EXHIBIT 10.21b
STOCK PLEDGE AGREEMENT
This Stock Pledge Agreement (this "Agreement") is made and entered into
as of May 1, 2002, by and between Centene Corporation, a Delaware corporation
("Pledgor"), and LaSalle Bank National Association, a national banking
association ("Pledgee").
RECITALS
A. Pledgor and Pledgee have entered into that certain Loan
Agreement of even date herewith (the "Loan Agreement") pursuant to which Pledgee
has agreed to make certain loans and advances to Pledgor.
B. Pledgor owns 100% of the issued and outstanding capital stock
of Centene Management Corporation, Centene Corporation of Texas, Managed Health
Services Insurance Corp., Coordinated Care Corporation Indiana, Inc., MHS
Consulting Corporation, Managed Health Services Illinois, Inc., MHS Behavioral
Health of Texas, Inc., Superior HealthPlan, Inc., and Bankers Reserve Life
Insurance Company of Wisconsin (separately and collectively "Subsidiary"), which
stock as of the date of this Agreement consists of the shares of common stock
listed on Exhibit A attached hereto (including stock certificate number, voting
series and par value per share).
C. Pledgor has agreed to secure the Loan Obligations (as defined
in the Loan Agreement) with, among other things, a pledge of all of the issued
and outstanding capital stock of Subsidiary, as hereafter provided
(collectively, the "Shares").
AGREEMENT
In consideration of the foregoing, the mutual agreements below and
other sufficient consideration, the receipt of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. GENERAL. Unless the context of this Agreement clearly requires
otherwise, (i) references to the plural include the singular and vice versa,
(ii) references to any Person include such Person's successors and assigns but,
if applicable, only if such successors and assigns are permitted by this
Agreement, (iii) references to one gender include all genders, (iv) "including"
is not limiting, (v) "or" has the inclusive meaning represented by the phrase
"and/or", (vi) the words "hereof", "herein", "hereby", "hereunder" and similar
terms in this Agreement refer to this Agreement as a whole, including its
Exhibits, and not to any particular provision of this Agreement, (vii) the word
"Section" or "section" and "Page" or "page" refer to a section or page,
respectively, of this Agreement unless it expressly refers to something else,
(viii) reference to any agreement, document, or instrument, including this
Agreement, any other Loan Document and any agreement, document or instrument
defined herein, means such agreement, document, or instrument as it may have
been or may be amended, restated, extended, renewed, replaced, or otherwise
modified and in effect from time to time in accordance with the terms thereof
and, if applicable, the terms hereof, and includes all attachments thereto and
instruments incorporated therein, if any, and (ix) general and specific
references to any Law means such Law as amended, modified, codified or
reenacted, in whole or in part, and in effect from time to time. Section
captions are for convenience only and do not affect the interpretation or
construction of this Agreement.
2. DEFINED TERMS. All capitalized terms not otherwise defined herein have
the meanings given them in the Loan Agreement. Capitalized terms used and not
otherwise defined herein or in the Loan Agreement have the meanings given them
in the UCC.
3. PLEDGE AND GRANT OF SECURITY INTEREST.
3.1. To secure the full and prompt payment and performance of all
the Loan Obligations of Pledgor (collectively, the "Secured
Obligations"), Pledgor hereby grants to Pledgee a Security Interest
under the UCC in all of the Shares. The Shares are represented by
certificates which are delivered with this Agreement, together with a
stock power attached to each such certificate executed in blank by
Pledgor, to Pledgee. This Agreement is a Security Document under the
Loan Agreement.
