AMENDMENT NO. 6 (dated and effective December 14, 2007) to CREDIT AGREEMENT (that was dated as of September 14, 2004) by and among LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent and Co-Lead Arranger, WACHOVIA CAPITAL MARKETS, LLC, as...
Exhibit
10.23e
AMENDMENT
NO. 6
(dated
and effective December 14, 2007)
to
(that
was dated as of September 14, 2004)
by
and among
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),
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. The term this
Amendment means this Amendment No. 6. 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 December 14, 2007, but only if (i) this Amendment
has been duly executed by Company, Administrative Agent, and Required Lenders,
and (ii) Company has paid Administrative Agent’s costs and expenses (including
payment of ▇▇▇▇▇, ▇▇▇▇ & Fingersh invoice).
3. Consent
and Waiver of Notice Period.
Company
has notified Administrative Agent that Company intends to change the name of its
Wholly-Owned Subsidiary Cardium Health Services, Inc. to Nurtur Health,
Inc. Administrative Agent and the Lenders hereby consent to such name
change and waive the requirement under Section 10.1.6(f) that notice of such
name change be provided at least 15 days prior to such change.
4. Amendments
to Original Loan Agreement.
The
Original Loan Agreement is hereby amended as follows:
4.1. Notice
of Name Change.
Section
11.1.6(f) is amended by deleting the phrase “15 days” and replacing it with the
following: “5 days (or such lesser period of time to which Administrative Agent
may agree in writing)”.
4.2. Restricted
Payments.
Section
11.4 is amended by deleting the date “November 7, 2007” and replacing it with
the date “April 1, 2011”.
4.3. 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 to be used as Company’s headquarters in Clayton,
Missouri, St. Louis, Missouri, or other location determined by Company and
located in one of the ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇.
4.4. Annex
A.
Annex
A is deleted in its entirety and replaced with Annex
A attached hereto.
4.5. Annex
B.
Annex
B is deleted in its entirety and replaced with Annex
B attached hereto.
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/ ▇ ▇
▇▇▇▇▇▇
Name:
Per
▇▇▇▇▇▇
Title:
SVP
Administrative
Agent:
LASALLE
BANK NATIONAL ASSOCIATION
By: /s/
▇▇▇▇▇
▇▇▇▇▇▇
Name:
▇▇▇▇▇
▇▇▇▇▇▇
Title: Vice
President
Lenders:
LASALLE
BANK NATIONAL ASSOCIATION
By: /s/
▇▇▇▇▇
▇▇▇▇▇▇
Name:
▇▇▇▇▇
▇▇▇▇▇▇
Title: Vice
President
WACHOVIA
BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇
Title: Director
NATIONAL
CITY BANK (formerly National City Bank of the Midwest)
By: /s/ S
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Name: S
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Title: Vice
President
SUNTRUST
BANK
By: /s/ ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇
Title: Managing
Director
REGIONS
BANK
By: /s/ ▇▇▇▇
▇.
▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇
▇.
▇▇▇▇▇▇▇▇▇
Title: SVP
▇▇▇▇▇▇▇
▇▇▇▇▇ CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇
▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇▇▇▇▇▇
Title: Vice
President
BANK
OF AMERICA, N.A.
By: /s/
▇▇▇▇▇
▇▇▇▇▇▇
Name:
▇▇▇▇▇
▇▇▇▇▇▇
Title: Vice
President
ANNEX
A
LENDERS
AND PRO RATA SHARES
|
Lender
|
Revolving
Commitment Amount
|
Pro Rata Share
|
|
LaSalle
Bank National Association
|
$60,000,000.00
|
20.000000000%
|
|
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%
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇ Capital Corporation
|
$40,000,000.00
|
13.333333332%
|
|
Bank
of America, N.A.
|
$40,000,000.00
|
13.333333333%
|
|
TOTALS
|
$300,000,000.00
|
100.000000000%
|
ANNEX
B
ADDRESSES
FOR NOTICES
CENTENE
CORPORATION
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
J. Per ▇▇▇▇▇▇, Chief Financial Officer
Telephone:
▇▇▇-▇▇▇-▇▇▇▇
Facsimile:
▇▇▇-▇▇▇-▇▇▇▇
LASALLE BANK NATIONAL
ASSOCIATION, as Administrative Agent, Co-Lead Arranger, Issuing Lender
and a Lender
Notices of Borrowing ,
Conversion, and Continuation
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
Notices of Letter of Credit
Issuance
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
All Other
Notices
Bank of
America
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
WACHOVIA BANK, NATIONAL
ASSOCIATION, as Syndication Agent, Co-Lead Arranger, and a
Lender
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇
▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
With a
copy to:
▇ ▇.
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
NATIONAL CITY BANK,
as a Lender
▇▇▇ ▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇-▇▇▇▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
SUNTRUST BANK, as a
Lender
▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
REGIONS BANK, as a
Lender
▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇.
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL
CORPORATION, as a Lender
4 World
Financial Center (22nd Floor)
New York,
New York 10080
Attention:
▇▇▇▇ ▇▇▇▇▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
BANK OF AMERICA,
N.A., as a Lender
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇-▇▇▇-▇▇-▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