Exhibit



Exhibit 10.25c
EXECUTION VERSION









AMENDMENT NO 1., dated as of November 14, 2019 (this “Agreement”), to the Credit Agreement dated as of March 24, 2016, as amended and restated as of December 14, 2017, as further amended and restated as of May 7, 2019, and as further amended and restated as of September 11, 2019 (the “Existing Credit Agreement”), among CENTENE CORPORATION, a Delaware corporation (the “Company”), the LENDERS party thereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”).
Capitalized terms used but not otherwise defined herein (including in the preamble and recitals hereto) have the meanings assigned to them in the Existing Credit Agreement.
WHEREAS, the Lenders, the Issuing Lenders and the Swing Line Lender party to the Existing Credit Agreement have agreed to extend credit to the Company under the Existing Credit Agreement on the terms and subject to the conditions set forth therein;
WHEREAS, the Company has requested that, on the Amendment Effective Date (as defined below), certain modifications be made to the Existing Credit Agreement; and
WHEREAS, the Administrative Agent and each of the Lenders party hereto, which Lenders constitute the Required Lenders under the Existing Credit Agreement, are willing to agree to the foregoing, in each case, on the terms and subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows:


SECTION 1. Amendment of the Existing Credit Agreement.  Effective as of the Amendment Effective Date (as defined below), the Existing Credit Agreement is hereby amended by replacing the following definitions in Section 1.1 thereof in their entirety with the following:
“Fixed Charge Coverage Ratio” means, for any Computation Period, the ratio of (a) the total for such period of EBITDA minus the sum of income taxes paid in cash by the Loan Parties, all non-financed Capital Expenditures and cash dividends paid by the Company to (b) the sum for such period of (i) cash Interest Expense plus (ii) required payments of principal of Funded Debt (excluding (x) any balloon payments at maturity and (y) any payments in connection with any special mandatory redemption of the New Senior Notes as a result of the Wellington Acquisition not being consummated) (but, for all purposes of this definition, treating Unrestricted Subsidiaries as if they were not consolidated with the Company and otherwise eliminating all accounts of Unrestricted Subsidiaries); provided however, that until the earlier of (x) the consummation of the Wellington Acquisition pursuant to the Wellington Acquisition Agreement and (y) September 26, 2020, for purposes of this definition, Interest Expense shall not include any Interest Expense in respect of New Senior Notes that are subject to special mandatory redemption provisions related to the consummation of the Wellington Acquisition.
“Total Debt to EBITDA Ratio” means, as of the last day of any Fiscal Quarter, the ratio of (a) (i) Total Debt as of such day less (ii) the lesser of (x) unrestricted cash and cash equivalents of the Company and its Subsidiaries as of such day in excess of $50,000,000 and (y) $750,000,000 to (b) EBITDA for the Computation Period ending on such day; provided however, that until the earlier of (x) the consummation of the Wellington Acquisition pursuant to the Wellington Acquisition Agreement and (y) September 26, 2020, for purposes of this definition (A) Total Debt shall not include any New Senior Notes that are subject to special mandatory redemption provisions related to the consummation of the Wellington Acquisition 







