EXHIBIT 2.1 STOCK PURCHASE AGREEMENT DATED AS OF AUGUST 2, 2002Stock Purchase Agreement • December 16th, 2002 • Centene Corp • Hospital & medical service plans • New Jersey
EXHIBIT 1.1 5,000,000 SHARES CENTENE CORPORATION COMMON STOCK, $.001 PAR VALUE UNDERWRITING AGREEMENT DATED APRIL [16], 2002 TABLE OF CONTENTSUnderwriting Agreement • May 14th, 2002 • Centene Corp • Hospital & medical service plans • New York
EXHIBIT 10.2 AGREEMENT OF PURCHASE AND SALE BY AND BETWEEN THE REALTY ASSOCIATES FUND VI, L.P.,Purchase and Sale Agreement • July 28th, 2003 • Centene Corp • Hospital & medical service plans
BETWEENRights Agreement • August 30th, 2002 • Centene Corp • Hospital & medical service plans • New York
COMMON STOCKUnderwriting Agreement • August 27th, 2003 • Centene Corp • Hospital & medical service plans • New York
Exhibit 10.18 EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ This Executive Employment Agreement ("Agreement") is made and entered into this 16th day of December, 1998, by and between Centene Management Corporation a Wisconsin...Executive Employment Agreement • October 9th, 2001 • Centene Corp • Missouri
Exhibit 4.2 AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT -----------------------Shareholder Agreement • October 9th, 2001 • Centene Corp • Delaware
AGREEMENTAgreement • February 13th, 2002 • Centene Corp • Hospital & medical service plans
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Centene Corporation.
AMONGStock Purchase Agreement • October 28th, 2002 • Centene Corp • Hospital & medical service plans • New Jersey
EXHIBIT 10.19 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of the 1st day of December, 2003, by and between CENTENE CORPORATION, a Wisconsin corporation (hereinafter called the "Company"), and William Scheffel (hereinafter...Executive Employment Agreement • February 25th, 2004 • Centene Corp • Hospital & medical service plans • Missouri
RECITALSStock Pledge Agreement • May 14th, 2002 • Centene Corp • Hospital & medical service plans • Illinois
Exhibit 10.16 EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ THIS AGREEMENT, made and entered into as of the 6th day of August, 2001, by and between CENTENE CORPORATION, a Wisconsin corporation (hereinafter called the "Company"), and...Executive Employment Agreement • October 9th, 2001 • Centene Corp • Missouri
EXHIBIT 10.21 LOAN AGREEMENT This is an agreement executed on May 1, 2002 between CENTENE CORPORATION, a Delaware corporation, as Borrower, and LASALLE BANK NATIONAL ASSOCIATION, as Lender. In consideration of the mutual agreements herein and other...Loan Agreement • May 14th, 2002 • Centene Corp • Hospital & medical service plans • Illinois
EXHIBIT 2.2 INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT dated as of December 1, 2002 (this "Agreement") is entered into among University of Medicine and Dentistry of New Jersey (the "University"), University Health Plans, Inc. (the...Investor Rights Agreement • December 16th, 2002 • Centene Corp • Hospital & medical service plans • New Jersey
CENTENE CORPORATION 7¼% Senior Notes due 2014 INDENTURE Dated as of March 22, 2007 THE BANK OF NEW YORK TRUST COMPANY, N.A. as TrusteeIndenture • March 23rd, 2007 • Centene Corp • Hospital & medical service plans • New York
Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
THIRD AMENDMENT TO CONTRACT BETWEEN THE OFFICE OF MEDICAID POLICY AND PLANNING AND COORDINATED CARE CORPORATION INDIANA, INC.Contract • February 25th, 2004 • Centene Corp • Hospital & medical service plans
Name of Optionee NON-STATUTORY STOCK OPTION AGREEMENT (____ Stock Plan) THIS AGREEMENT is entered into by and between CENTENE CORPORATION, a Wisconsin corporation (hereinafter the "Company"), and the undersigned employee of the Company (hereinafter...Non-Statutory Stock Option Agreement • October 9th, 2001 • Centene Corp • Wisconsin
