AMENDMENT TO BRIDGE
LOAN AGREEMENT
THIS AMENDMENT TO BRIDGE LOAN
AGREEMENT (this “ Amendment ”), dated
as of September 21, 2006, is entered into among HEALTH NET,
INC. , a Delaware corporation (the “
Borrower ”), the Lenders party thereto and
THE BANK OF NOVA SCOTIA , as administrative agent (the
“ Administrative Agent ”).
W I T N E S S E T
H
WHEREAS , the Borrower, the
Lenders party thereto, and the Administrative Agent entered into
that certain Bridge Loan Agreement dated as of June 23, 2006
(the “ Existing Bridge Loan Agreement
”);
WHEREAS , the Borrower has informed the
Administrative Agent that it seeks to extend the Maturity Date for
an additional six months;
WHEREAS , each Lender has
agreed to such modification on the terms and conditions set forth
herein.
NOW, THEREFORE , in
consideration of the agreements hereinafter set forth, and for
other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as
follows:
PART 1
DEFINITIONS
SUBPART 1.1 Certain
Definitions . Unless otherwise defined herein or the context
otherwise requires, the following terms used in this Amendment,
including its preamble and recitals, have the following
meanings:
“
Amendment Effective Date ” is defined in Subpart
3.1 .
SUBPART 1.2 Other
Definitions . Unless otherwise defined herein or the context
otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the meanings provided in the Existing
Bridge Loan Agreement.
PART 2
AMENDMENTS TO EXISTING BRIDGE LOAN AGREEMENT
Effective on (and subject to the
occurrence of) the Amendment Effective Date, the Existing Bridge
Loan Agreement is hereby amended in accordance with this
Part 2 .
The following definition found in
Section 1.01 of the Existing Bridge Loan Agreement is hereby
amended and restated to read as follows:
“
Maturity Date ” means March 22, 2007.
PART 3
CONDITIONS TO EFFECTIVENESS
SUBPART 3.1 Amendment
Effective Date . This Amendment shall become effective as of
the date hereof (the “ Amendment Effective Date
”) when all of the conditions set forth in this
Part 3 shall have been satisfied, and thereafter this
Amendment shall be known, and may be referred to, as the “
Amendment ”.
SUBPART 3.2 Execution of
Counterparts of Amendment . The Administrative Agent shall