3.2. In addition, Pledgor hereby grants to Pledgee a Security
Interest in the following (which are deemed to be included in the term
"Shares"): (i) all dividends, cash, securities, instruments and other
property from time to time paid, payable or otherwise distributed in
respect of or in exchange for any or all of such Shares, (ii) any and
all warrants, options, subscriptions or other contractual arrangements
for the purchase of stock or securities convertible into stock, (iii)
any and all distributions received by Pledgor with respect to the
Shares, whether in cash or in kind, by way of dividends or stock
splits, or pursuant to a merger or consolidation or otherwise, or any
substitute security issued upon conversion, reorganization or
otherwise, (iv) any and all other property hereafter delivered to
Pledgor or Pledgee in substitution for or in addition to any of the
foregoing (including all securities issued pursuant to any shareholder
agreement, stock purchase agreement, stock purchase rights or other
agreement with respect to stock of Subsidiary to which Pledgor may now
or hereafter be a party), all certificates and instruments representing
or evidencing such property and all cash, securities, interest,
dividends, rights, and other property at any time and from time to time
received, receivable or otherwise distributed in respect of or in
exchange for any or all thereof, (v) any capital stock of any
Subsidiary hereafter acquired by Pledgor, and (vi) any and all proceeds
of any of the foregoing. If any of the foregoing is received by
Pledgor, Pledgor will immediately deliver the same to Pledgee or its
designated nominee, accompanied, if appropriate, by original stock
certificates, proper instruments of assignment and/or stock powers
executed by Pledgor in accordance with Pledgee's instructions, to be
held subject to the terms of this Agreement; provided, however, that,
if no Default then exists, Pledgor may retain all cash dividends in
respect of the Shares. If Pledgor fails to make delivery to Pledgor in
compliance with the preceding sentence, all such property shall be
deemed received by Pledgor in trust for the benefit of Pledgee and
shall be segregated from the other property and funds of Pledgor.
4. REPRESENTATIONS AND WARRANTIES. Pledgor represents and warrants that:
4.1. Pledgor owns the Shares, free of all Security Interests and
encumbrances, other than in favor of Pledgee, and the Shares are all
validly issued and outstanding, fully paid and non-assessable.
4.2. Except as expressly permitted in the Loan Agreement, there are
no outstanding warrants, options, subscriptions or other contractual
arrangements for the purchase of any other shares of stock or any
securities convertible into shares of stock of Subsidiary.
4.3. The delivery of the Shares to Pledgee pursuant to this
Agreement and the filing of the financing statement(s) with respect to
the Shares (which Pledgor hereby authorizes Pledgee to file) in the
offices shown thereon, create a valid and fully perfected first
priority Security Interest in the Shares, securing the payment of the
Secured Obligations.
4.4. No consent of any other party (including any stockholder or
creditor of Pledgor) and no governmental approval is required for the
exercise by Pledgee of the voting rights or other rights or remedies
granted in this Agreement with respect to the Shares (except (i) as
disclosed in the Disclosure Schedule to the Loan Agreement, (ii) as may
be required in connection with the
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disposition of the Shares by laws affecting the offering and sale of
securities generally, and (iii) as may be required by Governmental
Authorities which regulate state health organizations).
4.5. None of the Shares constitutes "margin stock" (within the
meaning of Regulation U issued by the Board of Governors of the Federal
Reserve System).
4.6. Pledgor is duly authorized to execute and deliver this
Agreement to Pledgee, and this Agreement constitutes the legal, valid
and binding obligation of Pledgor, enforceable against Pledgor in
accordance with its terms.
4.7. Pledgor owns 100% of the issued and outstanding capital stock
of each Subsidiary.
5. DILUTION OF STOCK. Pledgor agrees that it will not cause or permit
Subsidiary to issue any stock or other securities (including any warrants,
options, subscriptions or other contractual arrangements for the purchase of
stock or securities convertible into stock) in addition to or in substitution
for the Shares. Pledgor will deliver hereunder, immediately upon its acquisition
(directly or indirectly) thereof, any and all writings evidencing any additional
Shares together with executed stock powers duly endorsed in blank.
