exhibit101.htm


    Exhibit
10.1

     

    
      AMENDMENT
NO. 7

      (dated
and effective June 5, 2009)

      to

      CREDIT
AGREEMENT

      (that
was dated as of September 14, 2004)

      by
and among

      BANK
OF AMERICA, N.A. (successor to LaSalle Bank National Association),

      as
Administrative Agent and Co-Lead Arranger,

      WACHOVIA
CAPITAL MARKETS, LLC, as Co-Lead Arranger,

      WACHOVIA
BANK, NATIONAL ASSOCIATION, as Syndication Agent,

      the
LENDERS,

      and
CENTENE CORPORATION,

      as
Company

      


      


      


      In consideration of their mutual
agreements herein and for other sufficient consideration, the receipt of which
is hereby acknowledged, CENTENE CORPORATION, a Delaware corporation (Company), BANK OF AMERICA,
N.A., successor to LaSalle Bank National Association (Administrative Agent), and
the Lenders agree as follows:

      


      1. Definitions;
Section References.  

       

      The term
Original Loan Agreement
means the Credit Agreement dated as of September 14, 2004 among Company,
Administrative Agent, and the Lenders party thereto, as amended by that certain
Amendment No. 1 thereto dated as of July 18, 2005, as further amended by that
certain Amendment No. 2 thereto dated as of September 9, 2005, as further
amended by that certain Amendment No. 3 thereto dated as of November 7, 2005, as
further amended by that certain Amendment No. 4 thereto dated as of April 7,
2006, as further amended by that certain Amendment No. 5 thereto dated as of
September 22, 2006, as further amended by that certain Amendment No. 6 thereto
dated as of December 14, 2007.  The term this Amendment means this
Amendment No. 7.  The term Loan Agreement means the
Original Loan Agreement as amended by this Amendment.  Capitalized
terms used and not otherwise defined herein have the meanings defined in the
Loan Agreement.  Section and Exhibit references are to sections of,
and exhibits to, respectively, the Original Loan Agreement unless otherwise
specified.

      


      2. Conditions
to Effectiveness of this Amendment.  

       

      This
Amendment is effective as of June 5, 2009, but only if (i) this Amendment has
been duly executed by Company, Administrative Agent, and the Required Lenders,
and (ii) all of the documents listed on Exhibit A to this
Amendment have been delivered and, as applicable, executed, sealed, attested,
acknowledged, certified, or authenticated, each in form and substance
satisfactory to Administrative Agent, and all of the requirements described in
Exhibit A to
this Amendment have been satisfied.

       

      3. Seventh
Amendment Fee.  

       

      The
Seventh Amendment Fee shall be paid in same day funds to Administrative Agent
for the benefit of only the Lenders that are as specified in the following
sentence.  The Seventh Amendment Fee shall be paid solely to each
Lender that executes this Amendment and delivers its signature page to
Administrative Agent on or before the date first written above.  As
used herein “Seventh Amendment Fee” shall mean, with respect to each Lender
executing this Amendment and delivering its signature page to Administrative
Agent on or before the date first written above, a Dollar amount equal to
fifteen basis points (.15%) multiplied by such Lender’s entire
Commitment.

       

      4. Amendments
to Original Loan Agreement.  

       

      The
Original Loan Agreement is hereby amended as follows:

       

      4.1. Applicable
Margin.  

       

      The
definition of “Applicable Margin” in Section 1 is amended by inserting the
following sentence at the end thereof: “The Total Debt to EBITDA Ratio as used
in the foregoing definition shall be calculated without giving effect to the
Centene Plaza Subsidiary Exclusion.”

       

      4.2. Centene
Plaza Divestiture.  

       

      The
definition of “Centene Plaza Divestiture” in Section 1 is deleted in its
entirety and replaced with the following:

       

      Centene Plaza
Divestiture means the following transfers to be made in connection with
the Centene Plaza Project:  (a) the contribution by CMC Real Estate
Company, LLC of its fee simple interest in and to certain real property located
7700, 7720, 7736 and 7738 Forsyth and certain easement interests in the real
property located at 7711 and 7733 Carondelet in Clayton, Missouri, and the
contribution by BPIC, LLC of its fee simple interest in and to certain real
property located at 7716, 7730, 7732 and 7734 Forsyth in Clayton, Missouri, and
its leasehold interest in the property located at 7718 Forsyth in Clayton,
Missouri, to the Centene Plaza Subsidiary in exchange for 50% of the Capital
Securities of the Centene Plaza Subsidiary; (b) the subsequent transfer of any
interests in the aforementioned property by the Centene Plaza Subsidiary to the
City of Clayton; (c) the transfer by CMC Real Estate Company, LLC of its fee
simple interest in the real property located at 21 South Hanley in Clayton,
Missouri to the City of Clayton, but excepting the improvements thereon); and
(d) the transfer of certain easement interests in the aforementioned real
property to a transportation development district to be formed in connection
with the development of such site for the Centene Plaza Project.

       

      4.3. Centene
Plaza Documents.  

       

      The
definition of “Centene Plaza Documents” in Section 1 is deleted in its
entirety.

