exv4w3



 





Exhibit 4.3




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



 









 








MOLINA HEALTHCARE, INC.

3.75% Convertible Senior Notes due 2014




	 	 	 	 	 
	No. 1

	 	$	200,000,000	 






CUSIP No. 60855R AA8




     Molina Healthcare, Inc., a corporation duly organized and validly existing under the laws of
the State of Delaware (herein called the “Company,” which term includes any successor corporation
under the Indenture, as supplemented by the First Supplemental Indenture, referred to on the
reverse hereof), for value received hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of Two Hundred Million Dollars (which amount may from time to time be increased
or decreased to such other principal amounts by adjustments made on the records of the Trustee as
set forth in Schedule B hereto, as Custodian of the Depository, in accordance with the rules and
procedures of the Depository) on October 1, 2014.



     The Notes bear interest at the rate of 3.75% per year from the date of original issuance of
the Notes, or from the most recent date to which interest had been paid or provided for to, but
excluding, the next scheduled Interest Payment Date. Interest is payable semi-annually in arrears
on each April 1 and October 1, commencing April 1, 2008, to holders of record at the close of
business on the preceding March 15 and September 15, respectively.



     Payment of the principal of and interest accrued on this Note shall be made at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New
York, or, at the option of the holder of this Note, at the Corporate Trust Office, in such lawful
money of the United States of America as at the time of payment shall be legal tender for the
payment of public and private debts; provided, however, interest may be paid by check mailed to
such holder’s address as it appears in the Security Register; provided further, however, that, with
respect to any Noteholder with an aggregate principal amount equal to or in excess of $2,000,000,
at the request of such holder in writing to the Company, interest on such holder’s Notes shall be
paid by wire transfer in immediately available funds in accordance with the written wire transfer
instruction supplied by such holder from time to time to the Trustee and Paying Agent (if different
from the Trustee) at least two days prior to the applicable record date; provided that any payment
to the Depository or its nominee shall be paid by wire transfer in immediately available funds in
accordance with the wire transfer instruction supplied by the Depository or its nominee from time
to time to the Trustee and Paying Agent (if different from Trustee) at least two days prior to the
applicable record date.



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     Reference is made to the further provisions of this Note set forth on the reverse hereof,
including, without limitation, provisions giving the holder of this Note the right to convert this Note into cash and Common Stock of the Company on the terms and
subject to the limitations referred to on the reverse hereof and as more fully specified in the
Indenture, as supplemented by the First Supplemental Indenture. Such further provisions shall for
all purposes have the same effect as though fully set forth at this place.



     This Note shall be deemed to be a contract made under the laws of the State of New York, and
for all purposes shall be construed in accordance with and governed by the laws of said State
(without regard to the conflicts of laws provisions thereof).



     This Note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been manually signed by the Trustee or a duly authorized
authenticating agent under the Indenture.



[Remainder of page intentionally left blank]




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     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.



	 	 	 	 	 
	 	MOLINA HEALTHCARE, INC. 

 	 
	 	By:  	/s/ John C. Molina
 	 
	 	 	Name:  	John C. Molina                	 
	 	 	Title:  	Chief Financial Officer 	 
	 



TRUSTEE’S CERTIFICATE OF AUTHENTICATION

U.S. BANK NATIONAL ASSOCIATION

as Trustee, certifies that this is one of the Notes described

in the within-named Indenture, as supplemented by the First Supplemental Indenture.




	 	 	 	 	 
	 	 	 
	By:  	
     /s/ Claude Acoba
 	 	 
	 	     Authorized Officer 	 	 
	 	 	 	 
	 



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MOLINA HEALTHCARE, INC.

