Item 1.01 Entry into a Material Definitive Agreement

On December 20, 2019, eHealth, Inc. (the "Company") entered into Amendment No. 3 to Credit Agreement ("Amendment No. 3"), which amends the Credit Agreement, dated as of September 17, 2018, by and among the Company, eHealthInsurance Services, Inc., Wealth, Health and Life Advisors, LLC, as borrowers, PlanPrescriber, Inc., as guarantor, Royal Bank of Canada, as administrative agent and collateral agent, and each lender party thereto (as amended, modified or supplemented, the "Credit Agreement"). Amendment No. 3 amends the Credit Agreement to, among other things, increase the aggregate available commitments under the senior secured revolving credit facility from $40.0 million to $75.0 million, add a new lender, and extend the maturity date to December 20, 2022. Amendment No. 3 also amends certain covenants in the Credit Agreement, including a financial covenant to require the Company to maintain at least $6.0 million of excess availability at all times or, if greater, up to $11.25 million depending on the Company's borrowing base as determined by its eligible past and future commission receivables. In addition, Amendment No. 3 amends the payment conditions to, among other things, require the Company to have at least $10.0 million of liquidity or, if greater, up to $18.75 million depending on the Company's borrowing base as determined by its eligible past and future commission receivables, in order for the Company to make certain permitted acquisitions, investments, distributions and payments of indebtedness. Amendment No. 3 also amends the seasonal amount thresholds used in connection with the cash dominion and field examination covenants in the Credit Agreement.

The foregoing description of Amendment No. 3 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 3, a copy of which is attached hereto as Exhibit 10.1.




Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an
             Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.




Item 9.01    Financial Statements and Exhibits.



(d)  Exhibits

Exhibit No. Description


  10.1        Amendment No. 3 to Credit Agreement, dated as of December 20, 2019,
            by and among eHealth, Inc., eHealthInsurance Services, Inc., Wealth,
            Health and Life Advisors, LLC, PlanPrescriber, Inc., Royal Bank of
            Canada and each lender from time to time party to the Credit
            Agreement.

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