6. ADDITIONAL SECURITY INTERESTS. Pledgor agrees that it will not (i) sell
or otherwise dispose of, or grant any option with respect to, any of the Shares,
(ii) create or permit to exist any Security Interest upon or with respect to any
of the Shares, except for the Security Interest created by this Agreement, or
(iii) enter into any other contractual obligations which may restrict or inhibit
Pledgee's right or ability to sell or otherwise dispose of the Shares or any
part thereof after the occurrence of a Default hereunder.
7. CUSTODY AND PRESERVATION OF THE COLLATERAL. The powers conferred on
Pledgee hereunder are solely to protect Pledgee's interest in the Shares and
shall not impose any duty on it to exercise any such powers. Except for the safe
custody of the Shares in its possession and the accounting for monies actually
received by it hereunder, Pledgee shall have no duty as to the Shares. It is
expressly agreed that Pledgee shall not have responsibility for (i) ascertaining
or taking action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relative to the Shares, whether or not Pledgee has or
is deemed to have knowledge of such matters, or (ii) taking any necessary steps
to preserve rights against any third parties with respect to the Shares. Pledgee
shall be deemed to have exercised reasonable care in the custody and
preservation of any Collateral in its possession (including the Shares) even if
it fails to sell or convert Collateral which is falling in market value, but
Pledgee may do so at its option and all reasonable expenses incurred in
connection therewith shall be for the sole account of the Pledgor. The failure
of Pledgee to preserve or protect any rights with respect to any of the Shares
against other parties will not be deemed a failure to exercise reasonable care
in the custody or preservation of such Shares.
8. MAINTENANCE OF GOOD STANDING; NO LIQUIDATION OR DISSOLUTION. Until
Pledgee returns the certificates representing the Shares to Pledgor and such
Shares are released from the Security Interest hereof in accordance with Section
13 below, Pledgor shall cause Subsidiary to maintain in good standing its
corporate existence and its right to transact business in those states in which
it is now or hereafter doing business. Pledgor shall not at any time liquidate
or dissolve the Subsidiary, or cause the same to occur, without the prior
written consent of Pledgee, except that Pledgor shall be permitted to merge
Subsidiary into Pledgor or another wholly-owned Subsidiary of Pledgor after
reasonable prior written notice to Pledgee.
9. DEFAULT. Any one or more of the following constitutes a "Default"
hereunder:
9.1. any representation or warranty made by Pledgor herein proves
to have been untrue or misleading in any material respect when made;
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9.2. a violation by Pledgor of any of the provision or conditions
of this Agreement;
10.3. change in the stock structure of Subsidiary which would cause
Pledgor, upon liquidation of a Subsidiary, to be entitled to receive
less than 100% of the net assets of such Subsidiary; or
10.4. the occurrence of any Event of Default (as defined in the Loan
Agreement), to the extent not otherwise described above.
10. REMEDIES. Upon the occurrence of a Default, in addition to all other
rights and remedies of Pledgee under the Loan Agreement, at law or in equity:
10.1. Pledgee may at any time exercise any and all of its rights and
pursue any and all of its remedies under the UCC, under any other
applicable Law, and pursuant to this Agreement and the other Loan
Documents, including selling some or all of the Shares at any public
sale or, at private sale without advertisement if in Pledgee's
reasonable judgment such private sale would result in a greater sale
price than a public sale. In the event Pledgee elects to proceed with
respect to some or all of the Shares, whenever applicable provisions of
the UCC require that notice be reasonable, ten (10) calendar days
notice will be deemed reasonable. Pledgee will not be obligated to make
any sale of any of the Shares regardless of notice of sale having been
given. Pledgee may adjourn any public or private sale from time to time
by announcement at the time and place fixed therefor, and such sale
may, without further notice, be made at the time and place to which it
was so adjourned. Pledgee may bid and become a purchaser at any such
sale, if public, and upon any such sale Pledgee may collect, receive,
and hold and apply, as provided herein, the proceeds thereof to the
payment of the Secured Obligations, and assign and deliver some or all
of the Shares and the certificates therefor to the purchaser at any
such sale. The proceeds from any such sale will be applied in
accordance with the terms of the Loan Agreement.
