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
limited liability company,

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
limited liability company,

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]