HOSPIRA, INC. OFFICERS CERTIFICATE and COMPANY ORDER September 10, 2010
Exhibit 4.3
HOSPIRA, INC.
OFFICERS CERTIFICATE
and
COMPANY ORDER
September 10, 2010
With respect to the issuance by Hospira, Inc. (the Company) of $500,000,000 aggregate principal amount of its 5.600% Notes due 2040 (the Notes), Brian J. Smith and Thomas E. Werner, officers of the Company, certify pursuant to Sections 3.1 and 3.3 of the Indenture, dated as of June 14, 2004, as supplemented by the Second Supplemental Indenture, dated as of April 30, 2009 (as supplemented, the Indenture), between the Company and Union Bank, N.A., as successor to Bank of America, N.A., as successor by merger to LaSalle Bank National Association, as Trustee (the Trustee), as follows:
1. We have read Sections 2.1, 3.1 and 3.3 of the Indenture and the definitions therein relating hereto, reviewed the resolutions of the Board of Directors of the Company adopted on August 18, 2010 (attached as Exhibit B to the Secretarys Certificate of even date herewith), the Actions of the Authorized Officers of September 7, 2010 (attached as Exhibit C to the Secretarys Certificate of even date herewith), conferred with executive officers of the Company and, in our opinion, made such other examinations and investigations as are necessary to enable us to express an informed opinion as to whether Sections 2.1, 3.1 and 3.3 of the Indenture have been complied with.
2. Based on the above-described examinations and investigations, in our opinion, all conditions precedent relating to the authentication and delivery of the Notes, including those conditions under Sections 2.1, 3.1 and 3.3 of the Indenture, have been complied with.
3. The terms of the Notes are set forth in the Actions of the Authorized Officers, dated as of September 7, 2010 (attached as Exhibit C to the Secretarys Certificate of even date herewith).
4. In accordance with the provisions of Section 3.3 of the Indenture, the Trustee is hereby authorized and requested to authenticate the Notes and to deliver such Notes to or at the direction of Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and RBS Securities Inc., as managers of the several underwriters.
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in the Indenture.
IN WITNESS WHEREOF, the undersigned have executed this Officers Certificate and Company Order as of the date first above written.
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| By: | /s/ Brian J. Smith |
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| Name: | Brian J. Smith |
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| Title: | Senior Vice President, General Counsel |
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| By: | /s/ Thomas E. Werner |
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| Name: | Thomas E. Werner |
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| Title: | Senior Vice President, Finance and |
Signature Page to Officers Certificate and
Company Order