3.75% Convertible Senior Notes due 2014





     This Note is one of a duly authorized issue of Notes of the Company, designated as its 3.75%
Convertible Senior Notes due 2014 (herein called the “Notes”), limited, subject to certain
exceptions, to the aggregate principal amount of $200,000,000 all issued or to be issued under and
pursuant to an Indenture dated as of October 11, 2007 (herein called the “Indenture”), as
supplemented by the First Supplemental Indenture, dated as of October 11, 2007 (herein called the
“First Supplemental Indenture”), and as further amended and supplemented from time to time, between
the Company and U.S. Bank National Association (herein called the “Trustee”), to which Indenture
and all indentures supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company
and the holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal
amount under the Indenture and the First Supplemental Indenture, with the same terms and the same
CUSIP number as the Notes offered hereby, provided that no such additional Notes may be issued with
the same CUSIP number as the Notes issued hereby unless such additional notes are fungible with the
Notes issued hereby for United States federal income tax purposes.



     In case an Event of Default, as defined in the Indenture and the First Supplemental Indenture,
shall have occurred and be continuing, the principal of, and accrued and unpaid interest on all
Notes may be declared, and upon said declaration shall become, due and payable, in the manner, with
the effect and subject to the conditions provided in the Indenture and the First Supplemental
Indenture.



     Subject to the terms and conditions of the Indenture and the First Supplemental Indenture, the
Company will make all payments and deliveries in respect of the Fundamental Change Repurchase Price
and the principal amount on the maturity date, as the case may be, to the holder who surrenders a
Note to a Paying Agent to collect such payments in respect of the Note. The Company will pay cash
amounts in money of the United States that at the time of payment is legal tender for payment of
public and private debts.



     The Indenture and the First Supplemental Indenture contain provisions permitting the Company
and the Trustee in certain circumstances, without the consent of the holders of the Notes, and in
other circumstances, with the consent of the holders of not less than a majority in aggregate
principal amount of the



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Notes at the time outstanding, evidenced as in the Indenture and the First
Supplemental Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of the Indenture
or the First Supplemental Indenture or of any other supplemental indenture or modifying in any
manner the rights of the holders of the Notes; provided, however, that no such supplemental
indenture shall make any of the changes set forth in Section 902 of the Indenture or any of the
changes set forth in Section 6.02 of the First Supplemental Indenture,
without the consent of the holders of all Notes then outstanding. It is also provided in the
Indenture and the First Supplemental Indenture that, prior to any declaration accelerating the
maturity of the Notes, the holders of a majority in aggregate principal amount of the Notes at the
time outstanding may on behalf of the holders of all of the Notes waive any past default or Event
of Default under the Indenture and the First Supplemental Indenture and its consequences except as
provided in the Indenture and the First Supplemental Indenture. Any such consent or waiver by the
holder of this Note (unless revoked as provided in the Indenture and the First Supplemental
Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners
of this Note and any Notes which may be issued in exchange or substitution hereof, irrespective of
whether or not any notation thereof is made upon this Note or such other Notes.



     No reference herein to the Indenture or the First Supplemental Indenture and no provision of
this Note or of the Indenture or the First Supplemental Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the principal of, and
accrued and unpaid interest on this Note at the place, at the respective times, at the rate and in
the lawful money herein prescribed.



     The Notes are issuable in registered form without coupons in denominations of $1,000 principal
amount and integral multiples thereof. At the office or agency of the Company referred to on the
face hereof, and in the manner and subject to the limitations provided in the Indenture, without
payment of any service charge but with payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration or exchange of Notes,
Notes may be exchanged for a like aggregate principal amount of Notes of other authorized
denominations.



     Upon the occurrence of a “Fundamental Change,” the holder has the right, at such holder’s
option, to require the Company to repurchase all of such holder’s Notes or any portion thereof (in
principal amounts of $1,000 or integral multiples thereof) on the Fundamental Change Purchase Date
at a price equal to 100% of the principal amount of the Notes such holder elects to require the
Company to repurchase, together with accrued and unpaid interest, to but excluding the date fixed
for repurchase. The Company or, at the written request of the Company, the



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Trustee shall mail to
all holders of record of the Notes a notice of the occurrence of a Fundamental Change and of the
repurchase right arising as a result thereof on or before the fifteenth day after the occurrence of
such Fundamental Change.



