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Entry into a Material Definitive

5.375% Senior Notes due 2022

On November10, 2015 (the Settlement Date), Molina Healthcare, Inc., a Delaware corporation (the Company), completed the private offering of $700.0 million aggregate principal amount of its senior notes due 2022 (the Notes) pursuant to an indenture, dated as of the Settlement Date, by and among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee, in the form attached hereto as Exhibit 4.1 to this Current Report on Form 8-K (the Indenture).

The following is a brief description of the terms of the Notes and the Indenture.

Interest and Maturity

The Notes will bear interest at the rate of 5.375%per year. Interest will be payable semi-annually in arrears on May15 and November15 of each year, comm encing May15, 2016, and will accrue from the Settlement Date. The Notes will mature on November15, 2022.

Guarantees

The Notes will be guaranteed by each of the Companys existing and future direct and indirect domestic restricted subsidiaries that guarantee the Companys existing revolving credit facility. As of the date of this Current Report on Form 8-K, the only subsidiaries of the Company that have guaranteed the Notes are Molina Information Systems, LLC and Molina Medical Management, Inc. None of the Companys health plan subsidiaries will guarantee the Notes.

Ranking

The Notes and the guarantees described above will be senior unsecured obligations of the Company and the guarantors, respectively, and will rank

pari passu

in right of payment with all existing and future senior debt and senior to all existing and future subordinated debt of the Company and the guarantors. The Notes and the guarantees will be effectively subordinated to all existing and future secured debt of the Company and the guarantors to the extent of the assets securing such debt. In addition, the Notes and the guarantees will be structurally subordinated to all indebtedness and other liabilities and preferred stock of the Companys subsidiaries that do not guarantee the Notes.

Convertibility

The Notes are not convertible into the Companys common stock or any other securities.

Optional Redemption

The Company may redeem some or all of the Notes at any time and from time to time prior to August15, 2022 (three months prior to the maturity of the Notes) at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest thereon, if

-2-

any, to, but excluding, the applicable redemption date, plus a make-whole premium. Thereafter, the Company may redeem some or all of the Notes at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date.

Change of Control

If a Change of Control (as...


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