EBITDA: sum of (A)(i) plus (A)(ii) plus (A)(iii) plus
$
(A)(iv) plus (A)(v) plus (A)(vi) plus (A)(vii) plus (A)(viii) plus (A)(ix) plus
(A)(x) plus (A)(xi) minus (A)(xii) minus (A)(xiii) minus (A)(xiv) minus (A)(xv)
plus
$
(A)(xvi) plus (A) (xvii)
$
(A)(i) Consolidated Net Income
$
(A)(ii) Interest Expense
$
(A)(iii) income tax expense
$
(A)(iv) depreciation expense
$
(A)(v) amortization expense
$
(A)(vi) other extraordinary or non-cash charges and
expenses (see definition of EBITDA)
$
(A)(vii) non-cash charges for such period associated with stock-based
compensation expenses pursuant to the financial reporting guidance of the
Financial Accounting Standards Board concerning stock-based compensation
$
(A)(viii) non-recurring charges, costs, fees and expenses
from discontinued operations
$
(A)(ix) HN Transaction
Costs
$
(A)(x) out-of-pocket fees and expenses for
proposed or actual issuances of Debt or Capital Securities or proposed or actual
permitted Acquisitions, Investments, asset sales or divestitures
$
(A)(xi) unrealized losses attributable to "mark to market"
accounting in respect of Hedging Agreements
$
(A)(xii)
extraordinary or non-cash income (see definition of EBITDA)
$
(A)(xiii) non-cash gains
$
(A)(xiv) non-recurring gains
from discontinued operations
$
(A)(xv) unrealized gains
attributable to "mark to market" accounting in respect of Hedging Agreements
$
(A)(xvi) pro forma EBITDA from Acquisitions (without
duplication of above)
$
(A) (xvii) pro forma cost savings
and related adjustments attributable to Acquisitions
$
(B)
(A) minus (B)(i) minus (B)(ii) minus (B)(iii)
$
(B)
(i) income taxes paid
$
(B)
(ii) unfinanced Capital Expenditures
$
(B)
(iii) cash dividends paid
$
(C)
Sum of (C)(i) plus (C)(ii):
$
(C)(i) cash Interest
Expense
$
(C)(ii) required payments of principal of Funded
Debt (excluding Revolving Loans and the payment of the 2017 Senior Notes at
maturity)
$
ratio of (B) to (C)
to 1
minimum required
1.75 to 1
Section 11.12.2 -Total Debt to EBITDA Ratio
(1) Total Debt
$
(2) EBITDA (from (A) above)
$
Ratio of (1) to (2)
to 1
maximum allowed
[
]
to 1
2
The Company further certifies to you that (i) no Event of Default or Unmatured
Event of Default has occurred and is continuing and (ii) all of the
representations and warranties contained in the Credit Agreement and the other
Loan Documents are true and correct as of the date such certification is given
as if made on such date.
The Company has caused this Certificate to be executed and delivered by its duly
authorized officer on
,
.
CENTENE CORPORATION
by
Name:
Title:
3
EXHIBIT C
[FORM OF]
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Effective Date (referred to below) and is entered into by and between the
Assignor[s] identified below ([each an][the] "Assignor") and the Assignee[s]
identified below ([each an][the] "Assignee"). [The parties hereto hereby agree
that the rights and obligations of the [Assignors][and][Assignees] hereunder are
several and not joint.]2 Capitalized terms used but not defined herein shall
have the meanings set forth in the Credit Agreement identified below (as
amended, supplemented or otherwise