S-1: General form of registration statement for all companies including face-amount certificate companies

Published on October 9, 2001


Exhibit 10.1

STOCK PURCHASE AND RECAPITALIZATION AGREEMENT
---------------------------------------------

This STOCK PURCHASE AND RECAPITALIZATION AGREEMENT (this "Agreement")
is made and entered into as of this l0/th/ day of September, 2001, by and among
COMMUNITY HEALTH CENTERS NETWORK, L.P., a Texas limited partnership ("CHCN"),
SUPERIOR HEALTHPLAN, INC., a Texas corporation ("Superior"), CENTENE
CORPORATION, a Wisconsin corporation ("Centene") and TACHC GP, Inc., a Texas
corporation ("TACHC").

WHEREAS, pursuant to Sections 11.802 and 11.809 of the Texas
Administrative Code (the "Code"), Superior must maintain a certain statutorily
required level of net worth (the "Net Worth Requirement"); and

WHEREAS, without the investment of additional capital Superior shall be
unable to meet the Net Worth Requirement and lawfully operate while paying its
debts as they become due; and

WHEREAS, Superior desires to obtain from Centene and Centene desires to
contribute to Superior additional capital in an aggregate amount necessary for
Superior to meet the Net Worth Requirement not to exceed One Million Three
Hundred Thousand Dollars ($1,300,000) (such amount being referred to as the
"Required Capital") subject to the terms and conditions set forth herein and
all in such form and manner as to satisfy the Net Worth Requirement; and

WHEREAS, CHCN desires to sell to Centene and Centene desires to
purchase from CHCN such number of shares of the Class A Voting Common Stock of
Superior as will result in Centene's ownership of ninety percent (90%) of the
total issued and outstanding capital stock of Superior (the "Shares") on the
terms and subject to the conditions set forth herein; and

WHEREAS, TACHC desires to sell to Centene and Centene desires to
purchase from TACHC that certain Amended Term Note (the "Term Note") in the
original principal amount of Two Hundred Sixty Thousand Dollars ($260,000)
(which such principal amount is currently One Hundred Sixty Thousand Dollars
($160,000)) made by Superior to TACHC, dated February 17, 1997 on the terms and
subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
covenants contained herein and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:

ARTICLE 1
---------
SUBORDINATED LOAN
-----------------

1.1 Loan Transaction. Simultaneously with the execution hereof, Centene
----------------
shall loan to Superior the Required Capital (the "Second Subordinated Loan").
The Second Subordinated Loan shall be evidenced by a subordinated promissory
note (the "Second Subordinated Note"), in the form as attached hereto as Exhibit
-------
A, which Superior shall execute and deliver to Centene simultaneously with the
-
execution hereof.


1.2 Priority. The parties hereto covenant and agree that the
--------
obligations of Superior with respect to any payment of principal, interest or
other amounts payable with respect to any debts owed by Superior to Centene
other than the Second Subordinated Loan (the "Prior Debt") are and shall be
subordinate, subject to this Section 1.2, in right of payment and subject to the
prior payment or provision for payment in full of all principal, interest or
other amounts payable with respect to the Second Subordinated Loan, and all
amendments, renewals, extensions and refundings of the Second Subordinated Loan.
No payment shall be made by Superior on the Prior Debt until all principal,
interest and other amounts due Centene on the Second Subordinated Loan shall
first be irrevocably paid in full, or such payment duly provided for in cash or
in a manner satisfactory to the holder of the Second Subordinated Loan. This
Section 1.2 shall not operate to waive, cancel or amend any of the obligations
of Superior under the Prior Debt.

1.3 Loan Deliveries. Simultaneously with the execution hereof, Centene
---------------
and CHCN shall execute, cause to be executed by the directors of Superior, and
deliver a joint unanimous written consent of the board of directors and
shareholders of Superior in the form as attached hereto as Exhibit B (the "Loan
---------
Consent"), which, among other things shall approve this Agreement and the Second
Subordinated Loan.

