10-Q: Quarterly report pursuant to Section 13 or 15(d)

Published on October 27, 2003


EXHIBIT 10.1

SECOND AMENDMENT
(DATED AND EFFECTIVE AUGUST 1, 2003)
TO
LOAN AGREEMENT
(THAT WAS EFFECTIVE MAY 1, 2002)
BY AND BETWEEN
LASALLE BANK NATIONAL ASSOCIATION,
AS LENDER,
AND
CENTENE CORPORATION,
AS BORROWER

In consideration of their mutual agreements herein and for other
sufficient consideration, the receipt of which is hereby acknowledged, CENTENE
CORPORATION, a Delaware corporation (Borrower) and LASALLE BANK NATIONAL
ASSOCIATION (Lender) agree as follows:

1. DEFINITIONS; SECTION REFERENCES. The term Original Loan Agreement means
the Loan Agreement dated as of May 1, 2002 between Borrower and Lender, as
amended by that certain First Amendment thereto dated as of June 30, 2003 and
effective as of May 1, 2003. The term this Amendment means this Second
Amendment. 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 August 1, 2003, but only if the following conditions have been
satisfied on or before August 1, 2003:

2.1. This Amendment has been executed by Borrower and Lender.

2.2. That certain Membership Interest Pledge Agreement regarding
Borrower's membership interests in Centene Management Company LLC dated
as of even date herewith has been executed by Borrower (and original
certificates representing 100% of the outstanding membership interests
of Centene Management Company LLC, together with membership interest
powers duly executed in blank, have been delivered to Lender).

2.3. Borrower has delivered to Lender certificates of good standing
for the following Persons, issued by the Secretary of State of the
following states:

2.3.1. Borrower (Delaware and Missouri).

2.3.2. Centene Management Company LLC (Wisconsin).

2.4. Borrower has delivered to Lender a Certificate of the
Secretary of Borrower certifying (i) that the Charter Documents of
Borrower and each Subsidiary of Borrower (other than Centene Management
Corporation) previously certified to Lender in connection with the
execution of the Original Loan Agreement have not been amended, (ii)
that resolutions adopted by the Board of Directors of Borrower, as
applicable, authorizing the execution, delivery and performance of this
Amendment and the documents described herein by Borrower and the
performance of this Amendment and the transactions described herein by
Borrower are attached to such certificate and remain in full force and
effect, and (iii) the names, titles, and true signatures of the


incumbent corporate officers who are authorized to sign this Amendment
or attest signatures or seals on this Amendment on behalf of Borrower.

2.5. File-stamped Certificate of Conversion for Centene Management
Company LLC, certified by the Wisconsin Secretary of State, and a copy
of the Operating Agreement of Centene Management Company LLC, certified
by an officer or manager of Centene Management Company LLC.

2.6. An opinion of Borrower's counsel in form and substance
satisfactory to Lender.

3. CONVERSION OF CENTENE MANAGEMENT CORPORATION INTO A LIMITED LIABILITY
COMPANY. Lender hereby consents to the conversion of Centene Management
Corporation into a Wisconsin limited liability company named Centene Management
Company LLC.

4. AMENDMENTS TO ORIGINAL LOAN AGREEMENT. The Original Loan Agreement is
hereby amended as follows:

4.1. COVERED PERSONS. Section 2.3 is amended by deleting the text
thereof in its entirety and replacing it with the following: "The words
Covered Person, a Covered Person, any Covered Person, each Covered
Person and every Covered Person refer to Borrower and each of its
Subsidiaries separately, including Centene Management Company LLC, a
Wisconsin limited liability company, Centene Corporation of Texas, a
Texas corporation, Managed Health Services Insurance Corp., a Wisconsin
corporation, Superior HealthPlan, Inc., a Texas corporation,
Coordinated Care Corporation Indiana, Inc., an Indiana corporation,
Managed Health Services Illinois, Inc., an Illinois corporation, MHS
Consulting Corporation, a Wisconsin corporation, MHS Behavioral Health
of Texas, Inc., a Texas corporation, Bankers Reserve Life Insurance
Company of Wisconsin, a Wisconsin insurance company, University Health
Plans, Inc., a New Jersey corporation, Cenphiny, Inc., a Delaware
corporation, and Centene Finance Corporation, a Delaware corporation.
The words Covered Persons refer to Borrower and its Subsidiaries,
including each of the Persons specifically mentioned in the prior
sentence, collectively."

5. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants
to Lender as of the date hereof that (i) this Amendment and each and every other
document and instrument delivered by Borrower 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 Lender, (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 Section 12, as amended by
this Amendment, are true and correct in all material respects with the same
force and effect as if made on and as of the 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 Lender, and (v) there exists
no 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 Lender
under the Original Loan Agreement or any

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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 Existing
Default or Event of Default, nor act as a release or subordination of the
Security Interests of Lender under the Security Documents. 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. Borrower 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 Security Interests of Lender under the Security Documents
continue in full force and effect and have the same priority as before this
Amendment, and (v) it has no claim against 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 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 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
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. Lender and Borrower 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 (BORROWER) AND
US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS
WE REACH COVERING SUCH

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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.

BORROWER ACKNOWLEDGES THAT THERE ARE NO OTHER AGREEMENTS BETWEEN LENDER AND
BORROWER, 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.

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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by appropriate duly authorized officers as of the date first above
written.

BORROWER:

CENTENE CORPORATION

By: /s/ Karey L. Witty
----------------------------------
Name: Karey L. Witty
--------------------------------
Title: Senior Vice President, CFO and
Treasurer
-------------------------------

LENDER:

LASALLE BANK NATIONAL ASSOCIATION

By: /s/ Ann B. O'Shaughnessy
----------------------------------
Name: Ann B. O'Shaughnessy
--------------------------------
Title: First Vice President
-------------------------------