A
FORM OF COMPLIANCE CERTIFICATE
Date:
JPMorgan Chase Bank, N.A.,
as Administrative Agent
Ladies and Gentlemen:
Reference is made to that certain Five-Year Credit Agreement, dated as of
May 12, 2011 (as amended, restated, supplemented or otherwise modified from time
to time, the "Agreement"; the terms defined therein being used herein as therein
defined) among Cardinal Health, Inc. (the "Company"), the Subsidiary Borrowers
named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, LC Issuer and
Swingline Lender, and the lenders party thereto from time to time.
[select one]
[This notice serves to confirm that, to the best of my knowledge, the Company
has observed or performed in all material respects all of the covenants,
conditions and agreements contained in the Agreement and as of the date hereof,
no Default or Unmatured Default has occurred and is continuing.]
- or -
[This notice serves to confirm that the Company has not complied with the
covenants, conditions and/or agreements contained in the Agreement and the
following is a list of each such Default or Unmatured Default and its nature and
status:]
The calculations of the maximum Consolidated Leverage Ratio and the minimum
Consolidated Interest Coverage Ratio are attached on Schedule 1.
Sincerely,
[Chief Financial Officer / Controller / Treasurer]
Schedule 1
Calculations
Cardinal Health, Inc.
Debt Covenant Compliance
For the quarter ended
, 20
Consolidated Interest Coverage Ratio (Minimum 4.0)
Consolidated EBITDA ($000's) 1
Consolidated Interest Charges ($000's) 1
Consolidated Interest Coverage Ratio
Consolidated Leverage Ratio (Maximum 3.25)
Consolidated Funded Indebtedness ($000's)
Securitization Obligations ($000's)
Consolidated EBITDA ($000's) 1
Consolidated Leverage Ratio
1
As of the date of determination, Consolidated EBITDA and Interest Charges are
calculated for the period of the four prior fiscal quarters ending on the date
of determination
Exhibit A
Page 2
EXHIBIT B
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Assignment and Assumption") is
dated as of the Effective Date set forth below and is entered into by and
between [the][each]1 Assignor identified in item 1 below ([the][each, an]
"Assignor") and [the][each]2 Assignee identified in item 2 below ([the][each,
an] "Assignee"). [It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees]3 hereunder are several and not joint.]4
Capitalized terms used but not defined herein shall have the meanings given to
them in the Five-Year Credit Agreement identified below (as amended, the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto (the
"Standard Terms and Conditions") are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth
herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the