U.S. $750,000,000 CREDIT AGREEMENT Dated as of June 22, 2011 Among COVENTRY HEALTH CARE, INC. As Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and THE INITIAL ISSUING BANKS NAMED HEREIN as Initial Issuing Banks and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION as Administrative Agent and CITIBANK, N.A. And BANK OF AMERICA, N.A. As Syndication Agents (June 22nd, 2011)
CREDIT AGREEMENT, dated as of June 22, 2011 (this Agreement), among COVENTRY HEALTH CARE, INC., a Delaware corporation (the Borrower), the banks, financial institutions and other institutional lenders (the Initial Lenders) and issuers of letters of credit (the Initial Issuing Banks) listed on Schedule I hereto, and their successors and permitted assigns, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (JPMCB), as administrative agent (the Agent) for the Lenders (as hereinafter defined).
COVENTRY HEALTH CARE, INC. OFFICERS CERTIFICATE PURSUANT TO THE INDENTURE June 7, 2011 (June 7th, 2011)
Reference is made to the Indenture (as supplemented, the Indenture), dated as of March 20, 2007, between Coventry Health Care, Inc., a Delaware corporation (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 (the Trustee) and as further supplemented by the Second Supplemental Indenture dated as of June 7, 2011 between the Company and the Trustee in connection with the issuance of $600,000,000 of the Companys 5.450% Senior Notes due 2021 (the Notes). Unless otherwise defined herein, capitalized terms used in this certificate have the meaning assigned to them in the Indenture. This certificate is issued pursuant to Section 301 of the Indenture.
Contract (June 7th, 2011)
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).
Contract (June 7th, 2011)
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.
Employment Agreement (May 5th, 2011)
This Employment Agreement ("Agreement") is made the 29th day of April, 2011, by and between Coventry Health Care, Inc., a Delaware corporation (the "Company") and Randy Giles (the "Executive"). For purposes of this Agreement, "Company" shall also include all subsidiaries and affiliates of Coventry Health Care, Inc.