AIRC1998* AIRCRAFT LEASE AGREEMENT dated as of ______________("Agreement") This Agreement (together with all supplements, annexes, exhibits and schedules hereto hereinafter referred to as the "LEASE") is between AVN AIR, LLC, with an office at 44 OLD...Aircraft Lease Agreement • February 25th, 2004 • Centene Corp • Hospital & medical service plans
CENTENE CORPORATION 7¼% Senior Notes due 2014 INDENTURE Dated as of March 22, 2007 THE BANK OF NEW YORK TRUST COMPANY, N.A. as TrusteeIndenture • May 11th, 2007 • Centene Corp • Hospital & medical service plans • New York
Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
CENTENE CORPORATION (a Delaware corporation) 5,000,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • January 25th, 2010 • Centene Corp • Hospital & medical service plans • New York
Centene Corporation, a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), J.P. Morgan Securities Inc., Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, J.P. Morgan Securities Inc., Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in said Schedule A, and (ii) the grant by the Company to the Underwriters, acting severally and n
SECOND AMENDMENT (DATED AND EFFECTIVE AUGUST 1, 2003) TO LOAN AGREEMENT (THAT WAS EFFECTIVE MAY 1, 2002) BY AND BETWEEN LASALLE BANK NATIONAL ASSOCIATION, AS LENDER, AND CENTENE CORPORATION, AS BORROWERLoan Agreement • October 27th, 2003 • Centene Corp • Hospital & medical service plans • Illinois
BY AND AMONGAsset Sale and Purchase Agreement • February 25th, 2004 • Centene Corp • Hospital & medical service plans • Delaware
CENTENE CORPORATION 4.75% Senior Notes due 2022 INDENTURE Dated as of April 29, 2014 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as TrusteeIndenture • April 29th, 2014 • Centene Corp • Hospital & medical service plans • New York
AMENDMENT NO. 10 TO THE 1999 CONTRACT FOR SERVICES BETWEEN THE HEALTH AND HUMAN SERVICES COMMISSION AND HMOContract for Services • February 25th, 2003 • Centene Corp • Hospital & medical service plans
CENTENE CORPORATION $250,000,000 5.75% Senior Notes due 2017 INDENTURE Dated as of May 27, 2011 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as TrusteeIndenture • May 27th, 2011 • Centene Corp • Hospital & medical service plans • New York
Centene Corporation Underwriting AgreementUnderwriting Agreement • November 7th, 2012 • Centene Corp • Hospital & medical service plans • New York
Centene Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $175,000,000 aggregate principal amount of its 5.75% Senior Notes due 2017 (the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which Barclays Capital Inc. and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”). The Notes will be issued pursuant to the indenture (the “Indenture”), dated as of May 27, 2011, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”). The Company previously issued $250,000,000 aggregate principal amount of the Company’s 5.75% Senior Notes due 2017 (the “Existing Notes”) under the Indenture. The Notes constitute an offering of “Additional Notes” (as such term is defined in the Indenture) under the Indenture. Except as disclosed in the Disclosure Package as of the Applicable Time and the Prospectus dated as of the date hereof (each as defined in Section 1(a)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 13th, 2020 • Centene Corp • Hospital & medical service plans • New York
This REGISTRATION RIGHTS AGREEMENT dated February 13, 2020 (this “Agreement”), is entered into by and among Centene Corporation, a Delaware corporation (the “Company”), and Barclays Capital Inc., as initial purchaser under the Purchase Agreement (as defined below) (the “Initial Purchaser”).
