MASTER INCREASING LENDER SUPPLEMENT

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.]


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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:
 
 
 
 
 
 
 
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



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