       

      4.4. Centene
Plaza Project.  

       

      The
definition of “Centene Plaza Project” in Section 1 is deleted in its entirety
and replaced with the following:

       

      Centene Plaza Project
means the development and construction of an office building complex project by
the Centene Plaza Subsidiary to be used as Company’s headquarters and located at
the 7700 block of Forsyth Boulevard in Clayton, Missouri.

       

      4.5. Centene
Plaza Subsidiary.  

       

      The
following definition is inserted in Section 1:

       

      Centene Plaza
Subsidiary means the Subsidiary named Centene Center LLC, a Delaware
limited liability company, which has been formed in connection with the Centene
Plaza Project, 50% of the Capital Securities of which will be owned by CMC Real
Estate Company, LLC and the other 50% of the Capital Securities of which will be
owned by Persons including but not limited to an Affiliate of The Koman Group
LLC, which will own at least 33% of such Capital Securities).

       

      4.6. Centene
Plaza Subsidiary Exclusion.  

       

      The
following definition is inserted in Section 1:

       

      Centene Plaza Subsidiary
Exclusion means an accounting convention in which, for any financial
reporting or calculation subject thereto, (i) the Debt of the Centene Plaza
Subsidiary shall be excluded, and the calculation shall be made net of the
effect of such Debt, to the extent such Debt is not an Indirect Obligation of
Company or any Loan Party, and is non-recourse to Company, any Loan Party, or
any of their assets, and (ii) the assets, liabilities, equity, income, expenses,
cash flow, and other results of operations of the Centene Plaza Subsidiary shall
be excluded, as if the Centene Plaza Subsidiary was unrelated to the Loan
Parties and none of the Loan Parties held any Capital Securities of the Centene
Plaza Subsidiary.

       

      4.7. Loan
Party.  

       

      The
definition of “Loan Party” in Section 1 is deleted in its entirety and replaced
with the following:

       

      Loan Party means the
Company and each of its Subsidiaries (direct or indirect, whether now existing
or hereafter created) separately, excluding any Dormant Subsidiary so long as it
qualifies as a Dormant Subsidiary hereunder, and excluding the Centene Plaza
Subsidiary, but specifically including Centene Management Company LLC, a
Wisconsin limited liability company, Centene Company of Texas, L.P., a Texas
limited partnership, Centene Finance Corporation, a Delaware corporation,
Managed Health Services Insurance Corp., a Wisconsin corporation, Superior
HealthPlan, Inc., a Texas corporation, Coordinated Care Corporation Indiana,
Inc., an Indiana corporation, Bankers Reserve Life Insurance Company of
Wisconsin, a Wisconsin corporation, University Health Plans, Inc., a New Jersey
corporation, CenCorp Health Solutions, Inc., a Delaware corporation, Buckeye
Community Health Plan, Inc., an Ohio corporation, Centene Holdings LLC, a
Delaware limited liability company, CCTX Holdings, LLC, a Delaware limited
liability company, Peach State Health Plan, Inc., a Georgia corporation, CMC
Real Estate Company, LLC, a Delaware limited liability company, BPIC, LLC, a
Missouri limited liability company, Cenphiny Management, LLC, a Delaware limited
liability company, NurseWise Holdings LLC, a Delaware limited liability company,
NurseWise LP, a Delaware limited partnership, Cenpatico Behavioral Health, LLC,
a California limited liability company, Cenpatico Behavioral Health of Texas,
Inc., a Texas corporation, CBHSP Arizona, Inc., an Arizona corporation,
Integrated Mental Health Management, LLC, a Texas limited liability company,
Integrated Mental Health Services, a Texas corporation, Cenpatico Behavioral
Health Wisconsin, LLC, a Wisconsin limited liability company, Cenpatico
Behavioral Health of Arizona, LLC, an Arizona limited liability company,
Cenpatico Behavioral Health of Maricopa, LLC, an Arizona limited liability
company, Centene Plaza Redevelopment Corporation, a Missouri corporation, US
Script, Inc., a Delaware corporation, LBB Industries, Inc., a Texas corporation,
RX Direct, Inc., a Texas corporation, OptiCare Managed Vision, Inc., a Delaware
corporation, Nurse Response, Inc., a Delaware corporation, Bridgeway Health
Solutions LLC, a Delaware limited liability company, Bridgeway Health Solutions
Arizona LLC, an Arizona limited liability company, OptiCare Vision Company,
Inc., a Delaware corporation, Opticare Vision Insurance Company, Inc., a South
Carolina corporation, Opticare IPA of New York, Inc., a New York corporation,
Total Vision, Inc., a Delaware corporation, AECC Total Vision Health Plan of
Texas, Inc., a Texas corporation, OcuCare Systems, Inc., a Florida corporation,
Nurtur Health, Inc., a Delaware corporation, Family Care & Workforce
Diversity Consultants LLC, a Connecticut limited liability corporation, Absolute
Total Care, Inc., a South Carolina corporation, Physicians Choice LLC, a South
Carolina corporation, Phytrust of South Carolina LLC, a Florida limited
liability corporation, Celtic Group, Inc., a Delaware corporation, Celtic
Insurance Company, an Illinois corporation, Imaging Investments, Inc., a
Delaware corporation, Hallmark Life Insurance Company, an Arizona corporation,
Sunshine Health Holding Company, a Florida corporation, Sunshine State Health
Plan, Inc., a Florida corporation, Access Health Solutions, LLC, a Florida
limited liability company, CeltiCare Health Plan of Massachusetts, Inc., a
Massachusetts corporation, Commonwealth Family Health Plan Holdings, LLC, a
Delaware limited liability company, Danube National Health Plan, Ltd., a
Hungarian limited company, Magnolia Health Plan, Inc., a Mississippi
corporation, MHS Travel and Charter, Inc., a Wisconsin corporation, MHS
Consulting International, Inc., a Delaware corporation, and MHS European
Holdings, s.a.r.l., a Luxembourg limited liability company.  The words
“Loan Parties” refer to the Company and its now existing or hereafter created
Subsidiaries (whether direct or indirect), excluding any Dormant Subsidiary so
long as it qualifies as a Dormant Subsidiary hereunder, and excluding the
Centene Plaza Subsidiary, but specifically including each of the Persons
specifically mentioned in the prior sentence, collectively.  The
Company agrees that any Subsidiary which is a Dormant Subsidiary will
automatically become a Loan Party hereunder without any further action if at any
time such Subsidiary ceases to be a Dormant Subsidiary.

