit Agreement, dated as of January 8, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among WellCare Health Plans, Inc. (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
W I T N E S S E T H
WHEREAS, pursuant to Section 2.21 of the Credit Agreement, the Borrower has the right, subject to the terms and conditions thereof, to effectuate from time to time an increase in the Aggregate Commitment and/or one or more tranches of Incremental Term Loans under the Credit Agreement by requesting one or more Lenders to increase the amount of its Commitment and/or to participate in such a tranche;
WHEREAS, the Borrower has given notice to the Administrative Agent of its intention to increase the Aggregate Commitment pursuant to such Section 2.21; and
WHEREAS, pursuant to Section 2.21 of the Credit Agreement, each of the undersigned Increasing Lenders now desires to increase the amount of its Commitment under the Credit Agreement by executing and delivering to the Borrower and the Administrative Agent this Supplement;
NOW, THEREFORE, each of the parties hereto hereby agrees as follows:
1.    Each of the undersigned Increasing Lenders agrees, subject to the terms and conditions of the Credit Agreement, that on the date of this Supplement it shall have its Commitment increased by the amount set forth opposite its name on Schedule I attached hereto, thereby making the aggregate amount of its total Commitment equal to the aggregate amount set forth opposite its name on Schedule I attached hereto.
2.    The Borrower hereby represents and warrants that no Default or Event of Default has occurred and is continuing on and as of the date hereof.
3.    Terms defined in the Credit Agreement shall have their defined meanings when used herein.
4.    This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.
5.    This Supplement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same document.
[Signature pages follow.]




US-DOCS\81831592.3





IN WITNESS WHEREOF, each of the undersigned has caused this Supplement to be executed and delivered by a duly authorized officer on the date first above written.
	
							
	 
	 
	 
	JPMORGAN CHASE BANK, N.A.,  
as an Increasing Lender

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Hector J. Varona

	 
	 
	 
	 
	Name:
	Hector J. Varona

	 
	 
	 
	 
	Title
	Executive Director








Signature Page to Master Increasing Lender Supplement







	
							
	 
	 
	 
	BANK OF AMERICA, N.A.,  
as an Increasing Lender

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Mark Hardison

	 
	 
	 
	 
	Name:
	Mark Hardison

	 
	 
	 
	 
	Title
	Senior Vice President








Signature Page to Master Increasing Lender Supplement





	
							
	 
	 
	 
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,  
as an Increasing Lender

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Teuta Ghilaga

	 
	 
	 
	 
	Name:
	Teuta Ghilaga

	 
	 
	 
	 
	Title
	Director








Signature Page to Master Increasing Lender Supplement







	
							
	 
	 
	 
	SUNTRUST BANK,  
as an Increasing Lender

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Katherine Bass

	 
	 
	 
	 
	Name:
	Katherine Bass

	 
	 
	 
	 
	Title
	Director






Signature Page to Master Increasing Lender Supplement





 
	
							
	 
	 
	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION  
as an Increasing Lender

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Matthew Olson

	 
	 
	 
	 
	Name:
	Wells Fargo Bank, N.A.
Matthew Olson

	 
	 
	 
	 
	Title
	Director






Signature Page to Master Increasing Lender Supplement





    
	
							
	 
	 
	 
	GOLDMAN SACHS BANK USA, 
as an Increasing Lender

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Annie Carr

	 
	 
	 
	 
	Name:
	Annie Carr

	 
	 
	 
	 
	Title
	Authorized Signatory






Signature Page to Master Increasing Lender Supplement







	
							
	 
	 
	 
	U.S. BANK NATIONAL ASSOCIATION, 
as an Increasing Lender

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ David C. Mruk

	 
	 
	 
	 
	Name:
	David C. Mruk

	 
	 
	 
	 
	Title
	SVP








Signature Page to Master Increasing Lender Supplement







	
							
	 
	 
	 
	HANCOCK BANK, 
as an Increasing Lender

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ Laura Fawson

	 
	 
	 
	 
	Name:
	Laura Fawson

	 
	 
	 
	 
	Title
	Vice President






Signature Page to Master Increasing Lender Supplement





	
							
	 
	 
	 
	THE HUNTINGTON NATIONAL BANK,  
as an Increasing Lender

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	By:
	/s/ David Tholt

	 
	 
	 
	 
	Name:
	David Tholt

	 
	 
	 
	 
	Title
	Vice President






Signature Page to Master Increasing Lender Supplement







Accepted and agreed to as of the date first written above:
	
					
	WELLCARE HEALTH PLANS, INC.
	 
	 

	 
	 
	 
	 
	 

	By:
	/s/ Andrew L. Asher
	 
	 

	 
	Name:
	Andrew L. Asher
	 
	 

	 
	Title:
	Executive Vice President & CFO
	 
	 




 
 
 



Signature Page to Master Increasing Lender Supplement







Acknowledged as of the date first written above: 
 

	
					
	JPMORGAN CHASE BANK, N.A. 
as Administrative Agent
	 
	 

	 
	 
	 
	 
	 

	By:
	/s/ Hector J. Varona
	 
	 

	 
	Name:
	Hector J. Varona
	 
	 

	 
	Title:
	Executive Director
	 
	 








Signature Page to Master Increasing Lender Supplement








SCHEDULE I 
to Master Increasing Lender Supplement 

	
			
	INCREASING LENDER
	INCREASE TO COMMITMENT
	TOTAL COMMITMENT

	JPMORGAN CHASE BANK, N.A.
	$35,000,000
	$160,000,000

	BANK OF AMERICA, N.A.
	$15,000,000
	$135,000,000

	MUFG UNION BANK, N.A.
	$15,000,000
	$135,000,000

	SUNTRUST BANK
	$20,000,000
	$140,000,000

	WELLS FARGO BANK, NATIONAL ASSOCIATION
	$20,000,000
	$140,000,000

	GOLDMAN SACHS BANK USA
	$15,000,000
	$65,000,000

	U.S. BANK NATIONAL ASSOCIATION
	$10,000,000
	$90,000,000

	HANCOCK BANK
	$2,500,000
	$47,500,000

	THE HUNTINGTON NATIONAL BANK
	$17,500,000
	$37,500,000










US-DOCS\81831592.3