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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed and
delivered by its officer thereunto duly authorized as of the date and at the
place first written above.
CENTENE CORPORATION
By:
____________________________
Name:
____________________________
Title:
____________________________
SCHEDULE OF LOANS
This Note evidences Loans made, continued or converted under the within
described Credit Agreement to the Company, on the dates, in the principal
amounts, of the type, bearing interest at the rates and having Interest Periods
(if applicable) of the durations set forth below and pursuant to the Credit
Agreement, subject to the continuations, conversions and payments and
prepayments of principal set forth below:
Date
Type of Loan
Interest Rate
Amount of Loan Made This Date
Amount of Principal Paid This Date
Outstanding Principal Balance This Date
Notation Made By
EXHIBIT B
[FORM: OF]
COMPLIANCE CERTIFICATE
To:
Barclays Bank PLC, as Administrative Agent
Please refer to the Amended and Restated Credit Agreement dated as of May [__],
2013 (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement") among Centene Corporation (the "Company"), various
financial institutions party thereto and Barclays Bank PLC, as Administrative
Agent. Terms used but not otherwise defined herein are used herein as defined in
the Credit Agreement.
Reports. A copy of the [annual audited/quarterly] report of the Company as at
________, __ (the "Computation Date"), which report fairly presents in all
material respects the financial condition and results of operations [(subject to
the absence of footnotes and to normal year-end adjustments)] of the Company as
of the Computation Date and has been prepared in accordance with GAAP
consistently applied [is enclosed herewith] [may be found at the Company's
website at ].
Financial Tests. The Company hereby certifies and warrants to Administrative
Agent, Issuing Lender and each Lender that the following is a true and correct
computation as at the Computation Date of the following ratios and/or financial
restrictions contained in the Credit Agreement and each of the enclosed are true
and correct as at the Computation Date:
Section 11.12.1 - Fixed Charge Coverage Ratio
(A) EBITDA: sum of (A)(i) plus (A)(ii) plus (A)(iii) plus
(A)(iv) plus (A)(v) plus (A)(vi) minus (A)(vii) plus
(A)(viii) plus (A) (ix)
$_____
(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 non-cash expenses (see definition of EBITDA)
$_____
(A)(vii) non-cash income (see definition of EBITDA)
$_____
(A)(viii) pro forma EBITDA from Acquisitions (without duplication of above)
$_____
(A) (ix) 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)
$_____
ratio of (B) to (C)
__ to 1
minimum required
1.75 to 1