THIRD AMENDMENT TO CREDIT AGREEMENT

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 Xxxxxx, Xxxxx & Xxxxxxx 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,

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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]

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     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/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Chief Executive Officer and President
		BORROWERS:
		WCG HEALTH MANAGEMENT, INC.
		By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Chief Executive Officer and President
		THE WELLCARE MANAGEMENT GROUP, INC.
		By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Chief Executive Officer and President
		COMPREHENSIVE HEALTH MANAGEMENT, INC.
		By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Chief Executive Officer and President

(signatures continued on following page)

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		WACHOVIA BANK, NATIONAL ASSOCIATION, as
		Administrative Agent and as Lender
		By:		/s/ Xxxxxxxxx X. Xxxxxxxx
		Name: Xxxxxxxxx X. Xxxxxxxx
		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/ Xxxxxx XxXxxxx
		Name: Xxxxxx XxXxxxx
		Title: Director
		MAPLEWOOD (CAYMAN) LIMITED
		By: Babson Capital Management LLC as Investment
		Manager
		By:		/s/ Xxxxxx XxXxxxx
		Name: Xxxxxx XxXxxxx
		Title: Director
		BANK LEUMI USA
		By:		/s/ Xxxxxxx Xxxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxxx
		Title: First Vice President
		CAROLINA FIST BANK, as Lender
		By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxxxxx
		Title: Executive Vice President

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		COLONIAL BANK, N.A.
		By:		/s/ Xxxxxxxx X. Xxxxx
		Name: Xxxxxxxx X. Xxxxx
		Title: Sr. Vice President
		CREDIT SUISSE LOAN FUNDING LLC
		By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Managing Director
		By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Managing Director
		ENCORE BANK, N.A.:
		By:		/s/ J. Xxxxx Xxxxxxx
		Name: J. Xxxxx Xxxxxxx
		Title: Senior Vice President
		FIFTH THIRD BANK
		By:		/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Vice President
		FIRST TENNESSEE BANK NATIONAL ASSOCIATION
		By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Senior Vice President
		XX XXXXXXXXX, LLC
		By:		/s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		Title: V.P.
		GOLDENTREE LOAN OPPORTUNITIES V, LIMITED
		By: GoldenTree Asset Management, LP
		By:		/s/ Xxxxx Xxxxx
		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/ Xxxxx X. Love
		Name: Xxxxx X. Love
		Title: Chief Credit Officer
		GULF STREAM-COMPASS CLO 2003-I LTD
		By: Gulf Stream Asset Management LLC as Collateral
		Manager
		By:		/s/ Xxxxx X. Love
		Name: Xxxxx X. Love
		Title: Chief Credit Officer
		GULF STREAM-COMPASS CLO 2004-I LTD
		By: Gulf Stream Asset Management LLC as Collateral
		Manager
		By:		/s/ Xxxxx X. Love
		Name: Xxxxx X. 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/ Xxxxx X. Love
		Name: Xxxxx X. Love
		Title: Chief Credit Officer
		GULF STREAM-SEXTANT CLO 2006-I LTD
		By: Gulf Stream Asset Management LLC as Collateral
		Manager
		By:		/s/ Xxxxx X. Love
		Name: Xxxxx X. Love
		Title: Chief Credit Officer

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		GULF STREAM-COMPASS CLO 2005-II LTD
		By: Gulf Stream Asset Management LLC as Collateral
		Manager
		By:		/s/ Xxxxx X. Love
		Name: Xxxxx X. Love
		Title: Chief Credit Officer
		GULF STREAM-SEXTANT CLO 2007-I LTD
		By: Gulf Stream Asset Management LLC as Collateral
		Manager
		By:		/s/ Xxxxx X. Love
		Name: Xxxxx X. Love
		Title: Chief Credit Officer
		GULF STREAM-COMPASS CLO 2005-I LTD
		By: Gulf Stream Asset Management LLC as Collateral
		Manager
		By:		/s/ Xxxxx X. Love
		Name: Xxxxx X. Love
		Title: Chief Credit Officer
		LENDER NAME:
		By:		/s/ Xxxxxxx X. XxXxxx
		Name: Xxxxxxx X. XxXxxx
		Title: Vice President
		LASALLE BANK, NATIONAL ASSOCIATION:
		By:		/s/ Xxxxxxx Xxxxxxx-Xxxxxxxxx
		Name: Xxxxxxx Xxxxxxx-Xxxxxxxxx
		Title: Senior Vice President
		LIGHTPOINT CLO 2004-1, LTD.
		By:		/s/ Xxxxx Xxxxxx
		Name: Xxxxx Xxxxxx
		Title: Senior Vice President