       

      4.8. Material
Subsidiary.  

       

      The
definition of “Material Subsidiary” in Section 1 is deleted in its
entirety.

       

      4.9. Other
Bank Documents.  

       

      The
definition of “Other Bank Documents” in Section 1 is deleted in its entirety and
replaced with the following:

       

      Other Bank Documents
means that certain Revolving Loan Agreement for $25,000,000 between CMC Real
Estate Company, LLC and Regions Bank, N.A. dated as of May 22, 2006, and
all instruments, documents, and agreements executed or delivered from time to
time in connection therewith, in each case as amended, restated, supplemented or
otherwise modified from time to time.

      


      4.10. Equity
Ownership; Subsidiaries.  

       

      The first
sentence of Section 9.8 is deleted in its entirety and replaced with the
following: “All issued and outstanding Capital Securities of each Loan Party and
the Centene Plaza Subsidiary are duly authorized and validly issued, fully paid,
non-assessable, and free and clear of all Liens, and such securities were issued
in compliance with all applicable state and federal laws concerning the issuance
of securities.”

       

      4.11. Negative
Pledges.  

       

      Section
9.31 is amended by deleting the words “the Centene Plaza
Documents,”.

       

      4.12. Compliance
Certificates.  

       

      Section
10.1.3 is amended by inserting the following after the final sentence: “The
computations in each Compliance Certificate shall be made after giving effect to
the Centene Plaza Subsidiary Exclusion, and shall demonstrate the calculation of
the Centene Plaza Subsidiary Exclusion and the effect thereof on Company’s
financial statements in form and detail satisfactory to the Administrative
Agent.”

       

      4.13. Notice
of Default, Litigation and ERISA Matters.  

       

      Section
10.1.6 is amended by deleting the words “Loan Party” in clauses (b), (d), and
(f) and in each case replacing them with the words “Loan Party or the Centene
Plaza Subsidiary”.  Clause (f) of Section 10.1.6 is further amended by
deleting the words “15 days” and replacing them with the words “5 days (or such
lesser period of time to which Administrative Agent may agree in
writing)”.

       

      4.14. Budget.  

       

      Section
10.1.8 is amended by inserting the following after the final sentence: “The
budget shall be presented both before and after giving effect to the Centene
Plaza Subsidiary Exclusion.”

       

      4.15. Organizational
Documents of Subsidiaries.  

       

      Section
10.1.10 is amended by deleting the words “Loan Party” in both instances and in
each case replacing them with the words “Loan Party or the Centene Plaza
Subsidiary”.

       

      4.16. Other
Information.  

       

      Section
10.1.11 is amended by deleting the words “Loan Parties” and replacing them with
the words “Loan Parties or the Centene Plaza Subsidiary”.

       

      4.17. Permitted
Debt.  

       

      Section
11.1(b) is deleted in its entirety and replaced with the following:

       

      (b)           Debt
of Loan Parties (including the Company) secured by Liens on real or personal
property permitted by Section 11.2(d), and
extensions, renewals and refinancings thereof, provided that the
aggregate amount of all such Debt at any time outstanding shall not exceed
$20,500,000;

       

      4.18. Centene
Plaza Guaranty.  

       

      Section
11.1(f) is deleted in its entirety and replaced with the following:

       

      (f)           Indirect
Obligations of Company or any other Loan Party with respect to the Debt of the
Centene Plaza Subsidiary, provided (i) the maximum potential liability of
Company and all other Loan Parties with respect to such
Indirect Obligations, collectively, does not exceed $75,000,000 in the aggregate
at any time, and (ii) such Debt of the Centene Plaza Subsidiary (with respect to
which Company or any other Loan Party has Indirect Obligations) is used solely
to finance the Centene Plaza Project and such Debt of the Centene Plaza
Subsidiary (with respect to which Company or any other Loan Party has Indirect
Obligations) does not exceed $105,000,000 in the aggregate at any
time;

