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EX-4.2.5 6 l27624aexv4w2w5.htm EX-4.2.5 EX-4.2.5
EXHIBIT 4.2.5
CARDINAL HEALTH, INC.
OFFICERS CERTIFICATE
Pursuant to Section 2.3 and 2.4 of the Indenture dated as of April 18, 1997 (the Indenture) between Cardinal Health, Inc. (the Company) and J.P. Morgan Trust Company, National Association (successor to Bank One, N.A., formerly known as Bank One, Columbus, N.A.), as Trustee (the Trustee), the undersigned officers of the Company do hereby certify as follows in connection with the issuance of the Companys 5.85% Notes due 2017 (the Securities) under the Indenture:
1. All conditions precedent under the Indenture to the issuance and authentication of the Securities and the delivery of the Securities to the Company have been complied with.
2. The undersigned have read the conditions referred to in paragraph 1 above.
3. The statements of the undersigned contained herein are based upon their participation in the issuance of the Securities and a review of the Indenture.
4. Each of the undersigned has made such examination or investigation as is necessary in the undersigneds opinion to enable the undersigned to express an informed opinion as to whether the conditions referred to in paragraph 1 above have been complied with.
5. The terms of the Securities are as follows:
Title: 5.85% Notes due 2017
Initial aggregate principal amount: U.S. $500,000,000
Maturity Date: December 15, 2017
Interest: 5.85% per annum
Interest Payment | June 15 and December 15, commencing | |||
Dates: | June 15, 2006 | |||
Record Dates: | June 1 and December 1 | |||
Interest Accrues | December 15, 2005 | |||
From: |
Optional Redemption: | The Notes will be redeemable, in whole or, from time to time, in part, at the option of the Company at any time, at a redemption price equal to the greater of: | |||
(1) 100% of the principal amount of the Notes to be redeemed, or | ||||
(2) as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 20 basis points, | ||||
plus, in each case, accrued and unpaid interest on the amount being redeemed to the date of redemption. |
Each capitalized term used but not defined herein shall have the meaning assigned thereto in the Indenture or the Note.
2
Dated: December 15, 2005
CARDINAL HEALTH, INC. | ||||
/s/ Jeffrey W. Henderson | ||||
Name: | Jeffrey W. Henderson | |||
Title: | Executive Vice President and Chief Financial Officer | |||
/s/ Linda S. Harty | ||||
Name: | Linda S. Harty | |||
Title: | Senior Vice President and Treasurer |