Common use of Form of Clause in Contracts

Form of. A Committed Loan Notice B-1 Bid Request B-2 Competitive Bid C Swing Line Loan Notice D Note E Assignment and Assumption F Guaranty G Opinion Matters CREDIT AGREEMENT This CREDIT AGREEMENT (“Agreement”) is entered into as of November 19, 2004, among ANTHEM, INC., an Indiana corporation which as of the Merger Effective Date (as hereinafter defined) is to be renamed “WellPoint, Inc.” (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK as Syndication Agent (the “Syndication Agent”), UBS LOAN FINANCE LLC and XXXXXXXX STREET COMMITMENT CORPORATION as Co-Documentation Agents (the “Co-Documentation Agents”), BANC OF AMERICA SECURITIES LLC (“BAS”) and X.X. XXXXXX SECURITIES INC. (“JPMSI”) as Joint Lead Arrangers and Joint Book Managers, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Form of. A Committed Loan Notice B-1 Bid Request B-2 Competitive Bid C B Swing Line Loan Notice C-1 Revolving Credit Note C-2 Term Loan Note D Note Compliance Certificate E Assignment and Assumption F Guaranty G Pledge Agreement H Security Agreement I Opinion Matters J U.S. Tax Compliance Certificates K Funding Indemnity Letter L Designated Borrower Request M Designated Borrower Notice CREDIT AGREEMENT This CREDIT AGREEMENT (“Agreement”) is entered into as of November 19October 3, 20042012, among ANTHEMTILE SHOP HOLDINGS, INC., an Indiana a Delaware corporation which as of the Merger Effective Date (as hereinafter defined) is to be renamed “WellPointHoldings”), Inc.” THE TILE SHOP, LLC, a Delaware limited liability company (the “Company”), TILE SHOP LENDING, INC., a Delaware corporation (“Tile Shop Lending”), and certain Subsidiaries of the Company party hereto pursuant to Section 2.14 as borrowers (each such Subsidiary and Tile Shop Lending, a “Designated Borrower” and, together with the Company, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK as Syndication Agent (the “Syndication Agent”), UBS LOAN FINANCE LLC and XXXXXXXX STREET COMMITMENT CORPORATION as Co-Documentation Agents (the “Co-Documentation Agents”), BANC OF AMERICA SECURITIES LLC (“BAS”) and X.X. XXXXXX SECURITIES INC. (“JPMSI”) as Joint Lead Arrangers and Joint Book Managers, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The Borrower Company has requested that the Lenders provide a revolving credit facility and a term loan facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Form of. A A-1 Committed Loan Notice B-1 Bid Request B-2 Competitive Bid C A-2 Conversion/Continuation Notice B Swing Line Loan Notice C-1 Committed Loan Note C-2 Swing Line Note D Note Compliance Certificate E Assignment and Assumption F Guaranty Borrowing Base Certificate G Opinion Matters Security Agreement H Collateral Access Agreement I Joinder Agreement J DDA Notification K Credit Card Notification L Blocked Account Agreement M General Notice N-1-4 Tax Compliance Certificates CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”) is entered into as of November 19August 3, 20042015, among ANTHEMXXXXXX & XXXXX, INC., an Indiana a Delaware corporation which as of the Merger Effective Date (as hereinafter defined) is to be renamed “WellPoint, Inc.” (the “Lead Borrower”), the Persons signatory hereto as borrowers and named on Schedule 1.01 hereto (collectively, together with the Lead Borrower and such other Persons as may be joined as a borrower from time to time in accordance herewith, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK as Syndication Agent (the “Syndication Agent”), UBS LOAN FINANCE LLC and XXXXXXXX STREET COMMITMENT CORPORATION as Co-Documentation Agents (the “Co-Documentation Agents”), BANC OF AMERICA SECURITIES LLC (“BAS”) and X.X. XXXXXX SECURITIES INC. (“JPMSI”) as Joint Lead Arrangers and Joint Book Managers, and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender Lender, JPMORGAN CHASE BANK, N.A., XXXXX FARGO BANK, NATIONAL ASSOCIATION, and L/C IssuerSUNTRUST