       

      4.19. Centene
Plaza Capital Leases.  

       

      Section
11.1(i) is deleted in its entirety and replaced with the following:

       

      (i)           Debt
under Capital Leases in which the lessor is either a Loan Party or the Centene
Plaza Subsidiary and the lessee is a Loan Party, relating to any Loan Party’s
occupancy of office space within the Centene Plaza Project, for capital assets
whose aggregate cost if purchased would not exceed $70,000,000 in the aggregate
(provided, that
the aggregate Debt under clause (f) of
this Section 11.1 and
this clause (i) of
this Section 11.1
which the Company would be required under GAAP to show on its consolidated
balance sheet will not exceed $105,000,000);

       

      4.20. Permitted
Liens.  

       

      Section
11.2(d) is deleted in its entirety and replaced with the following:

       

      (d)           (i)
subject to the limitation set forth in Sections 11.1(b) and
(c), Liens that constitute purchase money security interests on any
property (including mortgage liens on real property) securing debt incurred for
the purpose of financing all or any part of the cost of acquiring such property,
provided that any such Lien attaches to such property within 20 days of the
acquisition thereof and attaches solely to the property so acquired, and the
replacement, extension or renewal of any Lien permitted by this clause (i) above
upon or in the same property subject thereto arising out of the extension,
renewal or replacement of the Debt secured thereby (without increase in the
amount thereof); and (ii) subject to the limitation set forth in Section 11.1(i)
and Section 11.1(j),
Liens arising in connection with Capital Leases (and attaching only to the
property being leased);

       

      4.21. Other
Liens.  

       

      The text
of Section 11.2(e) is deleted in its entirety and replaced with the following:
“Intentionally omitted.”

       

      4.22. Operating
Leases.  

       

      Section
11.3 is deleted in its entirety and replaced with the following:

       

      11.3           Operating
Leases.  Not permit the aggregate amount of all rental payments
under Operating Leases made (or scheduled to be made) by the Loan Parties (on a
consolidated basis) in any Fiscal Year to exceed the greater of (a) an
amount equal to 5% of Net Worth or (b) $25,000,000.

       

      4.23. Restricted
Payments.  

       

      Section
11.4 is amended by inserting the following sentence at the end
thereof:  “Notwithstanding the foregoing, the payment of dividends or
other distributions by the Centene Plaza Subsidiary to the holders of its
Capital Securities shall not be deemed a violation of this Section
11.4.”

       

      4.24. Modification
of Organizational Documents.  

       

      Section
11.6 is deleted in its entirety and replaced with the following:

       

      11.6           Modification of
Organizational Documents.  Not permit the charter, by-laws or
other organizational documents of any Loan Party or the Centene Plaza Subsidiary
to be amended or modified in any way unless (a) in the case of Company or
any direct Subsidiary of Company or the Centene Plaza Subsidiary, copies of such
amendment or modification are promptly provided to Administrative Agent,
(b) in all cases such amendment or modification does not adversely affect
the interests of the Lenders hereunder, under any Collateral Document, or at
law, and (c) in all cases such amendment or modification is not reasonably
likely to have a Material Adverse Effect.  Not change, or allow any
Loan Party or the Centene Plaza Subsidiary to change, its state of formation or
its organizational form unless the Company provides the Administrative Agent
with at least 15 days prior written notice of such change and prior to the
effectiveness of such change takes, and causes each other Loan Party or the
Centene Plaza Subsidiary to take, such actions as are necessary or as the
Administrative Agent or the Required Lenders may reasonably request from time to
time to carry out the terms and conditions of this Agreement and the other Loan
Documents after giving effect to such change.

       

      4.25. Transactions
with Affiliates.  

       

      Section
11.7 is deleted in its entirety and replaced with the following:

       

      11.7           Transactions with
Affiliates.  Not, and not permit any other Loan Party to, enter
into, or cause, suffer or permit to exist any transaction, arrangement or
contract with any of its Affiliates; provided, however,
that if no Event of Default or Unmatured Event of Default has occurred and is
continuing (or, in the case of leases or other agreements relating to the
Centene Plaza Project, whether or not an Event of Default or Unmatured Event of
Default has occurred and is continuing), Company and the other Loan Parties may
engage in such transactions in the ordinary course of business and pursuant to
the reasonable requirements of its business on terms which are not materially
less favorable than are obtainable from any Person which is not one of its
Affiliates.