10.2. Pledgee may, at any time in its discretion and without notice
to Pledgor, transfer any or all of the Shares to, or register any or
all of the Shares in the name of, Pledgee or any of its nominees.
10.3. In the event that Pledgee determines that it is advisable to
register under or otherwise comply in any way with the Securities Act
of 1933 or any similar federal or state law, or if such registration or
compliance is required with respect to any or all of the Shares prior
to the sale thereof by Pledgee, Pledgor will use its best efforts to
cause such registration to be effectively made, at no expense to
Pledgee, and to continue such registration effective for such time as
may be reasonably necessary in the opinion of Pledgee, and will
reimburse Pledgee for any reasonable expense incurred by Pledgee
including reasonable attorneys' and accountants' fees and expenses in
connection therewith; and should Pledgee determine that, prior to any
public offering of any of the Shares, such securities should be
registered under the Securities Act of 1933 and/or registered or
qualified under any other federal or state law, and that such
registration and/or qualification is not practical, then Pledgor agrees
that it will cooperate in a commercially reasonable manner to arrange a
private sale so as to avoid a public offering, even though the sales
price established and/or obtained may be substantially less than might
have been obtained through a public offering. Pledgor further
acknowledges the impossibility of ascertaining the amount of damages
which would be suffered by Pledgee by reason of the failure by Pledgor
to perform any of the covenants contained in this Section and,
consequently, agrees that, if Pledgor fails to perform any of such
covenants, Pledgor will pay, as damages and not as a penalty, an amount
equal to the value of the Shares on the date Pledgee demands compliance
herewith.
Pledgor hereby appoints Pledgee as Pledgor's attorney-in-fact effective
upon the occurrence of a Default, with full authority in the place and
stead of the Pledgor and in the name of the Pledgor or
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otherwise, from time to time in Pledgee's discretion to take any action
and to execute any instrument which Pledgee may deem necessary or
advisable to accomplish the purposes of this Agreement.
11. RIGHT TO VOTE SHARES. Until the Secured Obligations have been fully and
irrevocably paid, all of the Commitments have been canceled or terminated, and
Pledgee has no other commitment to extend credit or make advances to or for the
account of Pledgor, Pledgee has the sole right to vote the Shares with regard to
any proposed amendment to the Charter Documents of Subsidiary which would result
in a change in the preferences, qualifications, limitations, restrictions, or
the special or relative rights with respect to the Shares. Otherwise, Pledgor
has the sole right to vote the Shares unless there is a Default hereunder. Upon
the occurrence of a Default, all rights of the Pledgor to exercise the voting
and other consensual rights which it would otherwise be entitled to exercise
pursuant hereto shall cease, and all such rights shall, upon notice by Pledgee
to Pledgor, become vested in Pledgee who thereupon shall have the sole right to
exercise such voting and other consensual rights and the sole right to receive
and hold as Collateral any dividends (and to the extent permissible, apply them
to the Secured Obligations).
12. PRESERVATION AND PERFECTION OF SECURITY INTERESTS. Pledgor will
promptly, upon the request of Pledgee and at Pledgor's expense, execute,
acknowledge and deliver, or cause the execution, acknowledgment and delivery of,
and thereafter, if applicable, register, file or record in an appropriate
governmental office, any document or instrument supplemental to or confirmatory
of this Agreement, and give such further assurances as may otherwise be
necessary or desirable for the creation, preservation and/or perfection of the
Security Interests described in this Agreement.
13. RELEASES. In the event all of the Secured Obligations have been fully
and irrevocably paid, all of the Commitments have been canceled or terminated,
and Pledgee has no other commitment to extend credit or make advances to or for
the account of Pledgor, and Pledgee has received a written request from Pledgor
in connection therewith, Pledgee will, at Pledgor's sole cost and expense,
return to Pledgor all certificates representing the Shares that have not been
sold, disposed of, retained, or applied to the Secured Obligations, with the
stock powers executed by Pledgor attached, and such Shares will be deemed
released from any Security Interest hereunder.