BANK, as Co-Syndication Agents, and CITIZENS BANK, N.A. and REGIONS BANK, as Co-Documentation Agents. The Borrower has Borrowers have requested that the Lenders provide a revolving credit facility, and the Lenders are willing have indicated their willingness to do so lend and the LC Issuers have indicated their willingness to issue Letters of Credit, in each case on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Form of. A Committed A-1 Loan Notice B-1 Bid Request B-2 Competitive Bid C A-2 Swing Line Loan Notice B Note C Compliance Certificate D Note E Assignment and Assumption E Opinion F Borrowing Base Report G Security Agreement H Deposit Account Control Agreement I Investment Account Control Agreement J Form of Guaranty G Opinion Matters AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of November 19January 24, 20042006, among ANTHEMWESTERN REFINING, INC., an Indiana a Delaware corporation which as of the Merger Effective Date (as hereinafter defined“WNR”) is to be renamed and WESTERN REFINING COMPANY, L.P., a Delaware limited partnership (“WellPointWRC,” and together with WNR, Inc.each a “Borrower,” (and together, the “BorrowerBorrowers”), each lender from time to time party hereto (collectively, the “Lenders,” and each individually, a “Lender”), JPMORGAN CHASE BANK as Syndication Agent (the “Syndication Agent”), UBS LOAN FINANCE LLC and XXXXXXXX STREET COMMITMENT CORPORATION as Co-Documentation Agents (the “Co-Documentation Agents”), BANC OF AMERICA SECURITIES LLC (“BAS”) and X.X. XXXXXX SECURITIES INC. (“JPMSI”) as Joint Lead Arrangers and Joint Book Managers, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and Lender, L/C IssuerIssuer and a Lender. The Borrower has requested that the Lenders provide WRC, Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and a revolving credit facilityLender, and the Lenders are willing other lenders party thereto have entered into that certain Revolving Credit Agreement dated as of July 29, 2005 (the “Existing Credit Agreement”). The Borrowers desire to do so on amend and restate the terms and conditions Existing Credit Agreement in its entirety as set forth herein, with such amendment and restatement to be effective as of the Closing Date. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Form of. A Committed Loan Notice B-1 Bid Request B-2 Competitive Bid C B Swing Line Loan Notice C-1 Term Note C-2 Revolving Credit Note D Note Compliance Certificate E Assignment and Assumption F [Reserved] G [Reserved] H Foreign Subsidiary Guaranty G Opinion Matters I [Reserved] J Perfection Certificate K Designated Borrower Request and Assumption Agreement L Designated Borrower Notice M-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders that are Not Partnerships) M-2 Form of U.S. Tax Compliance Certificate (Foreign Participants that are Not Partnerships) M-3 Form of U.S. Tax Compliance Certificate (Foreign Participants that are Partnerships) M-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders that are Partnerships) N Solvency Certificate O Notice of Loan Prepayment AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of November 19April 1, 2004, 2021 among ANTHEM, WEX INC., an Indiana a Delaware corporation which as of the Merger Effective Date (as hereinafter defined) is to be renamed “WellPoint, Inc.” (the “Company”), the Designated Borrowers (as defined herein and, together with the Company, collectively the “Borrowers” and, each a “Borrower”), the Specified Designated Borrower (as defined herein), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK as Syndication Agent (the “Syndication Agent”), UBS LOAN FINANCE LLC and XXXXXXXX STREET COMMITMENT CORPORATION as Co-Documentation Agents (the “Co-Documentation Agents”), BANC OF AMERICA SECURITIES LLC (“BAS”) and X.X. XXXXXX SECURITIES INC. (“JPMSI”) as Joint Lead Arrangers and Joint Book Managers, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.