       

      4.26. Inconsistent
Agreements.  

       

      Section
11.9 is deleted in its entirety and replaced with the following:

       

      11.9           Inconsistent
Agreements.  Not, and not permit any other Loan Party to, enter
into any agreement containing any provision which would (a) be violated or
breached by any borrowing by the Company hereunder or by the performance by any
Loan Party of any of its Obligations hereunder or under any other Loan Document,
(b) prohibit any Loan Party from granting a Lien on any of its assets to
Administrative Agent and the Lenders (provided, however,
that this clause
(b) shall not be deemed to be violated by Company entering into any Term
Indebtedness Documents or the Other Bank Documents), or (c) create or
permit to exist or become effective any encumbrance or restriction on the
ability of any Subsidiary to (i) pay dividends or make other distributions
to the Company or any other Subsidiary, or pay any Debt owed to the Company or
any other Subsidiary, (ii) make loans or advances to any Loan Party or
(iii) transfer any of its assets or properties to any Loan Party, other
than (A) customary restrictions and conditions contained in agreements
relating to the sale of all or a substantial part of the assets of any
Subsidiary pending such sale, provided that such restrictions and conditions
apply only to the Subsidiary to be sold and such sale is permitted hereunder,
(B) restrictions or conditions imposed by any agreement relating to
purchase money Debt, Capital Leases and other secured Debt permitted by this
Agreement if such restrictions or conditions apply only to the property or
assets securing such Debt, (C) customary provisions in leases and other
contracts restricting the assignment thereof, and (D) restrictions on the
ability of the Centene Plaza Subsidiary to pay dividends or make other
distributions to the Company or any other Subsidiary.

       

      4.27. Investments
Among Loan Parties.  

       

      Section
11.11(a) is deleted in its entirety and replaced with the
following:

       

      (a)           Investments
(i) by any Loan Party other than the Company in any other Loan Party, (ii) by
CMC Real Estate Company, LLC and BPIC, LLC consisting solely of the
Centene Plaza Divestiture, (iii) by Company or any other Loan Party consisting solely of the
incurrence of Indirect Obligations to the extent permitted by Section 11.1(f), and
(iv) by Company or any other Loan Party consisting of the purchase of Debt
instruments issued by a transportation development district to be formed in
connection with the financing of the Centene Plaza Project for an aggregate
purchase price not to exceed $22,000,000;

       

      4.28. Investments
Relating to Required Capital.  

       

      Section
11.11(b) is deleted in its entirety and replaced with the
following:

       

      (b)           Investments
by the Company in any other Loan Party so long as (i) such Investment in a
Loan Party is being made to cause, and does not exceed the amount required for,
such Loan Party to have total capital in an amount equal to its Required
Capital, and (ii) if and to the extent the aggregate amount of such
Investments in any Loan Party exceeds $2,500,000 in any Fiscal Year, the Company
notifies the Administrative Agent in writing of such Investment prior to making
such Investment;

       

      4.29. Investments
Permitted Under Investment Policy.  

       

      Section
11.11(c) is deleted in its entirety and replaced with the
following:

       

      (c)           Investments
which comply with Company’s investment policy attached hereto as Schedule 11.11 (provided, that
notwithstanding Company’s investment policy, (i) so long as the Centene Plaza
Project has not been completed, Investments in venture capital funds shall not
be permitted to the extent they exceed $20,000,000 in the aggregate across all
health plans, and (ii) Investments in transportation development district bonds
relating to the Centene Plaza Project shall not be permitted except to the
extent they are expressly permitted by Section
11.11(a)(iv)); and

       

      4.30. Fixed
Charge Coverage Ratio.  

       

      Section
11.14.1 is amended by inserting the following sentence at the end thereof: “In
each Computation Period, the Fixed Charge Coverage Ratio shall be calculated
after giving effect to the Centene Plaza Subsidiary Exclusion.”

       

      4.31. Total
Debt to EBITDA Ratio.  

       

      Section
11.14.2 is amended by inserting the following sentence at the end thereof: “In
each Computation Period, the Total Debt to EBITDA Ratio shall be calculated
after giving effect to the Centene Plaza Subsidiary Exclusion.”

       

      4.32. Minimum
Net Worth.  

       

      Section
11.14.3 is amended by inserting the following sentence at the end thereof: “Net
Worth shall be calculated after giving effect to the Centene Plaza Subsidiary
Exclusion.”

       

      4.33. Prepayment
of Debt.  

       

      Section
11.15 is deleted in its entirety and replaced with the following:

       

      11.15                      Prepayment of
Debt.  Not, and not permit any other Loan Party to, voluntarily
prepay any Debt other than (i) the Obligations in accordance with the terms
of the Loan Documents, (ii) trade payables in the ordinary course of
business, (iii) so long as no Unmatured Event of Default or Event of
Default has occurred and is continuing, Debt owing by a Loan Party to any other
Loan Party, and (iv) so long as no Unmatured Event of Default or Event of
Default has occurred and is continuing, Debt outstanding under the Other Bank
Documents in an aggregate amount not to exceed $20,500,000.

       

      4.34. Capital
Structure; Equity Securities.  

       

      Section
11.17 is amended by deleting the words “Loan Party” in both instances and in
each case replacing them with the words “Loan Party or the Centene Plaza
Subsidiary”.

       

      4.35. New
Subsidiaries.  

       

      Section
11.18 is deleted in its entirety and replaced with the following:

       

      11.18                      New
Subsidiaries.  Not, and not permit any other Loan Party to,
acquire, organize or create any Subsidiary (other than the Centene Plaza
Subsidiary); provided, however that Company may (and may permit any other Loan
Party to) (a) acquire a Subsidiary as part of an Acquisition permitted
under Section 11.5, or
(b) organize or create any Subsidiary, so long as, in the case of clauses (a) or
(b), Company
notifies Administrative Agent in writing at least 15 days prior to the
acquisition, organization, or creation of such Subsidiary and contemporaneously
with such acquisition, organization, or creation, (i) such Subsidiary
becomes (and if Administrative Agent so requests in writing, confirms in writing
that it is) a Loan Party under this Agreement; and (ii) all of the
representations and warranties contained in this Agreement are true and correct
with respect to such Subsidiary as of the date of acquisition, organization, or
creation.