14. SURVIVAL OF PROVISIONS. All representations, warranties, and covenants
of Pledgor contained herein survive the execution and delivery of this
Agreement, and terminate only upon the full and irrevocable payment of all of
the Secured Obligations, cancellation or termination of all of the Commitments,
and when Pledgee has no other commitment to extend credit or make advances to or
for the account of Pledgor.
15. MISCELLANEOUS.
15.1. NOTICES. All notices, consents, requests and demands to or
upon the respective parties hereto must be in writing, and will be
deemed to have been given or made when delivered in person to those
Persons listed on the signature pages of the Loan Agreement or three
days after being deposited in the United States mail, postage prepaid,
or, in the case of overnight courier services, when delivered to the
overnight courier service, or in the case of facsimile machine notice,
when sent, verification received, in each case addressed as set forth
on the signature pages hereof, or such other address as either party
may designate by notice to the other in accordance with the terms of
this Section. No notice given to or demand made on Pledgor by Pledgee
in any instance shall entitle Pledgor to notice or demand in any other
instance.
15.2. AMENDMENTS AND WAIVERS. No amendment to, waiver of, or
departure from full compliance with any provision of this Agreement, or
consent to any departure by Pledgor herefrom, will be effective unless
it is in writing and signed by authorized officers of Pledgor and
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Pledgee; provided, however, that any such waiver or consent will be
effective only in the specific instance and for the purpose for which
given. No failure by Pledgee to exercise, and no delay by Pledgee in
exercising, any right, remedy, power or privilege hereunder will
operate as a waiver thereof, nor will any single or partial exercise by
Pledgee of any right, remedy, power or privilege hereunder preclude any
other exercise thereof, or the exercise of any other right, remedy,
power or privilege.
15.3. RIGHTS CUMULATIVE. Each of the rights and remedies of Pledgee
under this Agreement is in addition to all of its other rights and
remedies under applicable Law, and nothing in this Agreement may be
construed as limiting any such rights or remedies.
15.4. SUCCESSORS AND ASSIGNS. This Agreement binds Pledgor and its
successors and assigns and inures to the benefit of Pledgee, and each
of its successors, transferees, participants and assignees. Pledgor may
not delegate or transfer any of its obligations under this Agreement
without the prior written consent of Pledgee. With respect to Pledgor's
successors and assigns, such successors and assigns include any
receiver, trustee or debtor-in-possession of or for Pledgor.
15.5. SEVERABILITY. Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction is, as
to such jurisdiction, ineffective to the extent of such prohibition,
unenforceability or nonauthorization without invalidating the remaining
provisions hereof or affecting the validity, enforceability or legality
of such provision in any other jurisdiction unless the ineffectiveness
of such provision would result in such a material change as to cause
completion of the transactions contemplated hereby to be unreasonable.
15.6. GOVERNING LAW; NO THIRD PARTY RIGHTS. This Agreement is to 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
conflicts of law principles. This Agreement is solely for the benefit
of the parties hereto and their respective successors and assigns, and
no other Person has any right, benefit, priority or interest under, or
because of the existence of, this Agreement.
15.7. COUNTERPARTS. This Agreement may be executed by the parties
hereto on any number of separate counterparts, and all such
counterparts taken together constitute one and the same instrument. It
is not necessary in making proof of this Agreement to produce or
account for more than one counterpart signed by the party to be
charged.
15.8. COUNTERPART FACSIMILE EXECUTION. For purposes of this
Agreement, a document (or signature page thereto) signed and
transmitted by facsimile machine or telecopier is to be 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 facsimile or telecopy document is to be re-executed in
original form by the Persons who executed the facsimile or telecopy
document. No party hereto may raise the use of a facsimile machine or
telecopier or the fact that any signature was transmitted through the
use of a facsimile or telecopier machine as a defense to the
enforcement of this Agreement or any amendment or other document
executed in compliance with this Section.
