Fifth Amendment to Credit Agreement



 Exhibit 10.4 
 EXECUTION COPY 
 FIFTH AMENDMENT TO CREDIT AGREEMENT 
 THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 6, 2006, is entered into among
HEALTH NET, INC., a Delaware corporation (the “Borrower”), the Lenders and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”). Terms used but not otherwise
defined herein shall have the meanings provided in the Credit Agreement described below. 
 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 Credit Agreement dated as of
June 30, 2004, as amended by that certain First Amendment to Credit Agreement dated as of March 2, 2005, as amended by that certain Second Amendment to Credit Agreement dated as of August 8, 2005, as amended by that certain Third
Amendment to Credit Agreement dated as of March 1, 2006, as amended by that certain Fourth Amendment and Consent to Credit Agreement dated as of June 23, 2006 (the “Existing Credit Agreement”); 
 WHEREAS, the Borrower has requested that the Required Lenders agree to amend certain provisions of the Credit Agreement as hereinafter set forth;
and 
 WHEREAS, the Required Lenders have agreed to such modifications 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: 
 “Amended Credit Agreement” means the Existing Credit Agreement as amended hereby. 
 “Amendment No. 5 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 Credit Agreement. 







 PART 2 
 AMENDMENT TO EXISTING CREDIT AGREEMENT 
 Effective on (and subject to the occurrence of) the
Amendment No. 5 Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part 2. 
 SUBPART 2.1
Amendment to Section 1.01. The definition of “Specified Share Repurchase” found in Section 1.01 of the Existing Credit Agreement is hereby amended and restated to read as follows: 
 “Specified Share Repurchase” means that certain redemption, purchase or other acquisition for value, direct or indirect, of any shares
of any class of capital stock of the Borrower in an amount not to exceed $500,000,000. 
 PART 3 
 CONDITIONS TO EFFECTIVENESS 
 SUBPART 3.1 Amendment No. 5 Effective Date. This Amendment shall be and become effective as of the date hereof (the “Amendment No. 5 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 have received counterparts of this Amendment, which collectively shall have been duly executed on behalf of each of the Borrower, the Required
Lenders and the Administrative Agent. 
 SUBPART 3.3 Fees and Expenses. The Administrative Agent shall have received all
out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment (including without limitation the fees and expenses of Moore & Van Allen PLLC, special counsel to the
Administrative Agent to the extent the Borrower has received an invoice prior to the Amendment No. 5 Effective Date). 
 PART 4

 MISCELLANEOUS 
 SUBPART 4.1 Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, after giving effect to this Amendment, (a) no Default or Event of Default exists
under the Existing Credit Agreement and (b) the representations and warranties set forth in Article V of the Existing Credit Agreement (i) that contain a materiality qualification are true and correct on and as of the date hereof, subject
to the limitations set forth therein, as if made on and as of such date (except to the extent such representations and warranties expressly relate to another date in which case such representations and warranties shall be true and correct as of such
date) and (ii) that do not contain a materiality qualification are true and correct in all material respects on and as of the date hereof, subject to the limitations set forth therein, as if made on and as of such date (except to the extent
such representations and warranties expressly relate to another date in which case such representations and warranties shall be true and correct in all material respects as of such date). 







 SUBPART 4.2 Cross-References. References in this Amendment to any Part or Subpart are,
unless otherwise specified, to such Part or Subpart of this Amendment. 
 SUBPART 4.3 Instrument Pursuant to Existing Credit
Agreement. This Amendment is executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Existing Credit
Agreement. 
 SUBPART 4.4 References in Other Loan Documents. At such time as this Amendment shall become effective pursuant to
the terms of Subpart 3.1, all references to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended by this Amendment. 
 SUBPART 4.5 Counterparts/Telecopy. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together
but one and the same agreement. Delivery of executed counterparts of the Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original shall be delivered. 
 SUBPART 4.6 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES). 
 SUBPART 4.7 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
 SUBPART 4.8 General. Except as amended hereby, the Existing Credit Agreement and all other credit documents shall continue in full force
and effect. 
 [Remainder of Page Intentionally Left Blank] 







 IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Credit Agreement as of
the date first above written. 
  

									
	BORROWER:	 		 	HEALTH NET, INC.,
		 		 	a Delaware corporation
					
		 		 		 	By:	 	/s/ Wisdom Lu
		 		 		 	Name:	 	Wisdom Lu
		 		 		 	Title:	 	Treasurer









									
	ADMINISTRATIVE AGENT:	 		 	BANK OF AMERICA, N.A.
					
		 		 		 	By:	 	/s/ Aamir Saleem
		 		 		 	Name:	 	Aamir Saleem
		 		 		 	Title:	 	Vice President









									
	LENDERS:	 		 	BANK OF AMERICA, N.A., as L/C Issuer,
Swing Line Lender as a Lender
					
		 		 		 	By:	 	/s/ Joseph L Corah
		 		 		 	Name:	 	Joseph L. Corah
		 		 		 	Title:	 	Senior Vice President









			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	/s/ Dawn Lee Lum
	Name:	 	Dawn Lee Lum
	Title:	 	Vice President










			
	CITICORP USA, INC.
		
	By:	 	/s/ Peter C. Bickford
	Name:	 	Peter C. Bickford
	Title:	 	Vice President










			
	THE BANK OF NOVA SCOTIA
		
	By:	 	/s/ V.H. Gibson
	Name:	 	V.H. Gibson
	Title:	 	Assistant Agent










			
	UNION BANK OF CALIFORNIA, N.A.
		
	By:	 	/s/ Philip M. Roesner
	Name:	 	Philip M. Roesner
	Title:	 	Vice President










			
	THE BANK OF NEW YORK
		
	By:	 	/s/ Jonathan Rollins
	Name:	 	Jonathan Rollins, CFA
	Title:	 	Vice President










			
	UBS LOAN FINANCE, LLC
		
	By:	 	/s/ Richard L. Tavrow
	Name:	 	Richard L. Tavrow
	Title:	 	Director
		
	By:	 	/s/ Irja R. Otsa
	Name:	 	Irja R. Otsa
	Title:	 	Associate Director










			
	NATIONAL CITY BANK
		
	By:	 	/s/ Gustavus A. Bahr
	Name:	 	Gustavus A. Bahr
	Title:	 	Vice President