REGISTRATION RIGHTS AGREEMENT by and among Cardinal Health, Inc. and Banc of America Securities LLC Goldman, Sachs & Co. Dated as of October 3, 2006Registration Rights Agreement • October 4th, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 3, 2006, by and among Cardinal Health, Inc., an Ohio corporation (the “Company”), and Banc of America Securities LLC, J.P. Morgan Securities Inc., Goldman, Sachs & Co. and other initial purchasers (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s Floating Rate Notes due 2009 (the “2009 Notes”) and the Company’s 5.80% Notes due 2016 (the “2016 Notes”, and together with the 2009 Notes, the “Initial Securities”) pursuant to the Purchase Agreement (as defined below).
CARDINAL HEALTH, INC. PURCHASE AGREEMENT September 28, 2006Purchase Agreement • October 4th, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
The Securities will be issued pursuant to an indenture, dated as of April 18, 1997 (the “Indenture”), between 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 (or any successor thereto, the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.
FIRST SUPPLEMENTAL INDENTURE Dated as of October 3, 2006 To the Indenture dated as of April 18, 1997First Supplemental Indenture • October 4th, 2006 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Ohio
TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT CARDINAL HEALTH, INC. AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, BUT ONLY IF THIS NOTE IS NOT A GLOBAL SECURITY (AS DEFINED IN THE INDENTURE REFERRED TO HEREIN), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON TH