15.9. FINAL EXPRESSION; NO COURSE OF DEALING. This Agreement,
together with the Loan Agreement, the other Loan Documents and any
other agreement executed in connection herewith or therewith, is
intended by the parties as a final expression of their agreement and is
intended as a complete and exclusive statement of the terms and
conditions thereof. Acceptance of or
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acquiescence in a course of performance or course of dealing rendered
or taken under or with respect to this Agreement, the Loan Agreement or
the other Loan Documents will not be relevant to determine the meaning
of this Agreement, the Loan Agreement or the other Loan Documents even
though the accepting or acquiescing party had knowledge of the nature
of the performance and opportunity for objection.
15.10. NEGOTIATED TRANSACTION. Pledgor and Pledgee each represent to
the other that in the negotiation and drafting of this Agreement each
has been represented by and has relied upon the advice of counsel of
its choice. Each of Pledgor and Pledgee affirm that its counsel has had
a substantial role in the drafting and negotiation of this Agreement;
therefore, this Agreement will be deemed drafted by each of Pledgor and
Pledgee, and the rule of construction to the effect that any
ambiguities are to be resolved against the drafter will not be employed
in the interpretation of this Agreement.
15.11. ATTORNEY'S FEES AND OTHER COSTS. Pledgor will reimburse
Pledgee for all expenses incurred by Pledgee in seeking to collect or
enforce the Secured Obligations and any other rights under this
Agreement or any of the other Loan Documents or under any other
instrument, document or agreement evidencing or executed in connection
with any of the Secured Obligations, including reasonable attorneys'
fees and actual attorneys' expenses (whether or not there is
litigation), court costs and all costs in connection with any
proceedings under the United States Bankruptcy Code, and any expenses
incurred on account of damage to any property to which any of the
Collateral may be affixed.
15.12. ASSIGNMENT BY PLEDGEE. To the extent permitted in the Loan
Agreement, Pledgee may grant a participation interest in or assign or
transfer to another Person any instrument, document or agreement
evidencing any of the Secured Obligations and Pledgee's rights under
this Agreement, and may deliver all the property which is part of the
Collateral and in its possession to the participant, assignee or
transferee or to any Person acting as agent for Pledgee.
15.13. CHOICE OF FORUM. Subject only to the exception in the next
sentence, Pledgor and Pledgee hereby agree to the exclusive
jurisdiction of the federal court of the Northern District of Illinois
and the state courts of Illinois located in Xxxx County, and waive any
objection based on venue or forum non conveniens with respect to any
action instituted therein, and agree that any dispute concerning the
relationship between Pledgor and Pledgee or the conduct of either of
them in connection with this Agreement or otherwise may be heard only
in the courts described above. Notwithstanding the foregoing: (i)
Pledgee has the right to bring any action or proceeding against Pledgor
or its property in any courts of any other jurisdiction Pledgee deems
necessary or appropriate in order to realize on the Shares, the
Collateral, or other security for the Secured Obligations, and (ii)
each of the parties hereto acknowledges that any appeals from the
courts described in the immediately preceding sentence may have to be
heard by a court located outside those jurisdictions.
15.14. SERVICE OF PROCESS. Pledgor hereby waives personal service of
any and all process upon it and consents that all such service of
process may be made by registered mail (return receipt requested)
directed to Pledgor at its address set forth on the signature pages of
the Loan Agreement, and service so made will be deemed to be completed
five (5) days after the same has so deposited in the U.S. Mails,
certified or registered; or at Pledgee's option, by service upon CT
Corporation, which Pledgor irrevocably appoints as Pledgor's agent for
the purpose of accepting service of process within the State of
Illinois. Pledgee will promptly forward by registered mail any process
so served upon said agent to Pledgor at its address on the signature
page hereof.