ARTICLE 2
---------
PURCHASE OF SHARES
------------------

2.1 Stock Purchase. At the Purchase Closing (as defined in Section 4.1)
-------------- -----------
Centene shall purchase from CHCN and CHCN will sell and transfer to Centene the
Shares (the "Stock Purchase") the number of which shall be five hundred ten
(510) or such other number of shares of capital stock of Superior owned by CHCN
as will result in Centene's ownership of ninety percent (90%) of the total
issued and outstanding capital stock of Superior. The purchase price for the
Shares shall be Two Hundred Ninety Thousand Dollars ($290,000), which amount
Centene shall pay in full in immediately available funds in the form of a check
or wire transfer payable to the accounts specified by CHCN.

2.2 Delivery Obligation. At the Purchase Closing, CHCN shall deliver to
-------------------
Centene certificates evidencing the Shares, duly endorsed or accompanied by
properly executed stock powers.

2.3 Representations and Warranties With Respect to Stock Purchase.
-------------------------------------------------------------

(a) Upon delivery of the stock certificates evidencing the
Shares duly endorsed for transfer or accompanied by stock powers duly executed
in blank, Centene will be the record and beneficial owner of the Shares free and
clear from any and all charges, claims, liens, options, pledges, security
interests or restrictions of any kind, except for those contained in the Pledge
Agreement (as defined in Section 6.6) and the Shareholders Agreement (as defined
-----------
in Section 6.3). No transfer, documentary or other tax is applicable to the sale
-----------
of Shares pursuant to this Agreement.

2


(b) CHCN owns free and clear of all encumbrances, except the
lien arising from the Pledge Agreement, six hundred ten (610) shares of
Superior's Class A Voting Common Stock and such shares constitute all of the
capital stock of Superior owned by CHCN.

ARTICLE 3
---------
PURCHASE OF NOTE
----------------

3.1 Note Purchase. At the Purchase Closing, Centene shall purchase from
-------------
TACHC and TACHC will sell and transfer to Centene the Term Note, and all rights
it may have under the Term Note ("Note Rights"), including, without limitation,
the right to collect any outstanding but unpaid interest (the "Note Purchase").
The purchase price for the Term Note and the Note Rights (the "Note Purchase
Price") shall be One Hundred Sixty Thousand Dollars ($160,000) which amount
Centene shall pay in full in immediately available funds in the form of a check
or wire transfer payable to the accounts specified by CHCN.

3.2 Delivery Obligations; Release. At the Purchase Closing, TACHC shall
-----------------------------
deliver to Centene the Term Note, duly endorsed, and Superior and Centene shall
thereby be released from further obligation to TACHC with respect to any
principal or interest owing on the Term Note.

ARTICLE 4
---------
PURCHASE CLOSING
----------------

4.1 Purchase Closing. The closing (the "Purchase Closing") of the Stock
----------------
Purchase and Note Purchase shall occur at the offices of Greensfelder, Hemker &
Gale, P.C., St. Louis, Missouri, at 10:00 a.m., local time on the tenth (10/th/)
business day after the earlier of (i) the satisfaction of the conditions
precedent as set forth below in Section 4.2(a) or (ii) written notice to
--------------
Superior that Centene has waived a condition precedent pursuant to Section
-------
4.2(b).
-------

4.2 Conditions Precedent.
--------------------

(a) Centene shall have no obligation to close either the Stock
Purchase or the Note Purchase unless:

(i) Approval by TDI shall have been granted. For purposes of
this Article, "Approval" shall mean notice from TDI of either the waiver of
TDI's Form A filing requirements, or the approval by TDI of Superior's Form A
application with respect to the Stock Purchase and the amendments to Superior's
corporate instruments contemplated in Section 4.3; and
------------

(ii) CHCN delivers the Provider Agreements as required by
Section 6.1 and the items specified in Section 4.4.
----------- -----------

(b) At any time, Centene may elect in its sole discretion to
waive the condition precedent set forth in Section 4.2(a)(ii) and proceed to the
------------------
close the Stock Purchase and the Note Purchase.


