Exhibit
4.2.10
(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 AR9
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ISIN No. US14149YAR99
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CARDINAL HEALTH, INC.
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Floating Rate Senior Notes due
2009
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No. 1
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$350,000,000
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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 FIFTY MILLION
DOLLARS ($350,000,000) on October 2, 2009 (“
Maturity ”), 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,
on January 2, April 2, July 2 and
October 2 of each year, commencing April 2, 2008, on said
principal sum at said office or agency, in like coin or currency,
at the rate per annum specified herein.
Cash interest on the Notes will
accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from October 3, 2006, to but
excluding the relevant payment date, provided that if an interest
payment date for the Notes falls on a day that is not a Business
Day, the interest payment date shall be postponed to the next
succeeding Business Day. The Issuer will pay interest quarterly in
arrears on each interest payment date, commencing April 2,
2008, to the person in whose name the Notes are registered at the
close of business on the Business Day preceding the interest
payment
date. Interest will be computed on the basis of
the actual number of calendar days in an interest period and a
360-day year.
The Notes will bear interest for
each interest period at a rate determined by the calculation agent.
The calculation agent for this purpose is The Bank of New York
Trust Company, N.A. until such time as the Issuer appoints a
successor calculation agent. The interest rate on the Notes for a
particular interest period will be a per annum rate equal to
three-month LIBOR as determined on the interest determination date
plus 0.27%. The interest determination date for an interest period
will be the second London business day preceding such interest
period. Promptly upon determination, the calculation agent will
inform the Trustee and the Issuer of the interest rate for the next
interest period. Absent manifest error, the determination of the
interest rate by the calculation agent shall be binding and
conclusive on the Holders, the Trustee and the Issuer.
A London business day is a day on
which dealings in deposits in U.S. dollars are transacted in the
London interbank market.
On any interest determination date,
LIBOR will be equal to the offered rate for deposits in U.S.
dollars having an index maturity of three months, in amounts of at
least $1,000,000, as such rate appears on “Reuters Screen
LIBOR01 Page” at approximately 11:00 a.m., London time, on
such interest determination date. If on an interest determination
date, such rate does not appear on the “Reuters Screen
LIBOR01 Page” as of 11:00 a.m., London time, or if the
“Reuters Screen LIBOR01 Page” is not available on such
date, the calculation agent will obtain such rate from Bloomberg
L.P. page “BBAM.”
If no offered rate appears on
“Reuters Screen LIBOR01 Page” or Bloomberg L.P. page
“BBAM” on an interest determination date at
approximately 11:00 a.m., London time, then the calculation agent
(after consultation with the Issuer) will select four major banks
in the London interbank market and shall request each of their
principal London offices to provide a quotation of the rate at
which three-month deposits in U.S. dollars in amounts of at least
$1,000,000 are offered by it to prime banks in the London interbank
market, on that date and at that time, that is representative of
single transactions at that time. If at least two quotations are
provided, LIBOR will be the arithmetic average of the quotations
provided. Otherwise, the calculation agent will select three major
banks in New York City and shall request each of them to provide a
quotation of the rate offered by them at approximately
11:00 a.m., New York City time, on the interest determination
date for loans in U.S. dollars to leading European banks having an
index maturity of three months for the applicable interest period
in an amount of at least $1,000,000 that is representative of
single transactions at that time. If three quotations are provided,
LIBOR will be the arithmetic average of the quotations provided.
Otherwise, the rate of LIBOR for the next interest period will be
set equal to the rate of LIBOR for the then current interest
period.
Upon request from any Holder, the
calculation agent will provide the interest rate in effect on the
Notes for the current interest period and, if it has been
determined, the interest rate to be in effect for the next interest
period.
Dollar amounts resulting from such
calculation will be rounded to the nearest cent, with one-half cent
being rounded upward.
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.