Exhibit 4.3
WELLPOINT, INC.
THIS GLOBAL SECURITY IS HELD BY AND
REGISTERED IN THE NAME OF THE DEPOSITORY (AS DEFINED IN THE
INDENTURE GOVERNING THIS SECURITY), IS NOT EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON
UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE
SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 203 OF
THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED PURSUANT
TO
SECTION 203(a) OF THE INDENTURE, (III) THIS
GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 309 OF THE INDENTURE AND (IV) THIS GLOBAL
SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE
PRIOR WRITTEN CONSENT OF THE COMPANY.
UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS 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.
WELLPOINT, INC.
7.000% Notes due 2019
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CUSIP No. 94973V AR8
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No.
[ ]
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$[ ]
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WellPoint, Inc., a corporation duly
organized and existing under the laws of the State of Indiana
(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
[ ]
Dollars, as adjusted from time to time in accordance with the
Indenture (as defined herein) and indicated on the schedule of
exchanges of interests in the global security attached hereto, on
February 15, 2019 and to pay interest thereon from
February 5, 2009 or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, semi-annually
in arrears on February 15 and August 15 in each year,
commencing August 15, 2009, at the rate of 7.000% per
annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in
such 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 February 1 or August 1 (whether or not a
Business Day), as the case may be, next preceding such 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 Holder of Securities of this
series 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 of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in
said Indenture.
Payment of the principal of (and
premium, if any) and interest on this Security will be made at the
office or agency of the Company maintained for that purpose in The
City of New York, New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for
payment of public and private debts.
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.
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.
I N W
ITNESS W HEREOF ,
the Company has caused this instrument to be duly
executed.
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WELLPOINT,
INC.
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the
series designated therein referred to in the within-mentioned
Indenture.
Dated:
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THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A., as Trustee
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By:
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Authorized
Signatory
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This Security is one of a duly
authorized issue of securities of the Company (herein called the
“Securities”), issued and to be issued in one or more
series under an Indenture, dated as of January 10, 2006
(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. (formerly
The Bank of New York Trust Company, N.A.), as Trustee (herein
called the “Trustee”, which term includes any successor
trustee under the Indenture), and reference is hereby made to the
Indenture 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. This Security is one of the series designated on the
face hereof, limited in aggregate principal amount to
$[ ].
The Company will have the right to
redeem the Securities at any time, at its option, on at least 30
days’ but no more than 60 days’ prior written notice
mailed to the registered holders of the Securities to be redeemed.
Upon redemption of the Securities, the Company will pay a
redemption price equal to the greater of (i) 100% of the
principal amount of such Securities to be redeemed and
(ii) the sum of the present values of the Remaining Scheduled
Payments (as defined below) of the notes to be redeemed, discounted
to the Redemption Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as
defined below), plus 50 basis points, plus accrued and unpaid
interest thereon to the Redemption Date.
“Treasury
Rate” means, for
any redemption date, the rate per annum equal to the semi-annual
equivalent yield to maturity, computed as the second Business Day
immediately preceding that redemption date, of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for that redemption date.
“Comparable Treasury
Issue” means the
United States Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining
term of the notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the notes to be
redeemed.
“Comparable Treasury
Price” means, with
respect to any redemption date, (1) the average of the bid and
asked prices for the Comparable Treasury Issue, expressed in each
case as a percentage of its principal amount, on the third Business
Day preceding such redemption date, as contained in the daily
statistical release, or any successor release, published by the
Federal Reserve Bank of New York and designated “Composite
3:30 p.m. Quotations for U.S. Government Securities” or
(2) if the release, or any successor release, is not published
or does not contain these prices on that business day, (a) the
average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest of the
Reference Treasury Dealer Quotations, or (b) if the trustee
obtains fewer than four Reference Treasury Dealer Quotations, the
average of all of these quotations.
“Independent Investment
Banker” means the
Reference Treasury Dealer appointed by the Company.
“Reference Treasury
Dealer” means each
of Banc of America Securities LLC and Deutsche Bank Securities Inc.
and their respective successors, or if at any time any of the above
is not a primary U.S. Government securities dealer, any other
nationally recognized investment banking firm selected by the
Company that is a primary U.S. Government securities dealer as well
as four other nationally recognized investment banking firms
selected by the Company that are primary U.S. Government securities
dealers.
“Reference Treasury Dealer
Quotations” means,
with respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to
the trustee by such Reference Treasury Dealer at 5:00 p.m., New
York City time, on the third business day preceding such redemption
date.
“Remaining Scheduled
Payments” means,
with respect to each note to be redeemed, the remaining scheduled
payme