4.3 Purchase Consent. At the Purchase Closing, Centene and CHCN shall
----------------
execute, cause to be executed by the directors of Superior, and deliver a
joint unanimous written consent of the board of directors and shareholders of
Superior, in the form as attached hereto as Exhibit C (the "Purchase
---------
Consent"), which, among other things, shall provide for the following:

(a) amending and restating the Articles of Incorporation of
Superior in the form as attached hereto as Exhibit D (the "Restated
---------
Articles"), which such amendments shall eliminate provisions for the election
of Directors of Superior and shall provide that such elections shall be
governed by the provisions in the By-Law's of Superior;

(b) reconstituting the Board of Directors of Superior so that
(i) Ernesto Gomez and Jose Comacho shall be elected as Class A Directors and
(ii) Elena Marin, Salvador Balcorta, Michael Niedorff, Robert Packman, Joseph
Drozda, Karey Witty, Irene Armendariz shall be elected as Class B Directors;

(c) converting the Shares into a like number of shares of the
Class B Voting Common Stock of Superior;

(d) amending and restating the By-laws of Superior in the form
as attached hereto as Exhibit E (the "Restated By-Laws"), which such
---------
amendments, among other things, shall

(i) eliminate any existing requirements for a
"Supermajority Vote" (as such term has been defined in Superior's By-Laws
currently in force); provided, however, that Superior may not approve any
amendments to any Provider Agreements (as defined in Section 6.1) or the
-----------
Products or the Provider Manuals contemplated by such Provider Agreements
without the vote of at least (x) a majority of Class A Directors and (y) a
majority of Class B Directors (a "Class Majority Vote") and that Superior may
not amend the forgoing provision of the Restated By-Laws without a Class
Majority Vote;

(ii) increase the number of Class B Directors (as defined
therein) to seven (7) and decrease the number of Class A Directors (as defined
therein) to two (2);

(iii) provide that the President of Superior shall be a
Class B Director; and

(iv) make certain amendments to the structure of
committees of the Board of Directors.

(e) accepting the resignation of Mr. Jose Camacho as President
of Superior and electing Michael Neidorff as President of Superior.

4.4 Closing Deliveries and Filings. At the Purchase Closing, Superior
------------------------------
shall exchange the Shares purchased from CHCN for newly issued shares of
Superior's Class B Common Stock and Superior shall cause the Restated By-Laws
to be entered into its minute books, and the Restated Articles to be filed
with the Secretary of State of Texas, and shall deliver

4



to Centene a copy of the Purchase Consent, certified by Superior's Secretary,
and the Model Agreements as required by Section 6.1.
-----------

4.5 Denial of Approval. Upon the receipt by any party of final written
------------------
notice from TDI that Approval for the Purchase Transactions will not be
granted, (a) all obligations of the parties with respect to the Purchase
Transactions shall immediately terminate and (b) Centene, Superior and CHCN
shall take all necessary steps to ensure that the composition of Superior's
Board of Directors and Superior's by-laws and articles of incorporation comply
with all applicable law and the requirements of TDI.

4.6 Duty to Cooperate. Centene, Superior and CHCN shall each cooperate
-----------------
with the others, execute and deliver any and all documents, agreements, and
submissions and do such further acts as may be required to obtain Approval,
including, without limitation, the filing with TDI of such forms, documents
and other information as requested or required by TDI.

ARTICLE 5
---------
EXCHANGE OR CONTINGENT PURCHASE OF CHCN INTEREST IN SUPERIOR
------------------------------------------------------------

5.1 Exchange or Contingent Purchase. Subject to the fulfillment of the
-------------------------------
conditions set forth in Section 5.5, in the event of an Initial Public
-----------
Offering by Centene, as hereinafter defined, at CHCN's option (x) one hundred
(100) shares (the "Exchange Shares") of the capital stock of Superior, which
shall be free and clear of all liens and encumbrances except as contemplated
hereby, shall be exchanged (the "Exchange") for such number of shares of
Centene as shall be determined by the formula in paragraph (a) immediately
following (such shares being referred to as the "Centene Shares"), or (y) CHCN
may sell to Centene and Centene shall purchase from CHCN the Exchange Shares
for One Hundred Thousand Dollars ($l00,000.00) on the terms and conditions set
forth in Section 5.4. The Exchange shall be governed by the following terms
-----------
and conditions:

(a) The number of Centene Shares issued to CHCN pursuant to the
Exchange shall equal One Hundred Thousand Dollars ($100,000) divided by the
IPO Price. For purposes of the preceding sentence, the IPO Price

(i) in the event of an Initial Public Offering as
contemplated by Section 5.2(a), shall equal the price to the public of the
--------------
shares sold in such Initial Public Offering; and

(ii) in the event of an Initial Public Offering as
contemplated by Section 5.2(b), shall equal (x) the closing price on a
--------------
national securities exchange or in the "national market" segment of NASDAQ of
the publicly traded shares of Centene on the first day that such shares of
Centene are traded on a national securities exchange or in the "national
market" segment of NASDAQ or (y) the average of the bid and ask prices for the
publicly traded shares of Centene on the first day that such shares of Centene
are tracked other than on a national securities exchange or in the "national
market" segment of NASDAQ.

(iii) in the event of an Initial Public Offering as
contemplated by Section 5.2(c), shall equal (x) the closing price of the
publicly traded securities received by the

5


holders of the Centene common stock on the date of issuance of such securities
to the holders of Centene common stock or (y) the average of the bid and ask
prices for the publicly traded securities issued to the holders of the Centene
common stock on the date of issuance of such securities if such securities are
traded other than on a national securities exchange or in the "national
market" segment of NASDAQ.

(b) Within ten (10) days after the closing of the Initial
Public Offering, Centene shall inform CHCN in writing of the IPO Price (the
"Price Notification"). In the event of a dispute between Centene and CHCN
regarding the IPO Price, the written statement of the IPO Price provided by
the underwriter of the Initial Public Offering (the "Final Determination")
shall constitute the final and conclusive determination of the IPO Price.

(c) Within ten (10) days of CHCN's receipt of the Price
Notification or the Final Determination, as applicable, CHCN shall deliver to
the Secretary of Centene (or other duly elected officer) (i) a duly executed
Stock Exchange Agreement, in the form as attached hereto as Exhibit F (the
---------
"Stock Exchange Agreement") and (ii) a certificate(s) evidencing the Exchange
Shares, duly endorsed.

(d) Pursuant to the terms of the Stock Exchange Agreement,
Centene shall issue and deliver to CHCN a stock certificate evidencing the
Centene Shares.

(e) Upon the Exchange, Centene shall grant to CHCN the one
time option (the "Put Option"), to be exercised prior to the expiration of the
Rule 144 Holding Period, as defined below, to sell all of the Centene Shares
to Centene as follows:

(i) If CHCN desires to exercise the Put Option, CHCN
shall deliver written notice thereof (the "Put Notice") to Centene. The price
at which the Centene Shares shall be sold pursuant to the Put Option shall be
the closing price on a national securities exchange or in the "national
market" segment of NASDAQ of the publicly traded shares of Centene on the last
full trading day prior to the receipt by Centene of such notice. The sale and
purchase of the Centene Shares pursuant to the Put shall be consummated as
provided in clause (ii) immediately following.

(ii) The consummation of the sale and purchase pursuant
to the Put shall occur within thirty (30) days after the delivery of the Put
Notice, but not prior to one hundred eighty (180) days after the closing of
the Initial Public Offering, and simultaneously with the execution by and
between Centene and CHCN of an agreement containing, among other terms and
conditions, terms and conditions substantially similar to those of Articles 2
and 4 hereof, as well as such other terms and conditions as Centene may
reasonably require for purposes of complying with all federal and state
securities laws, any requirements imposed by TDI and/or any other legal or
business requirements.

