0001193125-16-751827 Sample Contracts

Centene Corporation Underwriting Agreement
Underwriting Agreement • October 28th, 2016 • Centene Corp • Hospital & medical service plans • New York

Centene Corporation, a Delaware corporation (the “Company”), proposes to issue and sell $1,200,000,000 aggregate principal amount of its 4.75% Senior Notes due 2025 (the “Notes”) to the several underwriters named on Schedule I hereto (the “Underwriters”), for which Barclays Capital Inc., Citigroup Global Markets Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”). The Notes will be issued pursuant to the indenture (the “Indenture”) to be dated as of November 9, 2016 between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”). This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Notes from the Company by the Underwriters.

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