     Subject to the provisions of the Indenture and the First Supplemental Indenture, the holder
hereof has the right, at its option, on and after July 1, 2014, or earlier upon the occurrence of
certain conditions specified in the First Supplemental Indenture and prior to the close of business
on the Scheduled Trading Day immediately preceding the maturity date, to convert any Notes or
portion thereof which is $1,000 or an integral multiple thereof, into cash and, if applicable,
shares of Common Stock, in each case at a Conversion Rate specified in the First Supplemental
Indenture, as adjusted from time to time as provided in the First Supplemental Indenture, upon
surrender of this Note, together with a conversion notice as provided in the First Supplemental
Indenture and this Note, to the Company at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York, or at the option of such holder, the
Corporate Trust Office, and, unless the shares issuable on conversion are to be issued in the same
name as this Note, duly endorsed by, or accompanied by instruments of transfer in form satisfactory
to the Company duly executed by, the holder or by his duly authorized attorney. The initial
Conversion Rate shall be 21.3067 shares for each $1,000 principal amount of Notes. No fractional
shares of Common Stock will be issued upon any conversion, but an adjustment in cash will be paid
to the holder, as provided in the First Supplemental Indenture, in respect of any fraction of a
share which would otherwise be issuable upon the surrender of any Note or Notes for conversion. No
adjustment shall be made for dividends or any shares issued upon conversion of such Note except as
provided in the First Supplemental Indenture.



     Upon due presentment for registration of transfer of this Note at the office or agency of the
Company in the Borough of Manhattan, The City of New York, a new Note or Notes of authorized
denominations for an equal aggregate principal amount will be issued to the transferee in exchange
thereof, subject to the limitations provided in the Indenture and the First Supplemental Indenture,
without charge except for any tax, assessments or other governmental charge imposed in connection
therewith.



     The Company, the Trustee, any authenticating agent, any Paying Agent, any Conversion Agent and
any Note registrar may deem and treat the registered holder hereof as the absolute owner of this
Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or
other writing hereon), for the purpose of receiving payment hereof, or on account hereof, for the
conversion hereof and for all other purposes, and neither the Company nor the Trustee nor any other
authenticating agent nor any Paying Agent nor any other



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Conversion Agent nor any Note registrar
shall be affected by any notice to the contrary.



     No recourse for the payment of the principal of, or accrued and unpaid interest on this Note,
or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any
obligation, covenant or agreement of the Company in the Indenture, the First Supplemental Indenture
or any other
indenture supplemental thereto or in any Note, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder, employee, agent, officer,
director or subsidiary, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or
otherwise, all such liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.



     Terms used in this Note and defined in the Indenture or the First Supplemental Indenture are
used herein as therein defined.



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ABBREVIATIONS



The following abbreviations, when used in the inscription of the face of this Note, shall be
construed as though they were written out in full according to applicable laws or regulations:




	 	 	 	 	 	 	 
	TEN COM — as tenants in common

	 	UNIF GIFT MIN ACT	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	Custodian	 	 
	 

	 	 	 	 	 	 
	 

	 	(Cust)	 	 	 	 
	 
	 	 	 	 	 	 
	TEN ENT — as tenants by the entireties
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	(Minor)	 	 	 	 
	 
	 	 	 	 	 	 
	JT TEN — as joint tenants with right of
survivorship and not as tenants in common	 	Uniform Gifts to Minors Act ________ (State)







Additional abbreviations may also be used

though not in the above list.





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SCHEDULE B          




MOLINA HEALTHCARE, INC.

3.75% Convertible Senior Notes due 2014




          No. _______




	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	Authorized Signature	 
	 	 	 	 	 	 	 	Notation Explaining Principal	 	 	of Trustee or	 
	 	Date	 	 	Principal Amount	 	 	Amount Recorded	 	 	Custodian