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		VERITAS CLO I, LTD.
		By:		/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title: Attorney-in-Fact
		REGIONS BANK
		By:		/s/ Xxxxxxx X. Xxxx
		Name: Xxxxxxx X. Xxxx
		Title: Vice President
		EAGLE LOAN TRUST
		By: Xxxxxxxxx Capital Partners, LLC as its Collateral
		Manager
		By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director
		XXXXXXXXX AZURE CLO, LTD.
		By: Xxxxxxxxx Capital Partners, LLC as its Collateral
		Manager
		By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director
		XXXXXXXXX BRISTOL CLO, LTD.
		By: Xxxxxxxxx Capital Partners, LLC as its Collateral
		Manager
		By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director
		XXXXXXXXX DAYTONA CLO, LTD.
		By: Xxxxxxxxx Capital Partners, LLC as its Collateral
		Manager
		By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director

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		XXXXXXXXX MCLAREN CLO, LTD.
		By: Xxxxxxxxx Capital Partners, LLC as its Collateral
		Manager
		By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director
		XXXXXXXXX VANTAGE CLO, LTD.
		By: Xxxxxxxxx Capital Partners, LLC as its Collateral
		Manager
		By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director
		XXXXXXXXX VEYRON CLO, LTD.
		By: Xxxxxxxxx Capital Partners, LLC as its Collateral
		Manager
		By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director
		XL RE EUROPE LIMITED
		By: Xxxxxxxxx Capital Partners, LLC signed as: its Collateral
		Manager
		By:		/s/ Xxxxx Xxxx
		Name: Xxxxx Xxxx
		Title: Managing Director
		UBS LOAN FINANCE LLC:
		By:		/s/ Xxxxxxx X. Xxxxxx
		Name: Xxxxxxx X. Xxxxxx
		Title: Director
		By:		/s/ Xxxxx X. Xxxxx
		Name: Xxxxx X. Xxxxx
		Title: Associate Director

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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.]

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     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/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Chief Executive Officer and President
		WCG HEALTH MANAGEMENT, INC.
		By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Chief Executive Officer and President
		THE WELLCARE MANAGEMENT GROUP, INC.
		By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Chief Executive Officer and President
		COMPREHENSIVE HEALTH MANAGEMENT, INC.
		By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Chief Executive Officer and President
		COMPREHENSIVE HEALTH MANAGEMENT OF FLORIDA, L.C.
		By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Chief Executive Officer and President
		HARMONY HEALTH SYSTEMS, INC.
		By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Chief Executive Officer and President

(signatures continued on following page)

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		HARMONY HEALTH MANAGEMENT, INC.
		By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Chief Executive Officer and President
		COMPREHENSIVE LOGISTICS, LLC
		By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Chief Executive Officer and President
		HARMONY BEHAVIORAL HEALTH, INC.
		By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Chief Executive Officer and President
		HARMONY BEHAVIORAL HEALTH IPA, INC.
		By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Chief Executive Officer and President
		WELLCARE PHARMACY BENEFITS MANAGEMENT, INC.
		By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Chief Executive Officer and President
		WELLCARE SPECIALTY PHARMACY, INC.
		By:		/s/ Xxxxx Xxxxxxxxx
		Name: Xxxxx Xxxxxxxxx
		Title: Chief Executive Officer and President

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