Increasing Lender Supplement dated March 22, 2017
EX-10.1 5 ex10132217.htm INCREASING LENDER SUPPLEMENT DATED MARCH 22, 2017 Exhibit
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Exhibit 10.1
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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:
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
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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