and (B) the proceeds of any such New Senior Notes shall not be included in unrestricted cash and cash equivalents of the Company and its Subsidiaries.
SECTION 2.  Reserved.
SECTION 3. Representations and Warranties.  The Company represents and warrants to the Administrative Agent and to each of the Lenders, as of the Amendment Effective Date, that:
(a)this Agreement has been duly authorized by all necessary action of the Company, and this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and similar Laws affecting the enforceability of creditors’ rights generally and to general principles of equity;
(b)after giving effect to this Agreement, the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case on and as of the Amendment Effective Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty is so true and correct on and as of such prior date; and
(c)on and as of the Amendment Effective Date, after giving effect to this Agreement, no Event of Default or Unmatured Event of Default has occurred and is continuing under the Existing Credit Agreement.
SECTION 4. Effectiveness.  The amendment of the Existing Credit Agreement as set forth in Section 1 hereof shall become effective on the first date on which the following conditions shall have been satisfied or waived (the “Amendment Effective Date”):
(a)The Administrative Agent shall have executed a counterpart hereto and shall have received from (i) the Company and (ii) Lenders party to the Existing Credit Agreement that together constitute the Required Lenders under the Existing Credit Agreement either (A) a counterpart of this Agreement signed on behalf of such party or (B) evidence satisfactory to the Administrative Agent (which may include a facsimile transmission or other electronic transmission of a signed counterpart of this Agreement) that such party has signed a counterpart of this Agreement.
(b)The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Senior Officer on behalf of the Company, certifying that the representations and warranties set forth in Section 3 hereof are true and correct as of the Amendment Effective Date.
The Administrative Agent shall notify the Company and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.
SECTION 5.  Effect of Amendment; No Novation.  
(a)Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, the Issuing Lenders, the Swing Line Lender or the Lenders under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any 







other Loan Document, all of which shall continue in full force and effect in accordance with the provisions thereof.
(b)Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document in similar or different circumstances.
(c)On and after the Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall refer to the Existing Credit Agreement as amended hereby, and the term “Credit Agreement”, as used in any Loan Document, shall mean the Existing Credit Agreement as amended hereby.  This Agreement shall constitute a “Loan Document” for all purposes of the Existing Credit Agreement and the other Loan Documents.
(d)This Agreement shall not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement.  Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Existing Credit Agreement.  Nothing expressed or implied in this Agreement, the Existing Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Company under the Existing Credit Agreement or any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.
SECTION 6. Governing Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.
SECTION 7. Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement.  Electronic records of executed Loan Documents maintained by the Lenders shall be deemed to be originals.
SECTION 8. Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
SECTION 9. Headings.  Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


[Signature pages follow.]










IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date set forth above.


CENTENE CORPORATION




by    /s/ Jeffrey A. Schwaneke        
Name:    Jeffrey A. Schwaneke  
		
	Title: 
	Executive Vice President and Chief Financial Officer


































WELLS FARGO BANK, NATIONAL ASSOCIATION




by    /s/ Darin Mullis                                   
Name:    Darin Mullis 
Title: Managing Director 










                    






LENDER SIGNATURE PAGE TO AMENDMENT NO 1 
TO THE CREDIT AGREEMENT 
OF CENTENE CORPORATION













Barclays Bank PLC 




by    /s/ Edward Pan                                          
Name:    Edward Pan 
Title: Associate










Current Revolving Commitment: $225,000,000
Current Revolving Outstandings: $13,500,000
Current 2019 Incremental Term Loan: $25,000,000






LENDER SIGNATURE PAGE TO AMENDMENT NO 1 
TO THE CREDIT AGREEMENT 
OF CENTENE CORPORATION













BMO Harris Bank NA 




by    /s/ Joseph Podrabsky                                   
Name:    Joseph Podrabsky
Title: Vice President








                    






Current Revolving Commitment: $60,000,000
Current Revolving Outstandings: $3,319,452.09
Current 2019 Incremental Term Loan: $115,000,000






LENDER SIGNATURE PAGE TO AMENDMENT NO 1 
TO THE CREDIT AGREEMENT 
OF CENTENE CORPORATION













Bank of America, N.A. 




by    /s/ Yinghua Zhang                                         
Name: Yinghua Zhang    
Title: Director














Current Revolving Commitment: $205,000,000
Current Revolving Outstandings: 
		
	–
	Revolving Loans -  €8,518,088


		
	–
	Participation in Letters of Credit: $2,824,588


Current 2019 Incremental Term Loan: $185,000,000






LENDER SIGNATURE PAGE TO AMENDMENT NO 1 
TO THE CREDIT AGREEMENT 
OF CENTENE CORPORATION













CIBC Bank USA 




by    /s/ Kloie McCann                                            
Name:    Kloie McCann
Title: Associate Managing Director 












Current Revolving Commitment: $50,000,000
Current Revolving Outstandings: $2,975,838.14
Current 2019 Incremental Term Loan: $90,000,000