(f) CHCN acknowledges that Centene shall be under no
obligation to register shares of its common capital stock for resale and that
as a result neither the Exchange Shares nor the Centene Shares may be sold,
assigned or transferred unless an exemption is available under the Securities
Act of 1933. CHCN understands that in order for the Centene Shares to be sold
in reliance upon the exemption provided by Rule 144 under the Securities Act
of 1933 the Centene Shares must be held for a period of one year prior to any
sale (the "Rule 144


6


Holding Period") and that in the succeeding twelve month period the terms of
such rule may limit the volume and manner in which the Centene Shares are sold
and require notice of sale to the Securities and Exchange Commission.

5.2 Initial Public Offering. For purposes of the foregoing, "Initial
-----------------------
Public Offering" shall mean:

(4) The closing of an underwritten public offering of the common
capital stock of Centene pursuant to an effective registration statement under
the Securities Act of 1933 having an aggregate price to the public of not less
than $lO,OOO,OOO; or

(b) The date upon which the common capital stock of Centene is
registered as a security under Section 12 of the Securities Exchange Act of
1934 and such security is either traded on a national securities exchange or in
the "national market" segment of NASDAQ or otherwise publicly traded; or

(c) The date upon which the common capital stock of Centene is
exchanged for or converted into a security registered under Section 12 of the
Securities Exchange Act of 1934 and such security is either traded on a
national securities exchange or in the "national market" segment of NASDAQ or
otherwise publicly traded.

5.3 Exchange or Contingent Purchase Conducted Pursuant to Securities
----------------------------------------------------------------
Law Exemption. CHCN acknowledges that upon the occurrence of the Exchange or
-------------
Contingent Purchase, such issuance and purchase or exchange shall not be
registered under the Securities Act of 1933 in the reliance by Centene on one
or more exemptions from such act's registration requirements. CHCN agrees to
provide such supporting representations as Centene may reasonably request to
assure compliance with such exemptions.

5.4 Contingent Purchase. In the event that (a) an Initial Public
--------------------
Offering occurs and CHCN elects to sell the Exchange Shares to Centene pursuant
to Section 5.1 or (b) an Initial Public Offering fails to have occurred prior
-----------
to the fourth anniversary hereof, then, subject to the fulflllment of the
conditions in Section 5.5, Centene shall purchase the Exchange Shares for One
-----------
Hundred Thousand Dollars ($100,000) (the "Contingent Purchase"). The
consummation of the Contingent Purchase shall occur within thirty (30) days
after the fourth year anniversary hereof or, at CHCN's election, the Initial
Public Offering, as appropriate and, in either case, simultaneously with the
execution by and between Centene and CHCN of an agreement containing, among
other terms and conditions, terms and conditions substantially similar to those
of Articles 2 hereof, as well as such other terms and conditions as Centene may
reasonably require for purposes of complying with all federal and state
securities laws, any requirements imposed by TDI and/or any other legal
requirements.

5.5 Condition Precedent of Exchange and/or Contingent Purchase.
----------------------------------------------------------
Centene shall have no obligation to consummate the Exchange or the Contingent
Purchase if CHCN or any of CHCN's affiliated clinics oppose the introduction of
managed care into the Valley Region or fail to comply with the provisions of
this Agreement or the Provider Agreements, as applicable, in all material
respects.

7


5.6 Reorganization of Centene. In the event that Centene participates
-------------------------
in any merger, exchange, consolidation, reorganization or similar transaction
where the common capital stock of Centene is exchanged or converted into
securities of another issuer, the reference herein to Centene Shares shall be
deemed to refer to such securities of any successor or parent company of
Centene.