       

      4.36. Transactions
Having a Material Adverse Effect.  

       

      Section
11.20 is amended by deleting the words “Loan Party” and replacing them with the
words “Loan Party or the Centene Plaza Subsidiary”.

       

      4.37. Default
under Other Debt.  

       

      Section
13.1.2 is amended by deleting the words “Loan Party” in both instances and in
each case replacing them with the words “Loan Party or the Centene Plaza
Subsidiary”.

       

      4.38. Bankruptcy,
Insolvency, etc.  

       

      Section
13.1.4 is amended by deleting the words “Loan Party” in all instances and in
each case replacing them with the words “Loan Party or the Centene Plaza
Subsidiary”.

       

      4.39. Judgments.  

       

      Section
13.1.8 is amended by deleting the words “Loan Party” in all instances and in
each case replacing them with the words “Loan Party or the Centene Plaza
Subsidiary”.

       

      4.40. Invalidity
of Collateral Documents, etc.  

       

      Section
13.1.9 is amended by deleting the words “Loan Party” in all instances and in
each case replacing them with the words “Loan Party or the Centene Plaza
Subsidiary”.

       

      4.41. Indemnification
by the Company.  

       

      Section
15.17 is amended by deleting the words “Loan Party” in all instances and in each
case replacing them with the words “Loan Party or the Centene Plaza
Subsidiary”.

       

      4.42. Nonliability
of Lenders.  

       

      Section
15.18 is amended by deleting the words “Loan Party” in all instances and in each
case replacing them with the words “Loan Party or the Centene Plaza Subsidiary”,
and by deleting the words “Loan Parties” in all instances and in each case
replacing them with the words “Loan Parties or the Centene Plaza
Subsidiary”.

       

      4.43. Annex
A.  

       

      Annex A is deleted in
its entirety and replaced with Annex A attached
hereto.

       

      4.44. Annex
B.  

       

      Annex B is deleted in
its entirety and replaced with Annex B attached
hereto.

       

      4.45. Schedules.  

       

      Schedules
9.8, 9.16, 9.17, and 11.11 are amended as described in Exhibit B attached
hereto.

       

      4.46. LaSalle.  

       

      Each
reference to “LaSalle Bank National Association” shall be deemed to be, and be
replaced with, a reference to “Bank of America, N.A.”, and each references to
“LaSalle” shall be deemed to be, and be replaced with, a reference to “Bank of
America”.

       

      5. Representations
and Warranties.  

       

      Company
hereby represents and warrants to Administrative Agent and each Lender that (i)
this Amendment and each and every other document and instrument delivered by
Company in connection with this Amendment (each, an Amendment Document and,
collectively, the Amendment
Documents) has been duly authorized by its Board of Directors, (ii) no
consents are necessary from any third Person for its execution, delivery or
performance of the Amendment Documents to which it is a party which have not
been obtained and a copy thereof delivered to Administrative Agent, (iii) each
of the Amendment Documents to which it is a party constitutes its legal, valid
and binding obligation enforceable against it in accordance with its terms,
except to the extent that the enforceability thereof against it may be limited
by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
similar laws affecting the enforceability of creditors’ rights generally or by
equitable principles of general application (whether considered in an action at
law or in equity), (iv) all of the representations and warranties contained in
the Loan Agreement, as amended hereby, are true and correct with the same force
and effect as if made on and as of the effective date of this Amendment, except
that with respect to the representations and warranties made regarding financial
data, such representations and warranties are hereby made with respect to the
most recent financial statements and other financial data (in the form required
by the Original Loan Agreement) delivered by it to Administrative Agent, and (v)
there exists no Unmatured Event of Default or Event of Default under the
Original Loan Agreement.

      


      6. Effect
of Amendment.  

       

      The
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of Administrative Agent or the Lenders
under the Original Loan Agreement or any of the other Loan Documents, nor
constitute a waiver of any provision of the Original Loan Agreement or any of
the other Loan Documents or any Unmatured Event of Default or Event of Default,
nor act as a release or subordination of the Liens (if any) of Administrative
Agent under the Loan Documents, except as expressly provided
herein.  Each reference in the Original Loan Agreement to the Agreement, hereunder, hereof, herein, or words of like
import, shall be read as referring to the Original Loan Agreement as amended
hereby.  Each reference in the other Loan Documents to the Loan Agreement shall be read
as referring to the Original Loan Agreement, as amended hereby.

      


      7. Reaffirmation.  

       

      Company
hereby acknowledges and confirms that (i) except as expressly amended hereby,
the Original Loan Agreement and other Loan Documents remain in full force and
effect, (ii) the Loan Agreement, as amended hereby, is in full force and effect,
(iii) it has no defenses to its obligations under the Loan Agreement or any of
the other Loan Documents to which it is a party, (iv) the Liens of
Administrative Agent under the Loan Documents (if any) continue in full force
and effect and have the same priority as before this Amendment except as
expressly provided herein, and (v) it has no claim against Administrative Agent
or any Lender arising from or in connection with the Loan Agreement or the other
Loan Documents.

