Contract
Exhibit 4.3
Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of
June 7, 2011, among COVENTRY HEALTH CARE, INC., a Delaware corporation (the “Company”), and
UNION BANK, NATIONAL ASSOCIATION, a national banking association, 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 Mellon Trust Company, N.A. (successor to
The Bank of New York, N.A.) as trustee (the “Initial Trustee”), providing for the issuance
of Securities of the Company;
WHEREAS, the Company has heretofore entered into a First Supplemental Indenture, dated
as of August 27, 2007, with Union Bank, National Association (successor to Union Bank of
California, N.A.) as trustee (the “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 5.450% Senior Notes due 2021 (the “Notes”); and
WHEREAS, all things necessary to make this Second 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
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 Second
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 SECOND 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 Second Supplemental
Indenture other than as set forth in this Second Supplemental Indenture and the Indenture. In
addition, the New Trustee makes no representation as to the validity or sufficiency of this Second
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 Second 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 Second Supplemental Indenture shall
not in any way be affected or impaired thereby.
6. Counterparts. This Second 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed as of the date first above written.
| COVENTRY HEALTH CARE, INC. |
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| By: | /s/ Xxxxx X. Xxxxx | |||
| Name: | Xxxxx X. Xxxxx | |||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||
| UNION BANK, NATIONAL ASSOCIATION, as Trustee |
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| By: | /s/ Xxxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
