CARDINAL HEALTH, INC.
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.)
SECOND SUPPLEMENTAL INDENTURE
Dated as of June 8, 2007
To the Indenture dated as of April 18, 1997
5.65% Notes due 2012
6.00% Notes due 2017
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) is entered into as of June 8, 2007 between CARDINAL HEALTH, INC., an Ohio corporation (the “Issuer”), and 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”).
WHEREAS, the Issuer and the Trustee entered into that certain Indenture, dated as of April 18, 1997 (the “Original Indenture” and, together with this Second Supplemental Indenture, the “Indenture”), relating to the Issuer’s unsecured debt securities;
WHEREAS, pursuant to Section 7.1 of the Original Indenture, the Issuer and the Trustee may enter into supplemental indentures to establish the terms and provisions of one or more series of Securities issued pursuant to the Original Indenture;
WHEREAS, pursuant to Section 2.1 of the Original Indenture, the Issuer and the Trustee desire to establish the terms of a series of Securities entitled the “5.65% Notes due 2012” (the “5.65% Notes”) and a series of Securities entitled the “6.00% Notes due 2017” (the “6.00% Notes,” the 5.65% Notes and the 6.00% Notes referred to collectively as the “Notes”); and
WHEREAS, the Issuer and the Trustee have duly authorized the execution and delivery of this Second Supplemental Indenture to establish solely the terms of the Notes set forth herein and have done all things necessary to make this Second Supplemental Indenture a valid and binding agreement of the parties hereto, in accordance with its terms.
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, and for the equal and proportionate benefit of the Holders of the Notes, the Issuer and the Trustee hereby agree as follows:
Section 1.1 Definitions.
(a) Capitalized terms used in this Second Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Original Indenture or in the forms of Note attached as exhibits hereto.
(b) The following definitions shall apply to this Second Supplemental Indenture and the Notes:
“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming
a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
“Below Investment Grade Rating Event” means the Notes are rated below Investment Grade by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at request of the Issuer that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).
“Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.
“Change of Control” means the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of the Issuer’s Voting Stock, measured by voting power rather than number of shares. Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (i) the Issuer becomes a wholly owned subsidiary of a holding company and (ii) the holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of Voting Stock immediately prior to that transaction.