LENDER SIGNATURE PAGE TO AMENDMENT NO 1 
TO THE CREDIT AGREEMENT 
OF CENTENE CORPORATION







Fifth Third Bank 




by    /s/ Nathaniel E. Sher                                     
Name:    Nathaniel E. Sher
Title: Senior Vice President












Current Revolving Commitment: $175,000,000
Current Revolving Outstandings: $10,410,084.79
Current 2019 Incremental Term Loan: $60,000,000






LENDER SIGNATURE PAGE TO AMENDMENT NO 1 
TO THE CREDIT AGREEMENT 
OF CENTENE CORPORATION









JPMorgan Chase Bank, N.A




by    /s/ Danielle D. Babine                                     
Name:    Danielle D. Babine
Title: Vice President












Current Revolving Commitment: $225,000,000
Current Revolving Outstandings: $13,411,695
Current 2019 Incremental Term Loan: $185,000,000






LENDER SIGNATURE PAGE TO AMENDMENT NO 1 
TO THE CREDIT AGREEMENT 
OF CENTENE CORPORATION









MUFG Bank, LTD 




by    /s/ Teuta Ghilaga                                             
Name: Teuta Ghilaga
Title: Director








                    


Current Revolving Commitment: $125,000,000
Current Revolving Outstandings: $7,400,000
Current 2019 Incremental Term Loan: $185,000,000






LENDER SIGNATURE PAGE TO AMENDMENT NO 1 
TO THE CREDIT AGREEMENT 
OF CENTENE CORPORATION









PNC Bank, National Association, as a Lender




by    /s/ Samreen Fatima                                       
Name:    Samreen Fatima
Title: Assistant Vice President 












Current Revolving Commitment: $75,000,000
Current Revolving Outstandings: $4,502,031
Current 2019 Incremental Term Loan: $90,000,000






LENDER SIGNATURE PAGE TO AMENDMENT NO 1 
TO THE CREDIT AGREEMENT 
OF CENTENE CORPORATION









Regions Bank 




by    /s/ Brian Walsh                                             
Name:    Brian Walsh 
Title: Director












Current Revolving Commitment: $175,000,000
Current Revolving Outstandings: $8,128,555
Current 2019 Incremental Term Loan: $45,000,000






LENDER SIGNATURE PAGE TO AMENDMENT NO 1 
TO THE CREDIT AGREEMENT 
OF CENTENE CORPORATION









Stifil Bank & Trust




by    /s/ John H. Phillips                                        
Name:    John H. Phillips 
Title: Executive Vice President








                    




Current Revolving Commitment: $60,000,000
Current Revolving Outstandings: $2,823,366.45
Current 2019 Incremental Term Loan: $0






LENDER SIGNATURE PAGE TO AMENDMENT NO 1 
TO THE CREDIT AGREEMENT 
OF CENTENE CORPORATION







SunTrust Bank 




by    /s/ Katherine Bass                                         
Name: Katherine Bass
Title: Director










Current Revolving Commitment: $225,000,000
Current Revolving Outstandings: $13,476,348.69
Current 2019 Incremental Term Loan: $100,000,000






LENDER SIGNATURE PAGE TO AMENDMENT NO 1 
TO THE CREDIT AGREEMENT 
OF CENTENE CORPORATION







U.S Bank National Association




by    /s/ David C. Mruk                                          
Name:    David C. Mruk 
Title: Senior Vice President












Current Revolving Commitment: $175,000,000
Current Revolving Outstandings: $10,496,603
Current 2019 Incremental Term Loan: $45,000,000










LENDER SIGNATURE PAGE TO AMENDMENT NO 1 
TO THE CREDIT AGREEMENT 
OF CENTENE CORPORATION







WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, 




by    /s/ Darin Mullis                                   
Name:    Darin Mullis 
Title: Managing Director 








Current Revolving Commitment: $225,000,000
Current Revolving Outstandings: $10,396,809.55
Current 2019 Incremental Term Loan: $275,000,000