ARTICLE 6
---------
ADDITIONAL COVENANTS
--------------------

6.1 Model Provider Agreement. Prior to the Purchase Closing, CHCN
------------------------

shall deliver to all of its affiliated clinics a model provider agreement in the
form as attached hereto as Exhibit G (the "Provider Agreements"). The Purchase
---------
Closing shall be subject to the delivery to Centene of such executed Provider
Agreements from the affiliated clinics in the El Paso Region, San Antonio/Austin
Region and the Valley Region; provided, however, that:

(a) Regions with Mandatory Medicaid Managed Care. Model Provider
--------------------------------------------
Agreements executed by CHCN affiliated clinics which operate in regions in which
mandatory Medicaid managed care contracts have been approved by the Texas
Department of Health and which currently are parties to any agreement or
arrangement with a health maintenance organization or medical plan which
competes against Superior, including without limitation, affiliated clinics in
the San Antonio/Austin Region (as defined in Appendix 1 hereto), shall include
Exhibits 4 and 5 in the form as attached hereto as Exhibit H.
---------

(b) Regions With No Mandatory Managed Care. Model Provider
--------------------------------------
Agreements executed by CHCN affiliated clinics located in regions in which
mandatory Medicaid managed care has not currently been approved by the Texas
Department of Health, including without limitation the Valley Region (as defined
in Appendix 1 hereto), shall include Exhibits 4 and 5 in the form as attached
hereto as Exhibit I.
---------

(c) All Other Regions. Model Provider Agreements executed by
-----------------
CHCN affiliated clinics located in all regions other than those set forth in
subsections 6.1(a) and (b) shall include Exhibits 4 and 5 in the form as
attached hereto as Exhibit J.
---------

6.2 Master Agreement. That certain Master Agreement, by and among
----------------
TACHC, Centene, Superior, CHCN, et al., (the "Master Agreement") shall be
terminated pursuant to Section 7.1 (a) thereof effective at the Purchase
---------------
Closing.

6.3 Shareholders Agreement. That certain Shareholders Agreement by
----------------------
and among the parties hereto, dated December 1997, shall be terminated effective
at the Purchase Closing at which time the parties shall deliver an executed
Amended and Restated Shareholders Agreement in the form as attached hereto as
Exhibit K.
---------

6.4 CHCN Exclusivity.
-----------------

(a) So long as at all times from the date hereof (i) Centene
complies with the provisions of this Agreement in all material respects and (ii)
Superior complies with the provisions of the Provider Agreements in all material
respects, then from and after the date

8


hereof until the consummation of the Exchange or the Contingent Purchase, as the
case may be, CHCN shall not directly or indirectly undertake any activities in
the State of Texas, or enter into any arrangement or agreement with any other
person, entity or organization that, at the time undertaken or entered into,
would compete (or was undertaken or entered into for the purpose of competing)
with Superior or any business in which Superior is engaged. Without limiting the
generality of the foregoing, this provision expressly prohibits CHCN from:
investing in a Texas licensed health maintenance organization ("HMO") that
competes with Superior in the Medicaid managed care market or any management
company providing management services to such an HMO; by itself or in
conjunction with any third party forming, owning, operating, administering,
managing and/or controlling any such Texas licensed HMO; and (subject to the
terms of the Model Provider Agreements and Centene's waiver of this requirement
from time to time as to specific clinic members of CHCN) entering into a
provider contract, directly or indirectly, with another Medicaid managed care
HMO in the State of Texas.

(b) CHCN acknowledges and agrees that the restrictive covenants
contained in this Section 6.4, are given in consideration of the Centene's
execution of this Agreement and in consideration of, and as a condition to,
consummation by Centene of the transactions contemplated hereby. If a court
construes any one or more of such provisions to state unreasonable restrictions,
then Centene and CHCN request the court to revise such restrictions to make them
reasonable and enforceable to the maximum extent permissible. Moreover, if a
court construes any one or more of such provisions to state unreasonable
restrictions, the validity and enforceability of the remaining provisions shall
remain unaffected.

(c) CHCN acknowledges that, if CHCN breaches its obligations
pursuant to any provisions of this Section 6.4, then Centene will experience
-----------
irreparable harm for which money damages will not provide an adequate remedy.
Accordingly, Centene shall have the right to injunctive relief to remedy any
such breaches. By seeking injunctive relief first, however, Centene shall not
make an election of remedies and may pursue an action at law. Centene may seek
its legal and equitable remedies either simultaneously or independently, and
shall not waive its right to one form of relief by pursuing another.

