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As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/18/16 Molina Healthcare Inc 8-K:1,8,9 2/16/16 3:78K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 15K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 23K 3: EX-10.1 Material Contract HTML 20K
| EX-4.1 |
Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
dated as of February 16, 2016
among
Molina Healthcare, Inc.,
the Guarantors Party Hereto
and
U.S. Bank National Association,
as Trustee
5.375% Senior Secured Notes due 2022
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), entered into as of February 16, 2016, among (i) Molina Healthcare, Inc., a Delaware corporation (the “Issuer”), (ii) Molina Pathways, LLC, Pathways Health and Community Support LLC, The RedCo Group, Inc., Family Preservation Services, Inc., Camelot Care Centers, Inc., AmericanWork, Inc., Pathways of Massachusetts LLC, Pathways of Maine, Inc., Pathways Community Services LLC, a Delaware limited liability company, Children’s Behavioral Health, Inc., College Community Services, Pathways of Idaho LLC, Family Preservation Services of North Carolina, Inc., Pathways of Arizona, Inc., Pathways Community Services LLC, a Pennsylvania limited liability company, and Family Preservation Services of Florida, Inc. (each, a “New Guarantor”), and (iii) U.S. Bank National Association, as trustee (in such capacity, the “Trustee”).
RECITALS
WHEREAS, the Issuer, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of November 10, 2015 (the “Indenture”), relating to the Company’s 5.375% Senior Secured Notes due 2022 (the “Notes”);
WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Issuer agreed pursuant to Section 4.17 of the Indenture to cause certain Domestic Subsidiaries to provide Guarantees in certain circumstances; and
WHEREAS, pursuant to Section 9.01(a)(7), the Issuer and the Trustee are authorized to enter into this First Supplemental Indenture without the consent of Holders of the Notes.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this First Supplemental Indenture hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. Each New Guarantor, by its execution of this First Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.
Section 3. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
Section 4. This First Supplemental Indenture, and any dispute, claim or controversy arising under or related to this First Supplemental Indenture, shall be governed by and construed in accordance with the laws of the State of New York.
Section 5. This First Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this First Supplemental Indenture by telecopy, .pdf or e-mail shall be effective as delivery of a manually executed counterpart of this First Supplemental Indenture.
Section 6. In case any provision of this First Supplemental Indenture or the Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 7. This First Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this First Supplemental Indenture will henceforth be read together.
Section 8. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture with respect to the Issuer or any New Guarantor or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the New Guarantors.
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written.
| Molina Healthcare, Inc., as Issuer | ||
| By: | /s/ Joseph W. White | |
| Name: | Joseph W. White | |
| Title: | Vice President, Chief Accounting Officer | |
| Molina Pathways, LLC, as Guarantor | ||
| By: | /s/ Craig Bass | |
| Name: | Craig Bass | |
| Title: | President | |
| Pathways Health and Community Support LLC, as Guarantor | ||
| By: | /s/ Terry Bayer | |
| Name: | Terry Bayer | |
| Title: | President | |
| The RedCo Group, Inc., as Guarantor | ||
| By: | /s/ Terry Bayer | |
| Name: | Terry Bayer | |
| Title: | President | |
| Family Preservation Services, Inc., as Guarantor | ||
| By: | /s/ Terry Bayer | |
| Name: | Terry Bayer | |
| Title: | President | |
[Signature Page to First Supplemental Indenture]
| Camelot Care Centers, Inc., as Guarantor | ||
| By: | /s/ Terry Bayer | |
| Name: | Terry Bayer | |
| Title: | President | |
| AmericanWork, Inc., as Guarantor | ||
| By: | /s/ Terry Bayer | |
| Name: | Terry Bayer | |
| Title: | President | |
| Pathways of Massachusetts LLC, as Guarantor | ||
| By: | /s/ Terry Bayer | |
| Name: | Terry Bayer | |
| Title: | President | |
| Pathways of Maine, Inc., as Guarantor | ||
| By: | /s/ Terry Bayer | |
| Name: | Terry Bayer | |
| Title: | President | |
| Pathways Community Services LLC, a Delaware as Guarantor | ||
| By: | /s/ Terry Bayer | |
| Name: | Terry Bayer | |
| Title: | President | |
[Signature Page to First Supplemental Indenture]
| Children’s Behavioral Health, Inc., as Guarantor | ||
| By: | /s/ Terry Bayer | |
| Name: | Terry Bayer | |
| Title: | President | |
| College Community Services, as Guarantor | ||
| By: | /s/ Terry Bayer | |
| Name: | Terry Bayer | |
| Title: |
President | |
| Pathways of Idaho LLC, as Guarantor | ||
| By: | /s/ Terry Bayer | |
| Name: | Terry Bayer | |
| Title: | President | |
| Family Preservation Services of North Carolina, Inc., as Guarantor | ||
| By: | /s/ Terry Bayer | |
| Name: | Terry Bayer | |
| Title: | President | |
| Pathways of Arizona, Inc., as Guarantor | ||
| By: | /s/ Terry Bayer | |
| Name: | Terry Bayer | |
| Title: | President | |
[Signature Page to First Supplemental Indenture]
| Pathways Community Services LLC, a Pennsylvania as Guarantor | ||
| By: | /s/ Terry Bayer | |
| Name: | Terry Bayer | |
| Title: | President | |
| Family Preservation Services of Florida, Inc., as Guarantor | ||
| By: | /s/ Terry Bayer | |
| Name: | Terry Bayer | |
| Title: | President | |
| U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Paula Oswald | |
| Name: | Paula Oswald | |
| Title: | Vice President | |
[Signature Page to First Supplemental Indenture]
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/18/16 | 4 | ||
| For Period End: | 2/16/16 | 4 | ||
| 11/10/15 | 4, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/21 Molina Healthcare, Inc. 10-K 12/31/20 122:15M |