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Omnibus Amendment To Participation Agreement, Put Option Agreement And Call Option Agreement

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Sectors: Health Products and Services
Governing Law: Delaware, View Delaware State Laws
Effective Date: March 09, 2009
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Exhibit 10.1

OMNIBUS AMENDMENT TO

PARTICIPATION AGREEMENT, PUT OPTION AGREEMENT

AND CALL OPTION AGREEMENT

DATED AS OF MARCH 9, 2009

HEALTH NET FUNDING, INC.,

HEALTH NET, INC., LODGEMORE HOLDINGS INC.

ING BANK N.V.

and

HEALTH NET FINANCING, L.P.

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND INTERPRETATION 1

ARTICLE II AMENDMENTS 2

ARTICLE III COUNTERPARTS; MISCELLANEOUS 3

ARTICLE IV GOVERNING LAW 3


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THIS OMNIBUS AMENDMENT TO PARTICIPATION AGREEMENT, PUT OPTION AGREEMENT AND CALL OPTION AGREEMENT (this " Amendment" ), dated as of March 9, 2009, is entered into among HEALTH NET FUNDING, INC., a corporation organized under the laws of the State of Delaware (together with its permitted assigns and successors, " U.S. Investor" ), HEALTH NET, INC., a publicly traded U.S. Corporation (together with its permitted assigns and successors, " U.S. Parent" ), LODGEMORE HOLDINGS, INC., a Canadian corporation (together with its permitted assigns and successors, " Canadian Investor" ), ING BANK N.V., a public limited liability company organized under the laws of the Netherlands (together with its permitted assigns and successors, " Credit Risk Bank" ), and HEALTH NET FINANCING, L.P., a Delaware limited partnership (together with its permitted assigns and successors, the " Partnership" ).

WITNESSETH:

WHEREAS, U.S. Investor, U.S. Parent, Canadian Investor, Credit Risk Bank and the Partnership entered into that certain Participation Agreement, dated as of December 19, 2007, among U.S. Investor, U.S. Parent, Canadian Investor, Credit Risk Bank and the Partnership, as amended by the First Amendment thereto, dated as of April 29, 2008, and the Omnibus Amendment to the Participation Agreement and Put Option Agreement, dated as of November 10, 2008, the " Participation Agreement" ;

WHEREAS, U.S. Investor, Canadian Investor and Credit Risk Bank are parties to the Put Option Agreement, as amended;

WHEREAS, U.S. Investor, Credit Risk Bank (as assignee of U.S. Investor) and Canadian Investor are parties to the Call Option Agreement; and

WHEREAS, U.S. Investor, U.S. Parent, Canadian Investor, Credit Risk Bank and the Partnership wish to further amend certain provisions of the Participation Agreement, Put Option Agreement and Call Option Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1. All capitalized terms used herein (including in the recitals above) shall, unless otherwise defined herein, have the respective meanings set forth in Appendix A to the Participation Agreement.

Section 1.2. In this Amendment, unless the context shall otherwise require:

(a) all references to sections, exhibits, schedules or appendices are references to sections, exhibits, schedules or appendices of this Amendment unless otherwise stated:


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(b) a reference to a law includes any amendment or modification to such law and any rules or regulations issued thereunder or any law enacted in substitution or replacement therefor;

(c) the headings are inserted for convenience only and shall not define or limit, nor affect the interpretation of, the provisions hereof;

(d) words denoting the singular only shall include the plural and vice versa;

(e) " include" and " including" are not limiting; and; (f) all references to documents are to those documents as amended, modified and supplemented from time to time. ARTICLE II

AMENDMENTS

Section 2.1. Amendment of the Participation Agreement . The definition of " Class A Limited Partner Early Termination Event" in Appendix A to the Participation Agreement is hereby amended as follows:

(a) any text in Schedule 2.1 hereto that is struck through shall be deleted; and

(b) any text in Schedule 2.1 hereto that is double underscored shall be added. Section 2.2. Amendments to the Call Option Agreement .

(a) Section 2.02(a) of the Call Option Agreement is hereby amended as follows:

(i) any text in Schedule 2.2(a) hereto that is struck through shall be deleted; and

(ii) any text in Schedule 2.2(a) hereto that is double underscored shall be added.

(b) Section 2.02(d) of the Call Option Agreement is hereby amended as follows: (i) any text in Schedule 2.2(b) hereto that is struck through shall be deleted; and (ii) any text in Schedule 2.2(b) hereto that is double underscored shall be added. Section 2.3. Amendments to Put Option Agreement .


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(a) Section 2.02(a) of the Put Option Agreement is hereby amended as follows: (i) any text in Schedule 2.3(a) hereto that is struck through shall be deleted; and (ii) any text in Schedule 2.3(a) hereto that is double underscored shall be added. (b) Section 2.02(e) of the Put Option Agreement is hereby amended as follows: (i) any text in Schedule 2.3(b) hereto that is struck through shall be deleted; and (ii) any text in Schedule 2.3(b) hereto that is double underscored shall be added. (c) Clause (k) Article IV of the Put Option Agreement is hereby amended by deleting the words " U.S. Parent fails to have a Threshold Rating" and replacing them with the word " [Reserved]" .

ARTICLE III COUNTERPARTS; MISCELLANEOUS

Section 3.1. This Amendment may be signed in two or more counterparts which, when taken together, shall constitute one and the same instrument.

Section 3.2. Excepted as amended hereby, the Participation Agreement, the Put Option Agreement and the Call Option Agreement remain in full force and effect. In addition, the parties confirm that (i) the Memorandum of Understanding remains in full force and effect and (ii) any agreement entered into by the parties amending a Transaction Document shall be considered a Transaction Document.

ARTICLE IV

GOVERNING LAW Section 4.1. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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