Centene Corporation 24,185,000 Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • May 4th, 2018 • Centene Corp • Hospital & medical service plans • New York
Centene Corporation, a Delaware corporation (the “Company”), proposes to issue and sell the number of shares of common stock, $0.001 par value (“Common Stock”) of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) to the several underwriters named on Schedule II hereto (the “Underwriters”), for which Barclays Capital Inc., Citigroup Global Markets Inc., Wells Fargo Securities, LLC and Evercore Group L.L.C. are acting as representatives (the “Representatives”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities;” the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Securities from the Company by the Underwriter
Name of Optionee INCENTIVE STOCK OPTION AGREEMENT (________ Stock Plan) THIS AGREEMENT is entered into by and between CENTENE CORPORATION, a Wisconsin corporation (hereinafter the "Company"), and the undersigned employee of the Company (hereinafter...Incentive Stock Option Agreement • October 9th, 2001 • Centene Corp • Wisconsin
Part 1: Parties to the Contract: This Contract Amendment (the “Amendment”) is between the Texas Health and Human Services Commission (HHSC), an administrative agency within the executive department of the State of Texas, having its principal office at...Contract Amendment • October 25th, 2011 • Centene Corp • Hospital & medical service plans • Texas
STAR, CHIP, and CHIP Perinatal Program results will be consolidated, but STAR+PLUS Program results will be calculated on a stand-alone basis. For a given HMO, total incurred administrative expenses, as reported on the FSRs for the HMO’s Service Areas and/or Programs (excluding STAR+PLUS), will be summed, and compared to the total Admin Caps for the HMO’s various Service Areas and Programs (excluding STAR+PLUS). Thus, a STAR, CHIP, or CHIP Perinatal HMO that exceeds its Admin Cap limit in one or more Service Areas or Programs, but does not exceed the Admin Cap in another Service area or Program, may have an offset. Similarly, within STAR+PLUS, HMOs operating in multiple Service Areas will likewise consolidate STAR+PLUS Service Area FSR administrative expense results, and compare that to consolidated STAR+PLUS Admin Caps. The net impact of the Admin Cap across relevant FSRs will be applied to the Experience Rebate calculation.
Underwriting AgreementUnderwriting Agreement • February 11th, 2021 • Centene Corp • Hospital & medical service plans • New York
ContractContract • October 28th, 2014 • Centene Corp • Hospital & medical service plans • Texas
MCO Programs and Service Areas This Amendment applies to the following checked HHSC MCO Programs and Service Areas . All references in the Amendment or the Contract to MCO Programs or Service Areas that are not checked do not apply to the MCO. þ Medicaid STAR MCO Program þ Medicaid STAR + PLUS MCO Program o CHIP MCO Program
CENTENE CORPORATION Restricted Stock Unit Agreement Granted UnderRestricted Stock Unit Agreement • December 21st, 2020 • Centene Corp • Hospital & medical service plans
THIS AGREEMENT is entered into by Centene Corporation, a Delaware corporation (hereinafter the “Company”), and the undersigned employee of the Company (hereinafter the “Participant”).
REGISTRATION RIGHTS AGREEMENT by and among Centene Corporation and Banc of America Securities LLC Wachovia Capital Markets, LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated as of March 22, 2007Registration Rights Agreement • March 23rd, 2007 • Centene Corp • Hospital & medical service plans • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 22, 2007, by and between Centene Corporation, a Delaware corporation (the “Company”) and Banc of America Securities LLC, Wachovia Capital Markets, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the initial purchasers named on Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), who has agreed to purchase the Company’s 7 ¼% Senior Notes due 2014 (the “Initial Notes”) pursuant to the Purchase Agreement. The Initial Notes are herein collectively referred to as the “Initial Securities.”
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 16, 2021 among CENTENE CORPORATION, as the Company, THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS...Credit Agreement • August 18th, 2021 • Centene Corp • Hospital & medical service plans • New York
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 16, 2021 (this “Agreement”), is entered into among CENTENE CORPORATION (the “Company”), the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
