Exhibit 10.3
SECOND AMENDMENT TO BRIDGE LOAN
AGREEMENT
THIS SECOND AMENDMENT TO BRIDGE
LOAN AGREEMENT (this
“ Amendment ”), dated as of
November 6, 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
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WHEREAS , the Borrower, the Lenders party thereto, and
the Administrative Agent entered into that certain Bridge Loan
Agreement dated as of June 23, 2006, as amended by the First
Amendment dated as of September 21, 2006 (the “
Existing Bridge Loan Agreement ”);
WHEREAS , the Borrower has requested that the Required
Lenders agree to amend certain provisions of the Existing Bridge
Loan Agreement as hereinafter set forth;
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 .
SUBPART 2.1
. The following definition is added
to Section 1.01 of the Existing Bridge Loan Agreement in
appropriate alphabetical order:
“ Second Amendment
Effective Date ” means November 6, 2006.
SUBPART 2.2
. The first sentence contained in
Section 7.02 of the Existing Bridge Loan Agreement is hereby
deleted in its entirety and replaced with the following:
The provisions of the following
Sections of the Revolving Credit Agreement as in effect on the
Second Amendment Effective Date are incorporated herein by
reference in their entirety with the same effect as if set forth in
full herein (with the defined terms used therein, including defined
terms used in other defined terms, having the meanings assigned to
them in the Revolving Credit Agreement except as expressly set
forth below):
PART 3
CONDITIONS TO
EFFECTIVENESS
SUBPART 3.1
Amendment Effective Date .
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