Attached files
file | filename |
---|---|
8-K - FORM 8-K - MOLINA HEALTHCARE, INC. | d488035d8k.htm |
EX-4.1 - EX-4.1 - MOLINA HEALTHCARE, INC. | d488035dex41.htm |
EX-1.1 - EX-1.1 - MOLINA HEALTHCARE, INC. | d488035dex11.htm |
EX-10.1 - EX-10.1 - MOLINA HEALTHCARE, INC. | d488035dex101.htm |
EX-10.5 - EX-10.5 - MOLINA HEALTHCARE, INC. | d488035dex105.htm |
EX-10.4 - EX-10.4 - MOLINA HEALTHCARE, INC. | d488035dex104.htm |
EX-10.8 - EX-10.8 - MOLINA HEALTHCARE, INC. | d488035dex108.htm |
EX-10.2 - EX-10.2 - MOLINA HEALTHCARE, INC. | d488035dex102.htm |
EX-10.7 - EX-10.7 - MOLINA HEALTHCARE, INC. | d488035dex107.htm |
EX-10.3 - EX-10.3 - MOLINA HEALTHCARE, INC. | d488035dex103.htm |
Exhibit 10.6
Bank of America, N.A.
c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
One Bryant Park
New York, NY 10036
Attention: John Servidio
Telephone: 646-855-6770
Facsimile: 704-208-2869
February 13, 2013
To: | Molina Healthcare, Inc. |
200 Oceangate, Suite 100 |
Long Beach, California 90802 |
Attention: General Counsel |
Telephone No.: (562) 435-3666 |
Facsimile No.: (916) 646-4572 |
Re: | Amendment to Call Option Transaction |
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).
1. Definitions. Capitalized terms used herein without definition shall have the meanings assigned to them in the Confirmation.
2. Representations and Warranties of Counterparty. Each of the representations and warranties made pursuant to the Agreement and the Confirmation on the Trade Date and the Premium Payment Date are hereby deemed to be repeated on the date hereof and on the Premium Payment Date as if (w) references in the Confirmation to the Trade Date and the date hereof were references to the date hereof, (x) the reference in the Agreement to each date on which a Transaction is entered into were a reference to the date hereof, (y) references in the Agreement to the Agreement were references to this Amendment and (z) references in the Confirmation to the Transaction and this Confirmation were references to the Transaction, as the terms are amended by this Amendment, and this Amendment, respectively.
3. Amendments. The Confirmation is hereby amended as follows:
(a) The number 450,000 opposite the caption Number of Options in Section 2 of the Confirmation is hereby replaced with the number 550,000.
(b) The figure USD 57,424,577 opposite the caption Premium in Section 2 of the Confirmation is hereby replaced with the figure USD 70,185,595.
4. Opinions. Counterparty shall deliver to Dealer an opinion of counsel, dated as of the date hereof, with respect to the matters set forth in Sections 8(a) through (c) of the Confirmation as if references in such Sections to the Confirmation were references to this Amendment and the Confirmation, as amended by this Amendment. In respect of obligations under the Confirmation as amended by this Amendment, delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each such obligation of Dealer under Section 2(a)(i) of the Agreement.
5. Effectiveness. This Amendment shall become effective upon the consummation of the sale of the Option Securities (as such term is defined in the Purchase Agreement) by Counterparty to the Initial Purchasers (as such term is defined in the Purchase Agreement). Upon the effectiveness of this Amendment, all references in the Confirmation to the Transaction will be deemed to be references to the Transaction as amended hereby, and all references to the Confirmation will be deemed to be references to the Confirmation as amended hereby. Except as amended hereby, all the terms of the Transaction and provisions in the Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.
6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.
7. Governing Law. The provisions of this Amendment shall be governed by the laws of the State of New York law (without reference to choice of law doctrine).
Counterparty hereby agrees (a) to check this Amendment carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty with respect to the Transaction, as amended hereby, by manually signing this Amendment or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to John Servidio, Facsimile No. 704-208-2869.
Very truly yours, | ||||||
Bank of America, N.A. | ||||||
By: |
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Name: |
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Title: |
Accepted and confirmed
as of the date set forth above:
Molina Healthcare, Inc. | ||
By: |
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Authorized Signatory | ||
Name: |
[Signature Page to Amendment to Call Option Transaction Confirmation]