Exhibit 4.3


 


HOSPIRA, INC.


 


OFFICERS’ CERTIFICATE


 


and


 


COMPANY ORDER


 


May 8, 2009


 


With
respect to the issuance by Hospira, Inc. (the “Company”) of $250,000,000
aggregate principal amount of its 6.400% Notes due 2015 (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 American, 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 March 3, 2009 (attached as Exhibit B to
  the Secretary’s Certificate of even date herewith), the Actions of the
  Authorized Officers of May 5, 2009 (attached as Exhibit C to the
  Secretary’s 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 May 5, 2009 (attached as Exhibit C to the Secretary’s
  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 Banc of America Securities LLC
  and Morgan Stanley &  Co.
  Incorporated, 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.


 


 


	
   

  	
  HOSPIRA,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas E. Werner

  
	
   

  	
  Name:

  	
  Thomas
  E. Werner

  
	
   

  	
  Title:

  	
  Senior
  Vice President, Finance and

  
	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Brian J. Smith

  
	
   

  	
  Name:

  	
  Brian
  J. Smith

  
	
   

  	
  Title:

  	
  Senior
  Vice President, General Counsel

  
	
   

  	
  and
  Secretary

  



 


Signature Page to  Officers’ Certificate and

Company Order