EXHIBIT 10.21a
REVOLVING NOTE
$25,000,000.00 Chicago, Illinois
May 1, 2002
For value received, CENTENE CORPORATION, a Delaware corporation
("Borrower"), hereby promises to pay to the order of LASALLE BANK NATIONAL
ASSOCIATION, or to any subsequent holder hereof (in any case, "Holder"), the
principal amount of TWENTY-FIVE MILLION and 00/100 DOLLARS ($25,000,000.00) or
such lesser principal amount as has been advanced to Borrower under this note
(as this note may be amended, restated, extended, renewed, replaced, or
otherwise modified from time to time, this "Note"), together with interest
thereon, as provided herein.
Borrower promises to pay the entire principal amount outstanding under
this Note on the Maturity Date. ▇▇▇▇▇▇▇▇ promises to pay, on the dates as
provided in the Loan Agreement (defined below), interest accrued from the date
hereof on the principal balance outstanding from time to time. Until Maturity,
by acceleration or otherwise, interest shall accrue at a per annum rate or rates
as determined pursuant to the Loan Agreement. At the option of Holder upon the
occurrence of an Event of Default as defined in the Loan Agreement, to the
extent permitted by law, interest shall accrue under this Note at the highest
default or post-maturity rate provided in the Loan Agreement (the "Default
Rate"). Upon the occurrence of any Event of Default, Holder may declare the
outstanding principal balance of this Note, all accrued but unpaid interest
thereon, and all other amounts owing to Holder under this Note and the Loan
Documents immediately due and payable, and such amounts shall become immediately
due and payable. After the Maturity Date, interest shall accrue at the Default
Rate. All interest shall be computed on the basis of a year deemed to consist of
360 days and paid for the actual number of days elapsed.
Both principal and interest are payable in Dollars to Holder at the
Lending Office of Holder.
This Note is delivered in connection with that certain Loan Agreement
dated as of even date herewith among Borrower and Holder (as it may be amended,
restated, extended, renewed, replaced, or otherwise modified from time to time,
the "Loan Agreement"). Capitalized terms used and not defined herein have the
meanings given them in the Loan Agreement.
This Note is secured under the Security Documents by the Collateral
described therein. The Loan Documents, including the Security Documents,
describe the rights of Holder with respect to the Collateral.
Borrower is required to prepay the principal amount of this Note to the
extent required in the Loan Agreement. Borrower has the right to prepay the
principal amount of this Note to the extent and subject to the conditions
provided in the Loan Agreement.
The date and amount of all advances and repayments of principal and
payments of interest will be recorded in the records that Holder normally
maintains for instruments and agreements similar to this Note and the other Loan
Documents. The failure to record, or any error in recording, any of the
foregoing does not, however, affect the obligation of Borrower to pay principal,
interest and other amounts as required under this Note and the other Loan
Documents. ▇▇▇▇▇▇▇▇ has the burden of proving that ▇▇▇▇▇▇'s records are not
correct. ▇▇▇▇▇▇▇▇ agrees that ▇▇▇▇▇▇'s books and records showing advances and
repayments are admissible in any action or proceeding arising therefrom, and
constitute prima facie proof thereof absent manifest error. Such records are
deemed accurate and binding on Borrower and an account stated, except as
expressly provided otherwise in the Loan Agreement.
Reference is made to the Loan Agreement for provisions regarding the
acceleration of the maturity hereof upon the occurrence of any Event of Default,
and such provisions are incorporated herein by this reference.
If any payment required under this Note is not made when due, or upon
any other Event of Default, Borrower will pay all costs of collection, including
court costs and reasonable attorneys fees and actual expenses of such attorneys,
whether or not there is litigation, including representation of Holder and all
costs incurred in connection with any bankruptcy or insolvency proceeding
involving Borrower as a debtor.
Borrower and all other Persons who become parties obligated under this
Note, whether as guarantors, sureties, endorsers or otherwise, waive any right
to demand for payment, any requirement for protest or notice of dishonor, all
other rights to notice or demands with respect to this Note, any defense based
on lack of diligence in the enforcement of this Note, and any defense which such
party may have based on suretyship or impairment of collateral. Every such party
assents to each and every extension or postponement of the time of payment,
whether at or after demand, or other indulgence, and waives any right to notice
thereof.
No amendment, modification or waiver of any provision of this Note, or
consent to any departure by Borrower herefrom, will be effective unless the same
is in writing signed by an authorized officer of Holder, and then only in the
specific instance and for the specific purpose for which given. No failure on
the part of Holder to exercise, and no delay in exercising, any right under this
Note operates as a waiver thereof, and no single or partial exercise by Holder
of any right under this Note precludes any other or further exercise thereof, or
the exercise of any other right. Each and every right granted to Holder under
this Note or allowed to it at law or in equity is cumulative and such remedies
may be exercised from time to time concurrently or consecutively at Holder's
option.
All notices required to be given or which may be given in connection
with this Note shall be given in the manner required for notices under the Loan
Agreement.
This Note is governed by and shall be 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.
CENTENE CORPORATION, AS BORROWER
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
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