Item 1.01. Entry into a Material Definitive Agreement.

On June 8, 2020, the Company entered into a Credit Agreement (the "Credit Agreement") among the Company, as the Borrower, the Lenders (as defined therein), and Truist Bank, as Administrative Agent, Issuing Bank and Swingline Lender ("Administrative Agent"). The Credit Agreement replaced the Company's prior credit agreement dated as of June 12, 2015 (as amended, the "Prior Credit Agreement"). Except as set forth below, the terms of the Credit Agreement are substantially similar to the terms of the Prior Credit Agreement.

The material changes to the Prior Credit Agreement are as follows:

? The definition of "Aggregate Revolving Commitments" was revised to reflect an

increase in the Company's revolving credit facility from $500,000,000 to

$1,000,000,000;

? The definition of "Applicable Margin" was revised to adjust the per annum

percentages in the table set forth therein;

? The Credit Agreement was revised throughout to reflect the Company's full

repayment of the term loan under the Prior Credit Agreement and the deletion of

Delayed Draw Term Loans (as defined in the Prior Credit Agreement);

? A new provision was added that allows the Company to, under certain conditions,

engage in acquisitions where the consummation of such an acquisition is not

conditioned on the availability of, or on obtaining, third party financing;

? Section 2.16 was expanded to add LIBOR succession provisions and definitions

with respect thereto were added. The additional provisions allow the Company

and Administrative Agent to amend the Credit Agreement to replace the current

LIBOR-based interest rate upon the happening of certain events;

? Section 2.23 was revised to reflect an increase in the aggregate principal

amount of incremental term loans established under the Credit Agreement from

$150,000,000 to $500,000,000 plus an unlimited amount so long as the

Consolidated Net Leverage Ratio (as defined in the Credit Agreement) is not

greater than 3.00:1.00;

? Section 7.5 was revised to provide for a $500,000,000 starter basket for

permitted Restricted Payments (as defined in the Credit Agreement) by the

Company;

? Section 7.13 was revised to limit the negative covenant to certain prepayments,

redemptions, repurchases or other acquisitions for value of any Permitted

Subordinated Debt (as defined in the Credit Agreement) as opposed to the

provision in the Prior Credit Agreement that applied this negative covenant to

all Indebtedness (as defined in the Credit Agreement) other than certain notes

that were previously outstanding; and

? Sections 8.1(k) and 8.1(l) were amended to increase the default threshold

amount with respect to an ERISA Event (as defined in the Credit Agreement) and

any judgment or order for the payment of money, respectively, from $50,000,000

to $100,000,000; and

? Certain defined terms were removed, added or revised to reflect, and in respect

of, the foregoing changes.

The foregoing summary of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, a copy of which is being filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(d)      Exhibits:

Exhibit
No.      Description
  10.1     Credit Agreement, dated as of June 8, 2020, by and among Molina
         Healthcare, Inc., as the Borrower, Truist Bank, as Administrative Agent,
         Issuing Bank and Swingline Lender, and the Lenders party thereto.
104      Cover page information from Molina Healthcare, Inc.'s Current Report on
         Form 8-K filed on June 8, 2020 formatted in iXBRL (Inline Extensible
         Business Reporting Language).

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