MOLINA HEALTHCARE, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 15, 2013 1.125% Cash Convertible Senior Notes due 2020Indenture • February 15th, 2013 • Molina Healthcare Inc • Hospital & medical service plans • New York
INDENTURE dated as of February 15, 2013 between MOLINA HEALTHCARE, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
To: Molina Healthcare, Inc. Long Beach, California 90802 Attention: General Counsel Telephone No.: (562) 435-3666 Facsimile No.: (916) 646-4572Warrant Agreement • February 15th, 2013 • Molina Healthcare Inc • Hospital & medical service plans • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Molina Healthcare, Inc. (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.
MOLINA HEALTHCARE, INC. Purchase AgreementPurchase Agreement • February 15th, 2013 • Molina Healthcare Inc • Hospital & medical service plans • New York
February 11, 2013Call Option Transaction • February 15th, 2013 • Molina Healthcare Inc • Hospital & medical service plans
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated February 11, 2013 (the “Offering Memorandum”) relating to the 1.125% Convertible Senior Notes due 2020 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 450,000,000 (as increased by up to an aggregate principal amount of USD 100,000,000 if and to the extent that the Initial Purchasers (as defined herein) exercise their option to purchase additional Convertible Notes pur
February 13, 2013Call Option Transaction • February 15th, 2013 • Molina Healthcare Inc • Hospital & medical service plans • New York
This letter agreement (this “Amendment”) amends the terms and conditions of the call option transaction (the “Transaction”) evidenced by the letter agreement between Bank of America, N.A. (“Dealer”) and Molina Healthcare, Inc. (“Counterparty”) dated as of February 11, 2013 (the “Confirmation”).
To: Molina Healthcare, Inc. Long Beach, California 90802 Attention: General Counsel TelephoneNo.: (562)435-3666 FacsimileNo.: (916)646-4572Amendment to Call Option Transaction • February 15th, 2013 • Molina Healthcare Inc • Hospital & medical service plans • New York
This letter agreement (this “Amendment”) amends the terms and conditions of the call option transaction (the “Transaction”) evidenced by the letter agreement between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Molina Healthcare, Inc. (“Counterparty”) dated as of February 11, 2013 (the “Confirmation”).