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Nothing in this Section affects the right of Pledgee to serve legal
process in any other manner permitted by Law.
15.15. WAIVER OF JURY TRIAL. Pledgor and Pledgee hereby waive any
right to trial by jury of any claim, demand, action or cause of action
(i) arising under this Agreement or any other Loan Document, or (ii) in
any way connected with or related or incidental to the dealings of the
parties hereto or either of them in respect of this Agreement or any
other Loan Document, or the transactions related hereto or thereto, in
each case whether now existing or hereafter arising, and whether
sounding in contract or tort or otherwise. Pledgor and Pledgee agree
and consent that any such claim, demand, action or cause of action will
be decided by court trial without a jury and that either may file an
original counterpart or a copy of this Agreement with any court as
written evidence of the consent of the parties hereto to the waiver of
their right to trial by jury.
15.16. REINSTATEMENT. This Agreement and any and all Security
Interests created or evidenced hereby will continue to be effective or
be reinstated, as the case may be, as though such payments had not been
made, if at any time any amount received by Pledgee in respect of the
Secured Obligations is rescinded or must otherwise be restored or
returned by Pledgee, including upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of Pledgor or upon the
appointment of any intervenor or conservator of, or trustee or similar
official for, Pledgor, any substantial part of its assets, or
otherwise.
[remainder of page intentionally left blank]
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IN WITNESS WHEREOF, this Agreement has been duly executed as of the
date first above written.
"Pledgor"
CENTENE CORPORATION
By: /s/ XXXXX X. XXXXX
Print Name: Xxxxx X. Xxxxx
Title: Senior Vice President and
Chief Financial Officer
"Pledgee"
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ XXX X. X'XXXXXXXXXXX
Print Name: Xxx X. X'Xxxxxxxxxxx
Title: First Vice President
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EXHIBIT A
Description of Shares as of Closing Date
----------------------------------------
Name of Corporation Total number of Number of Shares Certificate Type of
------------------- Shares authorized issued and Numbers Stock
----------------- outstanding ------- -----
-----------
Centene Management 9,000 100 2 common
Corporation
Centene Corporation 1,000 10 1 common
of Texas
Managed Health 1,250,000 750,000 4 common
Services Insurance
Corp.
Coordinated Care 10,000 1,000 2 common
Corporation Indiana,
Inc.
MHS Consulting 9,000 1,000 1 common
Corporation
Managed Health 10,000 1,000 2 common
Services Illinois, Inc.
MHS Behavioral 100,000 1,000 1 common
Health of Texas
Superior HealthPlan, 5,000 1,000 4 Class B common
Inc. 100 0 Class A common
Bankers Reserve Life 1,000,000 1,000,000 2 common
Insurance Company of
Wisconsin
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STOCK POWER
FOR VALUE RECEIVED, Centene Corporation hereby sells, assigns and
transfers unto_______________________ (____) shares of the ____________ stock of
Centene Management Corporation, evidenced by Certificate No. _____, standing in
the name of __________________ on the books of ______________ and
_____________________ does hereby irrevocably constitute and appoint
_____________________________ attorney to transfer such stock on the books of
the within named company with full power of substitution in the premises.
Dated___________________, ____.
CENTENE CORPORATION
By:_______________________________
Name:_____________________________
Title:____________________________
WITNESS:
________________________________ __________________________________
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STOCK POWER
FOR VALUE RECEIVED, Centene Corporation hereby sells, assigns and
transfers unto_______________________ (____) shares of the ____________ stock of
Centene Corporation of Texas, evidenced by Certificate No. _____, standing in
the name of __________________ on the books of ______________ and
_____________________ does hereby irrevocably constitute and appoint
_____________________________ attorney to transfer such stock on the books of
the within named company with full power of substitution in the premises.
