009 - PA.Gov

009Execution VersionBANK OF AMERICA. N.A.MERRILL LYNCH, PIERCE,FENNER & SMITHCREDIT SUISSEsEcuRrTrES (usA) LLCCREDIT SUISSE AGINCORPORATEDEleven Madison AvenueNew York, New York 10010520 Madison AvenueNew York. New York 10022UBS AG, STAMFORI)BRANCH677 Washington BoulevardStamford. Connecticut 0690 IUBS SECURITIES LLC1285 Avenue of the AmericasNew York, New York 10019CONFIDENTIALJuly 23,2015Anthem.Inc.120 Monument CircleIndianapolis, Indiana 4620 4Affention: David Kretschmer, Senior Vice President,Treasurer and Chief Investment OfficerProject ConfluenceCommitment LetterLadies and Gentlemen:You("you" or the "Bomower") have advised Bank of America, N.A. ("Bank ofAmerica"), Merrill Lynch, Pierce, Fenner & Smith Incorporated (or its designated affiliates,"MLPFS'and, together with Bank of America,"BolAML"), Credit Suisse AG (acting throughsuch of its affiliates or branches as it deem appropriate, "CS'), Credit Suisse Securities (USA)LLC ("C S Securities" and, together with CS and their respective affiliates,"Credit Suisse"),UBS Securities LLC (*aBS Securities") and UBS AG, Stamford Branch ("UBS AC' and,together with UBS Securities, "UBS'; BofAML, Credit Suisse and UBS, collectively, the"Commitment Parties","we" or "us") that you intend to acquire (the"Acquisition") all of theoutstanding equity interest in Cigna Corporation (the"Acquired Business"), through a mergertransaction with Anthem Merger Sub Corp. ("Merger Sub") (where the Acquired Business is thesurviving entity), and subsequent merger of the Acquired Business with the Borrowersubstantially concunently with the initial merger (where the Borrower is the surviving entity), ineach case, subject to and in accordance with the terms of the Agreement and Plan of Merger(together with the schedules and exhibits thereto, the"Acqaisition Agreemenf') dated as ofJuly 23,2015, among the Borrower, the Acquired Business and Merger Sub, and to consummatethe other Transactions (as hereinafter defined). In connection therewith, the Borrower intends toobtain (a) a364-day senior unsecured bridge term loan credit facility (the"Bridge Facility") inanaggregate principal amount of up to 26,500,000,000 (as such amount may be reduced as setforth in the Bridge Term Sheet, including by the amount of any Term Facilities committed underthe Term Facilities Documentation) and (b) senior unsecured term loan facilities comprised of:NY\7156s04.1701

(i) a tranche of senior unsecured term loans with a three year maturity in an aggregate principalamount of up to S2,000,000,000 (the "Three Year Tranche") and (ii) a tranche of seniorunsecured term loans with a five year maturity in an aggregate principal amount of up to52,000,000,000 (the "Five Year Tranche" and, together with the Three Year Tranche, the "TermFacilities"; the Term Facilities, together with the Bridge Facility, the "Facilities"). The date ofconsummation of the Acquisition is referred to herein as the "Closing Date." All capitalizedterms used and not otherwise defined herein shall have the same meanings as specified thereforin the Term Sheets.1.Commitments. In connection with the foregoing, (a)(i) each of Bank ofAmerica, CS and UBS AG is pleased to advise you of its several, and not joint, commitment toprovide (x) the applicable percentage set forth in Schedule I hereto (the"Bridge Commitments")of the full principal amount of the Bridge Facility (in such capacity, each an "Initial BridgeLender" and collectively, the "Initial Bridge Lenders") and (y) the lesser of the fixed dollaramount and the applicable percentage set forth in Schedule I hereto of commitments (the "TeFm*Initial Term Lender" andCommitments") under each Term Facility (in such capacity, each ancollectively , the "Initial Term Lenders"; the Initial Term Lenders, together with the InitialBridge Lenders, the"Initial Lenders"), (ii) Bank of America is pleased to advise you of itswillingness, and you hereby appoint Bank of America, to act as the sole and exclusiveadministrative agent for the Bridge Facility (in such capacity, the "Bridge AdministrativeAgenf') and to act as the sole and exclusive administrative agent for the Term Facilities (in suchcapacity, the"Term Administrative Agenf'and, together with the Bridge Administrative Agent,the"Administrative Agents") and (iii) each of UBS AG and CS is pleased to advise you of itswillingness, and you hereby appoint UBS AG and CS, to act as co-syndication agents for each ofthe Facilities, in each case upon the terms set forth in this letter and in Exhibits A, E and Chereto and subject only to the conditions set forth in Section 5 of this leffer and Exhibit C hereto,as applicable (collectively, the "Term Sheets" and, together with this letter agreement, the"Commitment Letter"), and (b) each of MLPFS, UBS Securities and CS Securities is pleased toadvise you of its willingness, and you hereby engage MLPFS, UBS Securities and CS Securities,to act as an exclusive joint lead arranger and an exclusive joint bookrunner for each of theFacilities (in such capacity, each a "Lead Anangef'and together,the"Lead Amangers"), and inconnection therewith to form (in consultation with you other than with respect to PermittedAssignees (as defrned below)) a syndicate of lenders for the Term Facilities (collectively, the"TeFm Lenders") and for the Bridge Facility (collectively, the "Bridge Lenders" and, togetherwith the Term Lenders, the "Lenders").It is further agreed that (i) BofAML shall have "left placement" in any offeringand marketing materials for the Facilities, and shall hold the roles and responsibilitiesconventionally understood to be associated with such placement and (ii) the Lead Arrangersother than BofAML will appear in any offering and marketing materials for the Facilities in thefollowing order: Credit Suisse and UBS. You further agree that no other titles will be awardedand no compensation (other than that expressly contemplated by this Commitment Letter and theFee Letter (as hereinafter defined)) will be paid in order to obtain commitments in connectionwith any Facility unless you and we shall so agree; provided that, in connection with thesyndication of the Facilities, at any time on or prior to the 15tn business day following the date ofthis Commitment Letter, you may (in consultation with the Lead Arrangers), appoint up to twofinancial institutions reasonably acceptable to the Lead Arrangers to act as co-documentationNY\7156504.17

agents, co-managers or other similar roles (but not joint lead arrangers, joint bookrunners or cosyndication agents) for each of the Facilities (the "Additional Agents") in a manner and witheconomics determined by you and us (it being understood that, (i) each such Additional Agent(or its affiliates) shall assume at least a proportion of the commitments with respect to eachFacility that is equal to the proportion of the economics (if any) allocated to such AdditionalAgent (or its affiliates) with respect to such Facility and Schedule I hereto shall be automaticallyamended accordingly, (ii) to the extent Additional Agents are appointed in respect of the BridgeFacility, the economics (if any) allocated to and the Bridge Commitments of the CommitmentParties party hereto on the date hereof in respect of the Bridge Facility, will be reduced ratablyby the commitments of such appointed entities upon the execution and delivery by suchAdditional Agent of a Joinder Agreement (as defined below) or the applicable CreditDocumentation for the Bridge Facility, (iii) to the extent Additional Agents are appointed inrespect of the Term Facilities, the economics (if any) allocated to and the Term Commitments ofthe Commitment Parties party hereto on the date hereof in respect of the Term Facilities, will bereduced ratably by the commitments of such appointed entities upon the execution and deliveryby such Additional Agent of a Joinder Agreement or the applicable Credit Documentation for theTerm Facilities and (iv) no Additional Agent shall receive greater total compensatory economicswith respect to any Facility than

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