      


      8. Counterparts.  

       

      This
Amendment may be executed by the parties hereto on any number of separate
counterparts, each of which shall be deemed an original, but all of which
counterparts taken together shall constitute one and the same
instrument.  It shall not be necessary in making proof of this
Amendment to produce or account for more than one counterpart signed by the
party to be charged.

      


      9. Counterpart
Facsimile Execution.  

       

      This
Amendment, or a signature page thereto intended to be attached to a copy of this
Amendment, signed and transmitted by electronic mail, facsimile machine or
telecopier shall be deemed and treated as an original document.  The
signature of any Person thereon, for purposes hereof, is to be considered as an
original signature, and the document transmitted is to be considered to have the
same binding effect as an original signature on an original
document.  At the request of any party hereto, any electronic mail,
facsimile or telecopy document is to be re-executed in original form by the
Persons who executed the electronic mail, facsimile or telecopy
document.  No party hereto may raise the use of electronic mail,
facsimile machine or telecopier or the fact that any signature was transmitted
through the use of electronic mail or a facsimile or telecopier machine as a
defense to the enforcement of this Amendment.

      


      10. Governing
Law.  

       

      This
Amendment and the rights and obligations of the parties hereunder shall be
governed by and construed and interpreted in accordance with the internal laws
of the State of Illinois applicable to contracts made and to be performed wholly
within such state, without regard to choice or conflict of laws
provisions.

      


      11. Section
Titles.  

       

      The
section titles in this Amendment are for convenience of reference only and shall
not be construed so as to modify any provisions of this Amendment.

      


      12. Incorporation
By Reference.  

       

      Administrative
Agent, the Lenders, and Company hereby agree that all of the terms of the Loan
Documents are incorporated in and made a part of this Amendment by this
reference.

      


      13. Statutory
Notice - Oral Commitments.  

       

      Nothing
contained in such notice shall be deemed to limit or modify the terms of the
Loan Documents or this Amendment:

      


      ORAL
AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE. TO PROTECT YOU (COMPANY) AND US (CREDITOR) FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING
TO MODIFY IT.

      


      COMPANY
ACKNOWLEDGES THAT THERE ARE NO OTHER AGREEMENTS BETWEEN ADMINISTRATIVE AGENT OR
ANY LENDER AND COMPANY, ORAL OR WRITTEN, CONCERNING THE SUBJECT MATTER OF THE
LOAN DOCUMENTS, AND THAT ALL PRIOR AGREEMENTS CONCERNING THE SAME SUBJECT
MATTER, INCLUDING ANY PROPOSAL, TERM SHEET OR LETTER, ARE MERGED INTO THE LOAN
DOCUMENTS AND THEREBY EXTINGUISHED.

      


      {remainder
of page intentionally left blank}

      


      


      IN WITNESS WHEREOF, the parties have
caused this Amendment to be executed by appropriate duly authorized officers as
of the date first above written.

      


      


      Company:

      


      CENTENE
CORPORATION

      


      By: /s/
William N.
Scheffel                                                               

      Name: William
N.
Scheffel                                                                          

      Title:  Executive
VP, CFO &
Treasurer                                                                         

      


      


      Administrative Agent:

      


      BANK
OF AMERICA, N.A.

      


      By: /s/
Alysa
Trakas                                                              

      Name:  Alysa Trakas                                                                         

      Title:  Vice
President                                                                         

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      Lenders:

      


      


      BANK
OF AMERICA, N.A.

      


      By: /s/
Alysa
Trakas                                                               

      Name:  Alysa
Trakas                                                                         

      Title:  Vice
President                                                                         

      


      


      WACHOVIA
BANK, NATIONAL ASSOCIATION

      


      By:                                                           

      Name:                                                                       

      Title:                                                                      

      


      


      NATIONAL
CITY BANK (formerly National City Bank of the Midwest)

      


      
        By: /s/
Stephen
Sainz                                                              

        Name: 
Stephen
Sainz                                                                          

        Title: Vice
President                                                                         

      

      


      


      SUNTRUST
BANK

      


      By: /s/
Subhadra
Shrivastava                                                               

      Name: Subhadra
Shrivastava                                                                          

      Title: Vice
President                                                                          

      


      


      REGIONS
BANK

      


      By:  /s/
Craig
Gardella                                                              

      Name:  Craig
Gardella                                                                         

      Title: Senior
Vice
President                                                                          

      


      


      MERRILL
LYNCH CAPITAL CORPORATION

      


      By: /s/
Kaia
Updike                                                               

      Name:  Kaia
Updike                                                                         

      Title:  Vice
President                                                                         

      ANNEX
A

      


      LENDERS
AND PRO RATA SHARES

      


      


      


      
        	
                 

                 

                Lender

              	
                 

                Revolving

                Commitment Amount

              	
                 

                 

                Pro Rata Share

              
	
                 

                Bank
      of America, N.A. (successor to LaSalle Bank National
      Association)