Form of. A Committed Loan Notice B-1 Bid Request B-2 Competitive Bid B Swing Line Loan Notice C New Vehicle Swing Line Loan Notice D Note E Compliance Certificate F Borrowing Base Certificate G Borrowing Base Schedule H Assignment and Assumption F I Company Guaranty G Agreement J Subsidiary Guaranty Agreement K Joinder Agreement L Designated Borrower Notice M Opinion Matters N Security Agreement O Autoborrow Agreement CREDIT AGREEMENT This CREDIT AGREEMENT (“Agreement”) is entered into as of November 19August 24, 20042005, among ANTHEMCARMAX AUTO SUPERSTORES, INC., an Indiana a Virginia corporation which as of the Merger Effective Date (as hereinafter defined) is to be renamed “WellPoint, Inc.” (the “Revolving Borrower”), certain Subsidiaries of the Company party hereto pursuant to Section 2.15 (each a “Designated Borrower” and, together with the Revolving Borrower, the “Borrowers” and, each a “Borrower”), CARMAX, INC., a Virginia corporation (the “Company”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK as Syndication Agent (the “Syndication Agent”), UBS LOAN FINANCE LLC and XXXXXXXX STREET COMMITMENT CORPORATION as Co-Documentation Agents (the “Co-Documentation Agents”), BANC OF AMERICA SECURITIES LLC (“BAS”) and X.X. XXXXXX SECURITIES INC. (“JPMSI”) as Joint Lead Arrangers and Joint Book Managers, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, New Vehicle Swing Line Lender and L/C Issuer. The Borrower Company has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Form of. A A-1 Committed Loan Notice B-1 Bid Request B-2 Competitive Bid C A-2 Swing Line Loan Notice B-1 Revolving Note B-2 Swing Line Note C Compliance Certificate D Note E Assignment and Assumption E-1 Foreign Lender Exemption Certificate E-2 Foreign Lender U.S. Tax Compliance Certificate E-3 Alternative Form Foreign Lender U.S. Tax Compliance Certificate E-4 Foreign Partnership U.S. Tax Compliance Certificate F Guaranty Closing and Solvency Certificate G Opinion Matters Representations and Warranties Certificate H Credit Card Notification I Borrowing Base Certificate J Joinder Agreement K Closing Checklist L Intercreditor Agreement M Payment Conditions Certificate CREDIT AGREEMENT This CREDIT AGREEMENT (“Agreement”) is entered into as of November 19August 21, 20042018, among ANTHEMVXXXX, INC.LLC, an Indiana corporation which as of the Merger Effective Date (as hereinafter defined) is to be renamed “WellPoint, Inc.” a Delaware limited liability company (the “Borrower”), the Guarantors named on Schedule 1.01 hereto, each lender Lender from time to time party hereto (collectivelyhereto, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK as Syndication Agent (the “Syndication Agent”), UBS LOAN FINANCE LLC and XXXXXXXX STREET COMMITMENT CORPORATION as Co-Documentation Agents (the “Co-Documentation Agents”), BANC OF AMERICA SECURITIES LLC (“BAS”) and X.X. XXXXXX SECURITIES INC. (“JPMSI”) as Joint Lead Arrangers and Joint Book Managerseach L/C Issuer from time to time party hereto, and BANK OF AMERICACITIZENS BANK, N.A., as Administrative Agentadministrative agent, Swing Line Lender collateral agent and an L/C Issuerissuer. The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing have indicated their willingness to do so lend and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Form of. A A-1 Committed Loan Notice B-1 Bid Request B-2 Competitive Bid C A-2 Swing Line Loan Notice B-1 Revolving Note B-2 Swing Line Note C Compliance Certificate D Note E Assignment and Assumption E-1 Foreign Lender Exemption Certificate E-2 Foreign Lender U.S. Tax Compliance Certificate E-3 Alternative Form Foreign Lender U.S. Tax Compliance Certificate E-4 Foreign Partnership U.S. Tax Compliance Certificate F Guaranty Closing and Solvency Certificate G Opinion Matters Representations and Warranties Certificate H Credit Card Notification I Borrowing Base Certificate J Joinder Agreement K Closing Checklist L Intercreditor Agreement M Payment Conditions Certificate CREDIT AGREEMENT This CREDIT AGREEMENT (“Agreement”) is entered into as of November 19August 21, 20042018, among ANTHEMXXXXX, INC.LLC, an Indiana corporation which as of the Merger Effective Date (as hereinafter defined) is to be renamed “WellPoint, Inc.” a Delaware limited liability company (the “Borrower”), the Guarantors named on Schedule 1.01 hereto, each lender Lender from time to time party hereto (collectivelyhereto, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK as Syndication Agent (the “Syndication Agent”), UBS LOAN FINANCE LLC and XXXXXXXX STREET COMMITMENT CORPORATION as Co-Documentation Agents (the “Co-Documentation Agents”), BANC OF AMERICA SECURITIES LLC (“BAS”) and X.X. XXXXXX SECURITIES INC. (“JPMSI”) as Joint Lead Arrangers and Joint Book Managerseach L/C Issuer from time to time party hereto, and BANK OF AMERICACITIZENS BANK, N.A., as Administrative Agentadministrative agent, Swing Line Lender collateral agent and an L/C Issuerissuer. The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing have indicated their willingness to do so lend and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Form of. A Committed Loan Notice B-1 Bid Request B-2 Competitive Bid C B Swing Line Loan Notice C-1 Revolving Credit Note C-2 Term Loan Note D Note Compliance Certificate E Assignment and Assumption F Guaranty G Pledge Agreement H Security Agreement I Opinion Matters J U.S. Tax Compliance Certificates K Funding Indemnity Letter L Designated Borrower Request M Designated Borrower Notice CREDIT AGREEMENT This CREDIT AGREEMENT (“Agreement”) is entered into as of November 19October 3, 20042012, among ANTHEMTILE SHOP HOLDINGS, INC., an Indiana a Delaware corporation which as of the Merger Effective Date (as hereinafter defined) is to be renamed “WellPointHoldings”), Inc.” THE TILE SHOP, LLC, a Delaware limited liability company (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 as borrowers (each such Subsidiary, a “Designated Borrower” and, together with the Company, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK as Syndication Agent (the “Syndication Agent”), UBS LOAN FINANCE LLC and XXXXXXXX STREET COMMITMENT CORPORATION as Co-Documentation Agents (the “Co-Documentation Agents”), BANC OF AMERICA SECURITIES LLC (“BAS”) and X.X. XXXXXX SECURITIES INC. (“JPMSI”) as Joint Lead Arrangers and Joint Book Managers, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The Borrower Company has requested that the Lenders provide a revolving credit facility and a term loan facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Form of. A Committed Loan Notice B-1 Bid Request B-2 Competitive Bid C B Swing Line Loan Notice C-1 Committed Revolving Loan Note C-2 Swing Line Note D Note Compliance Certificate E Assignment and Assumption F Guaranty G Opinion Matters of Counsel AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of November 19April 28, 2004, among ANTHEMFLIR Systems, INC.Inc., an Indiana Oregon corporation which as of the Merger Effective Date (as hereinafter defined) is to be renamed “WellPoint, Inc.” (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK as Syndication Agent (the “Syndication Agent”), UBS LOAN FINANCE LLC and XXXXXXXX STREET COMMITMENT CORPORATION as Co-Documentation Agents (the “Co-Documentation Agents”), BANC OF AMERICA SECURITIES LLC (“BAS”) and X.X. XXXXXX SECURITIES INC. (“JPMSI”) as Joint Lead Arrangers and Joint Book Managers, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. This Agreement is a restatement of that certain Credit Agreement among Borrower, the Lenders then party thereto, and Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, dated as of March 22, 2002, as amended by a First Amendment to Credit Agreement dated as of June 5, 2003. This Agreement amends, supercedes and restates the Credit Agreement of March 22, 2002, as so amended. The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Form of. A Committed Loan Notice B-1 Bid Request B-2 Competitive Bid C B Swing Line Loan Notice C Revolving Note D Swing Line Note E Compliance Certificate F Assignment and Assumption F Guaranty G Opinion Matters Joinder Agreement H Designated Borrower Request and Assumption Agreement I Designated Borrower Notice CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”) is entered into as of November 19July 15, 20042005, among ANTHEMAMPHENOL CORPORATION, INC., an Indiana a Delaware corporation which as of the Merger Effective Date (as hereinafter defined) is to be renamed “WellPoint, Inc.” (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), certain Subsidiaries of the Company from time to time party hereto (each a “Subsidiary Guarantor” and together with the Company, the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK as Syndication Agent (the “Syndication Agent”), UBS LOAN FINANCE LLC and XXXXXXXX STREET COMMITMENT CORPORATION as Co-Documentation Agents (the “Co-Documentation Agents”), BANC OF AMERICA SECURITIES LLC (“BAS”) and X.X. XXXXXX SECURITIES INC. (“JPMSI”) as Joint Lead Arrangers and Joint Book Managers, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The Borrower Company has requested that the Lenders provide a revolving credit facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: