Item 1.01 Entry into a Material Definitive Agreement

On March 15, 2023, GoHealth, Inc. (the "Company") entered into Amendment No. 10 to the Credit Agreement ("Amendment No. 10"). Amendment No. 10 amends the original credit agreement, dated as of September 13, 2019, as amended by Amendment No. 1 to the Credit Agreement and Incremental Facility Amendment, dated as of March 20, 2020, Incremental Facility Agreement and Technical Amendment No. 2 to the Credit Agreement, dated as of May 7, 2020, Incremental Facility Agreement No. 3, dated as June 11, 2020, Amendment No. 4 to the Credit Agreement and Incremental Facility Agreement, dated as of May 7, 2021, Amendment No. 5 to the Credit Agreement and Incremental Facility Agreement, dated as of June 11, 2021, Amendment No. 6 to the Credit Agreement and Incremental Facility Agreement, dated as of November 10, 2021, Amendment No. 7 to the Credit Agreement, dated as of March 14, 2022, Amendment No. 8 to the Credit Agreement, dated as of August 12, 2022, and Amendment No. 9 to the Credit Agreement, dated as of November 9, 2022.

Amendment No. 10 amended the Credit Agreement to convert the existing LIBOR-based rate applicable to the term loan and revolving credit facilities under the Credit Agreement to a Term SOFR Rate with a credit spread adjustment of 0.10%, 0.15% or 0.25% per annum for interest periods of one month, three months, or six months, respectively, and a floor of 1.00%.

A copy of Amendment No. 10 is attached hereto as Exhibit 10.1 and is incorporated by reference herein. The foregoing description of Amendment No. 10 is qualified in its entirety by reference to the full text of Amendment No. 10. Any capitalized terms used herein and not defined shall have the meaning provided in Amendment No. 10.

Item 9.01. Financial Statements and Exhibits.




(d)  Exhibits

Exhibit
Number                                Exhibit Description

10.1           Amendment No. 10 to the Credit Agreement, dated as of March 15,
             2023, among Norvax, LLC, as borrower, Owl Rock Capital Corporation, as
             administrative agent, collateral agent and required lenders.

104          Cover Page Interactive Data File (the cover page XBRL tags are
             embedded within the Inline XBRL document)

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