Dated ___________________, ____.
CENTENE CORPORATION
By:__________________________________
Name:________________________________
Title:_______________________________
WITNESS:
__________________________________ _____________________________________
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STOCK POWER
FOR VALUE RECEIVED, Centene Corporation hereby sells, assigns and
transfers unto_______________________ (____) shares of the ____________ stock of
Managed Health Services Insurance Corp., evidenced by Certificate No. _____,
standing in the name of __________________ on the books of ______________ and
_____________________ does hereby irrevocably constitute and appoint
_____________________________ attorney to transfer such stock on the books of
the within named company with full power of substitution in the premises.
Dated___________________, ____.
CENTENE CORPORATION
By:_________________________________
Name:_______________________________
Title:______________________________
WITNESS:
________________________________ ___________________________________
iv
STOCK POWER
FOR VALUE RECEIVED, Centene Corporation hereby sells, assigns and
transfers unto_______________________ (____) shares of the ____________ stock of
Coordinated Care Corporation Indiana, Inc., evidenced by Certificate No. _____,
standing in the name of __________________ on the books of ______________ and
_____________________ does hereby irrevocably constitute and appoint
_____________________________ attorney to transfer such stock on the books of
the within named company with full power of substitution in the premises.
Dated ___________________, ____.
CENTENE CORPORATION
By:_________________________________
Name:_______________________________
Title:______________________________
WITNESS:
________________________________ ___________________________________
v
STOCK POWER
FOR VALUE RECEIVED, Centene Corporation hereby sells, assigns and
transfers unto_______________________ (____) shares of the ____________ stock of
MHS Consulting Corporation, evidenced by Certificate No. _____, standing in the
name of __________________ on the books of ______________ and
_____________________ does hereby irrevocably constitute and appoint
_____________________________ attorney to transfer such stock on the books of
the within named company with full power of substitution in the premises.
Dated ___________________, ____.
CENTENE CORPORATION
By:_________________________________
Name:_______________________________
Title:______________________________
WITNESS:
________________________________ ___________________________________
vi
STOCK POWER
FOR VALUE RECEIVED, Centene Corporation hereby sells, assigns and
transfers unto_______________________ (____) shares of the ____________ stock of
Managed Health Services Illinois, Inc., evidenced by Certificate No. _____,
standing in the name of __________________ on the books of ______________ and
_____________________ does hereby irrevocably constitute and appoint
_____________________________ attorney to transfer such stock on the books of
the within named company with full power of substitution in the premises.
Dated ___________________, ____.
CENTENE CORPORATION
By:_________________________________
Name:_______________________________
Title:______________________________
WITNESS:
________________________________ ___________________________________
vii
STOCK POWER
FOR VALUE RECEIVED, Centene Corporation hereby sells, assigns and
transfers unto_______________________ (____) shares of the ____________ stock of
MHS Behavioral Health of Texas, Inc., evidenced by Certificate No. _____,
standing in the name of __________________ on the books of ______________ and
_____________________ does hereby irrevocably constitute and appoint
_____________________________ attorney to transfer such stock on the books of
the within named company with full power of substitution in the premises.
Dated ___________________, ____.
CENTENE CORPORATION
By:_________________________________
Name:_______________________________
Title:______________________________
WITNESS:
________________________________ ___________________________________
viii
STOCK POWER
FOR VALUE RECEIVED, Centene Corporation hereby sells, assigns and
transfers unto_______________________ (____) shares of the ____________ stock of
Superior HealthPlan, Inc., evidenced by Certificate No. _____, standing in the
name of __________________ on the books of ______________ and
_____________________ does hereby irrevocably constitute and appoint
_____________________________ attorney to transfer such stock on the books of
the within named company with full power of substitution in the premises.
Dated ___________________, ____.
CENTENE CORPORATION
By:_________________________________
Name:_______________________________
Title:______________________________
WITNESS:
________________________________ ___________________________________
ix
