Contract
Exhibit 4.2
First Supplemental Indenture (this “Supplemental Indenture”), dated as of August ,
2007, among COVENTRY HEALTH CARE, INC., a Delaware corporation (the “Company”), and Union
Bank of California, N.A., a national banking association duly organized and existing under
the laws of the United States of America, as trustee with respect to the series of
Securities specified below under the Indenture referred to below (the “New Trustee”).
WITNESSETH:
WHEREAS, the Company has heretofore entered into an Indenture, dated as of March 20, 2007 (the
“Indenture”), with The Bank of New York, as trustee (the “Initial Trustee”), providing for the
issuance of Securities of the Company;
WHEREAS, Section 301 of the Indenture permits the Company to appoint as trustee for any series
of Securities a Person other than the Initial Trustee, and Section 901 of the Indenture
contemplates such appointment shall be evidenced by a Supplemental Indenture;
WHEREAS, the Company desires to appoint the New Trustee, and the New Trustee desires to accept
the appointment, to act as Trustee under the Indenture with respect
to the Company’s % Senior Notes
due 2014 (the “Notes”); and
WHEREAS, all things necessary to make this Supplemental Indenture a valid and legally binding
agreement of the Company have been done.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, and the New Trustee
mutually covenant and agree as follows:
ARTICLE I
AMENDMENTS TO THE INDENTURE
1. Appointment of Trustee with respect to the Notes. The Company hereby appoints the
New Trustee, and the New Trustee hereby accepts its appointment, as the Trustee under the Indenture
with respect to the Notes with all rights, powers and obligations as set forth in the Indenture.
ARTICLE II
MISCELLANEOUS
1. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby.
2. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
3. Concerning the Trustee. The recitals contained herein shall be taken as statements
of the Company and the New Trustee assumes no responsibility for their correctness. The New
Trustee assumes no duties, responsibilities or liabilities by reason of this Supplemental Indenture
other than as set forth in this Supplemental Indenture and the Indenture. In addition, the New
Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
4. Defined Terms. Unless otherwise defined herein, terms used herein shall have the
meanings set forth in the Indenture.
5. Separability. In case any provision in this Supplemental Indenture shall for any
reason be held to be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions of this Supplemental Indenture shall not in any way be
affected or impaired thereby.
6. Counterparts. This Supplemental Indenture may be executed and delivered in any
number of counterparts, each of which when so executed and delivered shall be deemed to be an
original, and all such counterparts shall together constitute but one and the same instrument.
7. Effect of Headings. The Section headings herein are for convenience only and shall
not effect the construction thereof.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed as of the date first above written.
| COVENTRY HEALTH CARE, INC. |
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| by: | ||||
| Name: | ||||
| Title: | ||||
| UNION BANK OF CALIFORNIA, N.A., as Trustee |
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| by: | ||||
| Name: | ||||
| Title: | ||||
