Contract
Exhibit 4.5
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITARY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC” OR THE “DEPOSITARY”). UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
COVENTRY HEALTH CARE, INC.
5.450% SENIOR NOTES DUE 2021
| No. 1 | CUSIP NO. 222862 AJ3 ISIN NO. US222862AJ30 COMMON CODE 056294317 |
$600,000,000
as revised by “Exchanges of Interests
in the Global Security”, attached hereto
as revised by “Exchanges of Interests
in the Global Security”, attached hereto
Coventry Health Care, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company,” which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of SIX HUNDRED MILLION DOLLARS ($600,000,000), or such
greater or lesser amount set forth on “Exchanges of Interests in the Global Security,” attached
hereto, on June 15, 2021 and to pay interest thereon from June 7, 2011 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June
15 and December 15 in each year, commencing December 15, 2011, at the rate of 5.450% per annum,
until the principal hereof is paid or made available for payment. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or
duly provided for (except for Defaulted Interest), on any Interest Payment Date will, as provided
in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the preceding June 1, in the case of an
Interest Payment Date of June 15, and the preceding December 1, in the case of an Interest Payment
Date of December 15 (whether or not, in each case, a Business Day), even if Securities are
cancelled, repurchased or redeemed after the Regular Record Date and on or before the Interest
Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Holder on such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said Indenture.
Payments in respect of Securities represented by a Global Security (including principal,
premium, if any, and interest) will be made by the transfer of immediately available funds to the
accounts specified by DTC or any successor depository.
Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.
[Signatures on following page]
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Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
In Witness Whereof, the Company has caused this instrument to be duly executed.
Dated: June 7, 2011
| COVENTRY HEALTH CARE, INC. |
||||
| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||
This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.
UNION BANK, NATIONAL ASSOCIATION,
as Trustee
as Trustee
| By: | /s/ Xxxxxxxx Xxxxxxx | |||
| Authorized Signatory | ||||
| Xxxxxxxx Xxxxxxx Vice President |
||||
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(Form of Reverse of Security)
This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued under an Indenture, dated as of March 20, 2007 (as supplemented, herein
called the “Indenture”, which term shall have the meaning assigned to it in such instrument),
between the Company and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of
New York, N.A.), as supplemented by the First Supplemental Indenture, dated as of August 27, 2007
between the Company and Union Bank, National Association, (successor to Union Bank of California,
N.A.) as trustee (herein called the “Trustee”, which term includes any successor trustee under the
Indenture), and as further supplemented by the Second Supplemental Indenture dated as of June 7,
2011 between the Company and the Trustee, and reference is hereby made to the Indenture and all
indentures supplemental thereto for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and delivered.
The Securities are subject to redemption prior to the Stated Maturity upon not less than 30
nor more than 60 days’ notice by mail, at any time, as a whole or from time to time, in part, at
the election of the Company, (i) if redeemed before March 15, 2021 (three months prior to the
maturity date of the Securities), at a Redemption Price equal to the greater of (1) 100% of the
principal amount of the Securities to be redeemed or (2) the sum of the present values of the
remaining scheduled payments on the Securities to be redeemed consisting of principal and interest,
exclusive of interest accrued to the Redemption Date, discounted to the Redemption Date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Yield plus 37.5 basis points, plus accrued and unpaid interest to the Redemption Date provided
interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable
to the Holders of such Securities of record at the close of business on the relevant Regular Record
Dates referred to on the face hereof, all as provided in the Indenture and (ii) if redeemed on or
after March 15, 2021 (three months prior to the maturity date of the Securities), at a Redemption
Price equal to 100% of the principal amount of the Securities plus accrued and unpaid interest to
the Redemption Date.
Upon the occurrence of a Change of Control Triggering Event, each Holder of Securities will
have the right to require the Company to repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess thereof) of such Holder’s Securities pursuant to a Change of Control
Offer described in the Indenture at an offer price in cash equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest, if any, thereon, to the Change of Control Payment
Date. Within 30 days following any Change of Control Triggering Event, the Company shall mail to
each Holder a notice setting forth the procedures governing such Change of Control Offer as
required by the Indenture.
In the event of redemption or repurchase of this Security in part only, a new Security or
Securities of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Security or certain restrictive covenants and Events of Default with respect to this Security,
in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to the Securities shall occur and be continuing, the
principal of the Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification or waiver of the rights and obligations of the Company and the rights of the
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Holders of the Securities to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of more than 50% in aggregate principal amount of the
Securities at the time Outstanding to be affected. The Indenture also contains provisions
permitting the Holders of more than 50% in aggregate principal amount of the Securities at the time
Outstanding, on behalf of the Holders of all Securities, to waive compliance with certain
provisions of the Indenture and certain past Defaults (other than with respect to nonpayment or in
respect of a provision that cannot be amended without the written consent of each Holder affected)
under the Indenture and their consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities, the Holders of not less than 25% in aggregate principal amount of the Securities at
the time Outstanding shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the Trustee satisfactory indemnity, and the
Trustee shall not have received from the Holders of a majority in aggregate principal amount of
Securities at the time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such notice, request and
offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this
Security for the enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any place where the
principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing,
and thereupon one or more new Securities of like tenor, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities are issuable only in registered form without coupons in denominations of $2,000
and integral multiples of $1,000 thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of
Securities of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is
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registered as the owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Securities shall be governed by, and construed in accordance with, the
laws of the State of New York.
All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
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ASSIGNMENT FORM
| To assign this Security, fill in the form below and have your signature guaranteed: (I) or (we) assign and transfer this Security to |
and irrevocably appoint_______________________________________________agent
to transfer this Security on the books of the Company. The agent may substitute another to act for
him.
Date:
|
Your Name: | |||||
(Print your name exactly as it appears on the face of this Security) |
||||||
| Your Signature: | ||||||
(Sign exactly as your name appears on the face of this Security) |
||||||
| Signature Guarantee*: | ||||||
| * | Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). |
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OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the Company pursuant to Section
1004 of the Indenture, check the box below:
[___] Section 1004
If you want to elect to have only part of the Security purchased by the Company pursuant to
Section 1004 of the Indenture, state the amount you elect to have purchased:
$______________
Date: ______________
|
Your Signature: | ||||
| (Sign exactly as your name appears on the face of this Security) | |||||
| Tax Identification No: | |||||
Signature Guarantee*: |
|||||
(*Participant in a Recognized Signature Guarantee Medallion Program) |
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EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY
The following exchanges of a part of this Global Security for an interest in another
Global Security or for a definitive Security, or exchanges of a part of another Global Security or
definitive Security for an interest in this Global Security, have been made:
| Principal Amount of | Signature of | |||||||
| Amount of decrease | Amount of increase | this Global | authorized | |||||
| in Principal Amount | in Principal Amount | Security following | signatory of | |||||
| of this Global | of this Global | such decrease (or | Trustee or Security | |||||
| Date of Exchange | Security | Security | increase) | Custodian | ||||
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