                 

              	
                 

                $100,000,000.00

              	
                 

                33.333333333%

              
	
                 

                Wachovia
      Bank, National Association

                 

                 

              	
                 

                $55,000,000.00

                 

              	
                 

                18.333333333%

              
	
                 

                National
      City Bank

                 

              	
                 

                $35,000,000.00

              	
                 

                11.666666667%

              
	
                 

                SunTrust
      Bank

                 

              	
                 

                $35,000,000.00

              	
                 

                11.666666667%

              
	
                 

                Regions
      Bank

                 

              	
                 

                $35,000,000.00

              	
                 

                11.666666667%

              
	
                 

                Merrill
      Lynch Capital Corporation

                 

              	
                 

                $40,000,000.00

              	
                 

                13.333333333%

              
	
                 

                TOTALS

              	
                 

                $300,000,000.00

              	
                 

                100.000000000%

              


      

      


      


      


      


      ANNEX
B

      


      ADDRESSES
FOR NOTICES

      


      CENTENE
CORPORATION

       

      7711
Carondelet Avenue, Suite 800

      Clayton,
Missouri 63105

      Attention:
William Scheffel, Chief Financial Officer

      Telephone:
314-725-4477

      Facsimile:
314-725-5180

       

      BANK OF AMERICA, N.A.
as Administrative Agent, Co-Lead Arranger, Issuing Lender and a
Lender

       

      Notices of Borrowing ,
Conversion, and Continuation

       

      Bank of
America

      Mail
Code: NC1-001-04-39

      One
Independence Center

      101 N.
Tryon Street

      Charlotte,
North Carolina 28255-0001

      Attention:
Wayne Richard

      Phone:
(980) 388-6484

      Fax:
(980) 208-3075

      Email:
wayne.a.richard@bankofamerica.com

      


      Notices of Letter of Credit
Issuance

      


      Bank of
America

      Mail
Code: NC1-001-04-39

      One
Independence Center

      101 N.
Tryon Street

      Charlotte,
North Carolina 28255-0001

      Attention:
Wayne Richard

      Phone:
(980) 388-6484

      Fax:
(980) 208-3075

      Email:
wayne.a.richard@bankofamerica.com

      


      All Other
Notices

       

      Bank of
America

      Mail
Code: NC1-007-17-11

      100 North
Tryon Street

      Charlotte,
North Carolina 28255

      Attention:
Alysa A. Trakas

      Telephone:
(980) 387-2640

      Facsimile:  (704)
409-0936

      


      


      WACHOVIA BANK, NATIONAL
ASSOCIATION, as Syndication Agent, Co-Lead Arranger, and a
Lender

      


      301 South
College Street

      Charlotte,
North Carolina 28288

      Attention:  James
Hill

      Telephone:  (704)
383-6234

      Facsimile:  (704)
383-7992

      


      With a
copy to:

      1 S.
Broad Street, PA4152

      Philadelphia,
Pennsylvania 19107

      Attention:
Jeanette Griffin

      Telephone:  (267)
321-6615

      Facsimile:  (267)
321-6700

      


      


      NATIONAL CITY BANK,
as a Lender

      


      120 S.
Central Avenue

      Locator
56-SLWB08

      Clayton,
Missouri 63105

      Attention:
S. Farris Tzinberg

      Telephone:
(314) 898-1215

      Facsimile:
(314) 898-1401

      


      


      SUNTRUST BANK, as a
Lender

      


      303
Peachtree Street, 23rd Floor

      Atlanta,
GA 30308

      Attention:
Subhadra Shrivastava

      Telephone:
(404) 813-6701

      Facsimile:
(404) 588-7497

      


       

      REGIONS BANK, as a
Lender

       

      8182
Maryland Avenue

      St.
Louis, Missouri 63105

      Attention:
Anne Silvestri

      Telephone:
(314) 615-2372

      Facsimile:
(314) 615-2355

      


      


      MERRILL LYNCH CAPITAL
CORPORATION, as a Lender

      


      4 World
Financial Center (22nd Floor)

      New York,
New York 10080

      Attention:
John Rowland

      Telephone:
(212) 449-1351

      Facsimile:
(212) 738-1186

      


      


      


      Exhibit
A

      Documents and
Requirements

      


      
        	
                1.  

              	
                Closing
      Certificate

              


      

      


      
        	
                2.  

              	
                Payment
      of Seventh Amendment Fee to each Lender executing this Amendment, as
      provided in Section 3 of the
Amendment.

              


      

      


      
        	
                3.  

              	
                Secretary’s
      Certificate of Company (certifying resolutions, Certificate of
      Incorporation, By-laws and
Incumbency)

              


      

      


      
        	
                4.  

              	
                Organizational
      chart, certified by Company as true, correct, and
  complete

              


      

      


      
        	
                5.  

              	
                Good
      Standing Certificates for Company from the Secretaries of State of
      Missouri and Delaware.

              


      

      


      
        	
                6.  

              	
                Legal
      Opinion of Company’s counsel

              


      

      


      
        	
                7.  

              	
                Such
      other documents, reports and information as Administrative Agent or
      Administrative Agent’s counsel deems reasonable and
    necessary