Exhibit
4.2.13
5.65% Registered Global
Note
(face of security)
THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT
IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
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 IN AS MUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
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CUSIP No.: 14149Y AP3
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ISIN No.: US14149YAP34
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CARDINAL HEALTH, INC.
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5.65% Note due 2012
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No. 1
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$300,000,000
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CARDINAL HEALTH, INC., an Ohio
corporation (the “ Issuer ”), for value
received, hereby promises to pay to Cede & Co. or
registered assigns, at the office or agency of the Issuer in
Columbus, Ohio, the principal sum of THREE HUNDRED MILLION DOLLARS
($300,000,000) on June 15, 2012, in such coin or currency of
the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to
pay interest, semiannually on June 15 and December 15 of
each year, commencing June 15, 2008, on said principal sum at
said office or agency, in like coin or currency, at the rate per
annum specified in the title of this Note, from the June 15 or
the December 15, as the case may be, next preceding the date
of this Note to which interest has been paid, unless the date
hereof is a date to which interest has been paid, in which case
from the date of this Note, or unless no interest has
been paid on these Notes, in which case from
June 8, 2007, until payment of said principal sum has been
made or duly provided for, provided that, payment of interest may
be made at the option of the Issuer by check mailed to the address
of the person entitled thereto as such address shall appear on the
Security register. The interest so payable on any June 15 or
December 15 will, subject to certain exceptions provided in
the Indenture referred to on the reverse hereof, be paid to the
person in whose name this Note is registered at the close of
business on the June 1 or December 1, as the case may be,
next preceding such June 15 or December 15.
Reference is made to the further
provisions of this Note set forth on the reverse hereof. Such
further provisions shall for all purposes have the same effect as
though fully set forth at this place.
This Note shall not be valid or
become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Trustee under
the Indenture referred to on the reverse hereof.
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IN WITNESS WHEREOF, CARDINAL HEALTH,
INC. has caused this instrument to be signed by its duly authorized
officers.
Dated: March 14,
2008
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CARDINAL HEALTH, INC.
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By:
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Jorge M.
Gomez
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Executive Vice
President and Treasurer
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Attest:
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John M. Adams,
Jr.
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Assistant
Secretary
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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the
series designated herein and referred to in the within-mentioned
Indenture.
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THE BANK OF NEW YORK
TRUST COMPANY, N.A.
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By:
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Authorized
Officer
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3
(back of security)
CARDINAL HEALTH, INC.
5.65% Note due 2012
This Note is one of
a duly authorized issue of debentures, notes, bonds or other
evidences of indebtedness of the Issuer (hereinafter called the
“ Securities ”) of the series hereinafter
specified, all issued or to be issued under and pursuant to an
indenture dated as of April 18, 1997 (the “ Original
Indenture ”), duly executed and delivered by the Issuer
to The Bank of New York Trust Company, N.A. (successor trustee to
J.P. Morgan Trust Company, National Association, successor trustee
to Bank One, N.A., which was formerly known as Bank One, Columbus,
N.A.), as Trustee (herein called the “
Trustee ”), as supplemented by the
Second Supplemental Indenture dated June 8, 2007 (the “
Second Supplemental Indenture ,” together with the
Original Indenture, the “ Indenture ”), to which
Indenture and all indentures supplemental thereto reference is
hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the
Issuer and the Holders of the Securities. The Securities may be
issued in one or more series, which different series may be issued
in various aggregate principal amounts, may mature at different
times, may bear interest (if any) at different rates, may be
subject to different redemption provisions (if any), may be subject
to different sinking, purchase or analogous funds (if any) and may
otherwise vary as in the Indenture provided. This Note is one of a
series designated as the 5.65% Notes due 2012 of the Issuer,
limited in initial aggregate principal amount to $300,000,000
(collectively, the “ Notes ”). The Issuer may,
at any time, without notice to or the consent of the holders of the
Securities, issue further notes having the same ranking and the
same interest rate, maturity and other terms as the Notes (other
than the date of issuance and, under certain circumstances, the
first interest payment date following the issue date of such
further notes). Any such further notes, together with this Note,
will form a single series of Securities under the
Indenture.
1. Principal and
Interest
The Notes will mature on
June 15, 2012.
In case an Event of Default with
respect to the Notes, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof may be declared,
and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in
the Indenture.
Interest shall be computed on the
basis of a 30-day month and a 360-day year.
2. Amendment; Supplement;
Waiver
The Indenture contains provisions
permitting the Issuer and the Trustee, with the consent of the
Holders of not less than 66 2/3% in the aggregate principal amount
of the Securities at the time Outstanding of all series to be
affected (voting as one class) evidenced as provided in the
Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any
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