0001193125-06-139598 Sample Contracts

SECURITY AND CONTROL AGREEMENT
Security Agreement • June 29th, 2006 • Health Net Inc • Hospital & medical service plans • New York

This SECURITY AND CONTROL AGREEMENT, dated as of June 23 2006 (this “Security Agreement”), is entered into by and between HEALTH NET, INC., a Delaware corporation (the “Pledgor”), U.S. BANK TRUST NATIONAL ASSOCIATION, as trustee for the registered holders from time to time (the “Holders”) of the Notes (as defined herein) issued by the Pledgor under the Indenture referred to below (in such capacity, the “Trustee”), and U.S. BANK NATIONAL ASSOCIATION, as “securities intermediary” (as defined in Section 8-102 of the UCC (as defined below)) hereunder (in such capacity, the “Securities Intermediary”).

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FIRST SUPPLEMENTAL INDENTURE HEALTH NET, INC. AND AS TRUSTEE
First Supplemental Indenture • June 29th, 2006 • Health Net Inc • Hospital & medical service plans • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of June 23, 2006, between Health Net, Inc., a Delaware corporation (the “Company”) and U.S. Bank Trust National Association, as trustee (the “Trustee”), under the Indenture, dated as of April 12, 2001 (as supplemented to date, the “Indenture”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Indenture.

BRIDGE LOAN AGREEMENT Dated as of June 23, 2006 among HEALTH NET, INC., as the Borrower, THE LENDERS PARTY HERETO and THE BANK OF NOVA SCOTIA, as Administrative Agent
Bridge Loan Agreement • June 29th, 2006 • Health Net Inc • Hospital & medical service plans • New York

This BRIDGE LOAN AGREEMENT is entered into as of June 23, 2006 among HEALTH NET, INC., a Delaware corporation (the “Borrower”), the Lenders (defined herein) and THE BANK OF NOVA SCOTIA, as Administrative Agent.

TERM LOAN CREDIT AGREEMENT Dated as of June 23, 2006 among HEALTH NET, INC., as the Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITICORP USA, INC., as Syndication Agent and THE OTHER LENDERS PARTY HERETO J.P. MORGAN SECURITIES INC....
Term Loan Credit Agreement • June 29th, 2006 • Health Net Inc • Hospital & medical service plans • New York

This TERM LOAN CREDIT AGREEMENT is entered into as of June 23, 2006 among HEALTH NET, INC., a Delaware corporation (the “Borrower”), the Lenders (defined herein), CITICORP USA, INC., as Syndication Agent and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

FOURTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT
Credit Agreement • June 29th, 2006 • Health Net Inc • Hospital & medical service plans

THIS FOURTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 23, 2006, is entered into among HEALTH NET, INC., a Delaware corporation (the “Borrower”), the Lenders and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”).

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