6.5 Pledge Agreement. At the Purchase Closing, that certain Community
----------------
Health Centers Network, L.P. Security and Pledge Agreement, by and between CHCN
and Centene, (the "Pledge Agreement") shall be terminated and any collateral
held by Centene under the Pledge Agreement shall be returned to CHCN.

6.6 Further Assurances: Regulatory Compliance. The parties hereto
-----------------------------------------
will cooperate with each other and will execute and deliver such further
instruments and do such further acts and things as may be required to carry out
the intent and purpose of this Agreement, including without limitation (i) the
filing with the TDI of such forms, documents and other information and (ii) the
taking of any and all other actions as are requested or required by the TDI to
obtain the necessary regulatory approval for all of the transactions
contemplated hereby.

9


ARTICLE 7
---------
REPRESENTATIONS AND WARRANTIES
------------------------------

Each party hereto represents and warrants that:

(a) Such party hereto has full right, power and authority to
execute and deliver this Agreement and the documents contemplated hereby, and to
perform and comply with all of the terms, covenants and conditions to be
performed and complied with by it hereunder.

(b) There is no provision in such party's articles of
incorporation, bylaws, limited partnership agreement or other governing or
organizational document which prohibits or limits such Party's ability to
consummate the transactions contemplated hereunder. Such party has the full
right, power and authority to enter into this Agreement and to consummate or
cause to be consummated all of the transactions and to fulfill all of the
obligations contemplated to be consummated or fulfilled by such party hereunder.
The execution and delivery of this Agreement by such party and the due
consummation by such party of the transactions contemplated to be consummated by
such party hereby have been duly authorized by all necessary action of the board
of directors, general partner or other governing body or entity of such party.
This Agreement constitutes a legal, valid and binding agreement of such party,
enforceable against such party in accordance with its terms.

(c) There is no litigation or any other legal proceeding pending
or, to the knowledge of such party, threatened which challenges the validity of
this Agreement or the transactions contemplated hereunder or otherwise seeks to
prevent, directly or indirectly, the consummation of such transactions, nor, to
the knowledge of such party, is there a valid basis for any such litigation or
proceeding.

(d) Such party is duly organized, validly existing and in good
standing under the laws of its state of organization, with full power and
authority to conduct its business as it is now being conducted and to own, lease
and operate its properties and assets.

ARTICLE 8
---------
GENERAL PROVISIONS
-------------------

8.1 Amendment and Modification. No amendment, modification, supplement,
--------------------------
termination, consent or waiver of any provision of this Agreement, nor consent
to any departure therefrom, will in any event be effective unless the same is in
writing and is signed by the party against whom enforcement of the same is
sought. Any waiver of any provision of this Agreement and any consent to any
departure from the terms of any provision of this Agreement is to be effective
only in the specific instance and for the specific purpose for which given.

8.2 Assignment. No party hereto may assign or transfer any of its rights or
----------
obligations under this Agreement to any other Person without the prior written
consent of the other parties and any such assignment shall be null and void.

10


8.3 Captions. Captions or headings contained in this Agreement have been
--------
inserted herein only as a matter of convenience and in no way define, limit,
extend or describe the scope of this Agreement or the intent of any provision
hereof.

8.4 Counterparts. This Agreement may be executed by the parties hereto on
------------
any number of separate counterparts, and all such counterparts so executed
constitute one agreement binding on all the parties hereto notwithstauding that
all the parties hereto are not signatories to the same counterpart.

8.5 Entire Agreement. This Agreement constitutes the entire agreement among
----------------
the parties hereto pertaining to the subject matter hereof and supersedes all
prior agreements, letters of intent, understandings, negotiations and
discussions of the parties hereto, whether oral or written. The terms of this
Agreement shall govern in the event of any conflict between this Agreement and
any prior agreement between the parties hereto.

