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.
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.”
