online procurement, fulfillment and information provided through cardinal.com

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 Company’s 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 undersigned’s 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