Ex-4.2



 





Exhibit 4.2




COVENTRY HEALTH CARE, INC.




OFFICERS’ CERTIFICATE PURSUANT TO THE INDENTURE




March 20, 2007




     Reference is made to the Indenture (the “Indenture”), dated as of March 20, 2007, among
Coventry Health Care, Inc., a Delaware corporation (the “Company”), and The Bank of New York, as
trustee (the “Trustee”), in connection with the issuance of $400,000,000 of the Company’s 5.95%
Senior Notes due 2017 (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.



     We, Dale B. Wolf and Shawn M. Guertin, the duly appointed Chief Executive Officer and
Executive Vice President, Chief Financial Officer and Treasurer, respectively, of the Company,
HEREBY CERTIFY that:



          1. We have read the provisions of the Indenture setting forth conditions precedent to
authentication and delivery by the Trustee of the Securities and all definitions in the Indenture
relating thereto;




          2. We have examined (i) the resolutions of the Board of Directors of the Company (the “Board”)
adopted on March 1, 2007; (ii) such agreements, certificates of public officials and certificates
of officers or other representatives of the Company; and (iii) such other documents, certificates
and corporate or other records as we have deemed necessary as a basis for the opinions hereinafter
expressed;




          3. In the opinion of each of the undersigned, he has made such examination or investigation
as is necessary to enable him to express an informed opinion as to whether or not the conditions
referred to above have been complied with;




          4. We are of the opinion that the conditions to be satisfied by the Company as set forth in
the Indenture relating to the authentication and delivery of the Securities have been complied
with; and




          5. Pursuant to Section 301 of the Indenture, the terms and conditions of the Notes are
established and approved to be the following:





	 	a.	 	Title:






“5.95% Senior Notes due 2017”.




	 	b.	 	Aggregate Principal Amount:






The Notes are not limited as to the aggregate principal amount of such
series that the Company may issue. The Notes have an aggregate original
principal amount of $400,000,000. The Company may create and issue



 









 






additional securities having the same terms and conditions as the Notes in
all respects, except for issue date, issue price and, if applicable, the
first payment of interest on such additional securities. Additional
securities issued in this manner will be consolidated with and will form a
single series with the Noes.




	 	c.	 	Form of Security:






The Notes will be issued in global form, with the form of the Note attached
hereto as Exhibit A.




	 	d.	 	Principal Repayment Date:






March 15, 2017.




	 	e.	 	Interest:






Interest shall be paid at the rate of 5.95% per annum. Interest shall
accrue from March 20, 2007 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on March 15
and September 15 in each year, commencing September 15, 2007. The Regular
Record Dates shall be March 1 and September 1.




	 	f.	 	Place of Payment of Interest and Principal:






The Corporate Trust Office of the Trustee.




	 	g.	 	Redemption Provisions:






The redemption provisions of Article 11 of the Indenture, including, without
limitation, Section 1108(b), are applicable to the Notes, with the number of
basis points to be added to the Treasury Yield in determining the discount
rate in Section 1108(b) equal to 25 basis points.




	 	h.	 	Sinking Fund Obligations:






The Notes shall not contain any Sinking Fund provisions and Article 12 of
the Indenture is inapplicable to the Notes.




	 	i.	 	Denominations:






$2,000 and integral multiples of $1,000 in excess thereof.




	 	j.	 	Additional Principal Payable Upon an Event of Default:






 Not applicable.




	 	k.	 	Inapplicability of, or Additional, Events of Default:




 









 












Not applicable.




	 	l.	 	Trustee Other than The Bank of New York:






Not applicable.




	 	m.	 	Payment of Principal and Interest in Non-U.S. Dollar Currencies:






Not applicable.




	 	n.	 	Payment of Principal and Interest in Non-U.S. Dollar Currencies at Election of the Company:






Not applicable.




	 	o.	 	Currency Determination Agent:






Not applicable.




	 	p.	 	Satisfaction and Discharge Provisions Other Than as Set Forth in the Indenture:






Not applicable.




	 	q.	 	Date of Global Securities if Other Than Original Issuance Date:






Not applicable.




	 	r.	 	Guarantees:






Not applicable.




	 	s.	 	Other Terms:






Not applicable.



 









 





     IN WITNESS WHEREOF, the undersigned have executed this certificate as of the date first
written above.



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ DALE B. WOLF
 	 
	 	 	Name:  	Dale B. Wolf 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ SHAWN M. GUERTIN	 
	 	 	Name:  	Shawn M. Guertin 	 
	 	 	Title:  	Executive Vice President, Chief Financial
Officer and Treasurer