8.6 Exhibits. All of the Exhibits attached to this Agreement are deemed
--------
incorporated herein by reference.

8.7 Failure or Delay. No failure on the part of any party hereto to
----------------
exercise, and no delay in exercising, any right, power or privilege hereunder
operates as a waiver thereof; nor does any single or partial exercise of any
right, power or privilege hereunder preclude any other or further exercise
thereof, or the exercise of any other right, power or privilege. No notice to or
demand on any party hereto in any case entitles such party to any other or
further notice or demand in similar or other circumstances, unless required
under this Agreement.

8.8 Governing Law. This Agreement and the rights and obligations of the
-------------
parties hereunder are to be governed by and construed and interpreted in
accordance with the laws of the State of Texas.

8.9 Notices. All notices, consents, requests, demands and other
-------
communications hereunder are to be in writing, and are deemed to have been duly
given or made: (i) when delivered in person, (ii) three (3) days after deposited
in the United States mail, first class postage prepaid, (iii) in the case of
telegraph or overnight courier services, one (1) Business Day after delivery to
the telegraph company or overnight courier service with payment provided or (iv)
in the case of telex or telecopy or fax, when sent, verification received, in
each case addressed as follows:

If to Centene:
-------------
Centene Corporation
7711 Carondelet, Suite 600
St. Louis, MO 63105
Attn: Mr. Michael F. Neidorff
Fax No.: (314) 725-5180

With a copy to:
--------------
Greensfelder, Hemker & Gale, P.C.

11


10 South Broadway
Suite 2000
St. Louis, Missouri 63102
Attn: Mr. David M. Harris
Fax No.: (314) 241-8624

If to CHCN:
----------
Community Health Centers Network, L.P.
2301 South Capital of Texas Highway, Bldg. H
Austin, TX 78746
Attn: Mr. Jose Camacho
Fax No.: (512) 329-9189

With a copy to:
--------------
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201
Attn: Terry M. Schpok, P.C.
Fax No.: (214) 969-4343

If to Superior:
--------------
2301 South Capital of Texas Highway, Bldg. H
Austin, TX 78746
Attn: President
Fax No.: (512) 329-9189

or to such other address or fax number as any party hereto may designate by
notice to the other parties in accordance with the terms of this Section.

8.10 Severability. In the event that any provision of this Agreement is
------------
invalid or unenforceable, such invalid or unenforceable provision shall not
invalidate or affect the other provisions of this Agreement which shall remain
in effect and be construed as if such provision were not a part hereof.

8.11 Successors and Assigns. All provisions of this Agreement are binding
----------------------
upon, inure to the benefit of and are enforceable by or against the Parties
hereto and their respective heirs, executors, administrators or other legal
representatives and permitted successors and assigns.

8.12 No Third-Party Beneficiary. This Agreement is solely for the benefit
--------------------------
of the parties hereto and their respective successors and permitted assigns, and
no other Person has any right, benefit, priority or interest under, or because
of the existence of, this Agreement.

8.13 Prevailing Party. In any action to enforce this Agreement, the court
----------------
or arbitrator shall award attorneys' fees and costs to the prevailing party. The
court or arbitrator shall make a

12




specific finding as to which party is the prevailing party on the basis of the
evidence presented and the relief granted.

[The remainder of this page has been intentionally left blank.]

13


IN WITNESS WHEREOF, the parties hereto have executed this Recapitalization
Agreement as of the date first above written.

SUPERIOR HEALTHPLAN, INC. CENTENE CORPORATION


By: /s/ Jose Camacho By: /s/ Michael Neidorff
--------------------------------------- ------------------------------
Mr. Jose Camacho, President Mr. Michael Neidorff,
President & CEO



COMMUNITY HEALTH CENTERS TACHC GP, INC.,
NETWORK, L.P.

By: TACHC GP, Inc., its General Partner By: /s/ Jose Camacho
------------------------------
Mr. Jose Camacho, President

By: /s/ Jose Camacho
---------------------------------------
Mr. Jose Camacho, President

Signature Page