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Exhibit 4.3
ABBOTT LABORATORIES
ACTIONS OF THE AUTHORIZED OFFICERS
Pursuant to the authority granted by the Board of Directors of Abbott
Laboratories ("Corporation") in its February 9, 2001 resolutions, the
undersigned agree as follows:
1. The Corporation shall issue $1,650,000,000 aggregate principal
amount of the Corporation's 5.125% Notes due July 1, 2004 ("Notes due 2004"),
and $1,600,000,000 aggregate principal amount of the Corporation's 5.625% Notes
due July 1, 2006 ("Notes due 2006," and, together with the Notes due 2004, the
"Notes").
2. The Corporation shall issue and sell the Notes due 2004 and
the Notes due 2006 to Banc of America Securities LLC, Goldman, Sachs & Co.,
Salomon Smith Barney Inc., Banc One Capital Markets, Inc., Morgan Stanley & Co.
Incorporated, ABN AMRO Incorporated, BMO Nesbitt Burns Corp., First Union
Securities, Inc., ING Barings LLC, SG Cowen Securities Corporation, Wachovia
Securities, Inc., and The Williams Capital Group, L.P. (collectively,
"Underwriters") pursuant to an Underwriting Agreement dated June 28, 2001, and a
Pricing Agreement dated June 28, 2001 ("Pricing Agreement"), between the
Corporation and the Underwriters, upon the terms and conditions set forth
therein, to be issued under and in accordance with an Indenture, dated as of
February 9, 2001, between the Corporation and the Bank One Trust Company, N.A.,
as Trustee ("Trustee"), relating to the Notes due 2004 and the Notes due 2006
and other obligations ("Indenture").
3. In addition to the other terms provided in the Indenture with
respect to securities issued thereunder, all as more particularly described in
the Pricing Agreement, the Prospectus and the Prospectus Supplement relating to
the Notes and the forms of Notes referred to below, the Notes shall contain the
following terms:
(a) The Notes due 2004 shall be entitled "5.125% Notes due July 1,
2004", and the Notes due 2006 shall be entitled "5.625% Notes due July
1, 2006";
(b) The Notes due 2004 shall be limited in aggregate principal amount
to $1,650,000,000 and the Notes due 2006 shall be limited in aggregate
principal amount to $1,600,000,000, subject to any increase in the
aggregate principal amount of the Notes due 2004 and the Notes due 2006
which the Corporation may in its discretion effectuate in the future.
(c) Interest shall be payable to the persons in whose names the Notes
due 2004 and the Notes due 2006 are registered at the close of business
on the applicable Regular Record Date (as defined below);
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(d) The principal of the Notes due 2004 is payable on July 1, 2004,
and the principal of the Notes due 2006 is payable on July 1, 2006;
(e) The Notes due 2004 shall bear interest at the rate of 5.125% per
annum beginning July 5, 2001. The Notes due 2006 shall bear interest at
the rate of 5.625% per annum beginning July 5, 2001. Interest on the
Notes due 2004 and the Notes due 2006 will be payable semi-annually on
the first day of January and July of each year (each an "Interest
Payment Date"), commencing on January 1, 2002. Interest shall be paid
to persons in whose names the Notes due 2004 and the Notes due 2006 are
registered on the December 15 or June 15 preceding the Interest Payment
Date (each a "Regular Record Date");
(f) Payment of the principal of, and any premium and interest on, the
Notes due 2004 and the Notes due 2006 will be made at the office or
agency of the Corporation maintained for that purpose in Chicago,
Illinois;
(g) The Notes due 2004 and the Notes due 2006 may be redeemed at any
time at Abbott's option, in whole or from time to time in part, at a
redemption price equal to the sum of (1) the principal amount of the
Notes due 2004 and the Notes due 2006 being redeemed plus accrued
interest to the redemption date and (2) the Make-Whole Amount, as such
term is defined in the Prospectus Supplement, if any;
(h) The Notes due 2004 and the Notes due 2006 shall not provide for
any sinking fund;
(i) The Notes due 2004 and the Notes due 2006 are issuable only in
registered form without coupons in denominations of $1,000 and any
integral multiple thereof;
(j) The payment of the principal of, and any premium and interest on,
the Notes due 2004 and the Notes due 2006 shall be made in such coin or
currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts;
(k) The payment of principal of, and any premium and interest on, the
Notes due 2004 and the Notes due 2006 shall not be determined with
reference to an index or formula;
(l) There shall be no optional currency or currency unit in which the
payment of principal of, and any premium and interest on, the Notes due
2004 and the Notes due 2006 shall be payable;
(m) Both Section 13.2 and 13.3 of the Indenture shall apply to the
Notes due 2004 and the Notes due 2006;
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(n) The Notes due 2004 and the Notes due 2006 shall be in the form
of Book-Entry Securities as set forth in the Indenture;
(o) The principal amount of the Notes due 2004 and the Notes due 2006
shall be payable upon declaration of acceleration pursuant to Section
5.2 of the Indenture; and
(p) The other terms and conditions of the Notes due 2004 and the Notes
due 2006 shall be substantially as set forth in the Indenture and in
the Prospectus and the Prospectus Supplement relating to the Notes due
2004 and the Notes due 2006.
4. The forms of the Notes due 2004 and the Notes due 2006 shall be
substantially as attached hereto as EXHIBIT A.
5. The price at which the Notes due 2004 shall be sold by the
Corporation to the Underwriters pursuant to the Pricing Agreement shall be
99.381% of the principal amount thereof, plus accrued interest, if any, from
July 5, 2001 to the time of delivery of the Notes due 2004.
6. The price at which the Notes due 2006 shall be sold by the
Corporation to the Underwriters pursuant to the Pricing Agreement shall be
99.071% of the principal amount thereof, plus accrued interest, if any, from
July 5, 2001 to the time of delivery of the Notes due 2006.
7. The Notes due 2004 initially will be offered to the public by the
Underwriters at 99.831% of the principal amount thereof, plus accrued interest,
if any, from July 5, 2001 to the time of delivery of the Notes due 2004.
8. The Notes due 2006 initially will be offered to the public by the
Underwriters at 99.671% of the principal amount thereof, plus accrued interest,
if any, from July 5, 2001 to the time of delivery of the Notes due 2006.
9. The execution and delivery of the Pricing Agreement, dated June 28,
2001, and substantially in the form attached hereto as EXHIBIT B, is hereby
approved.
10. Any officer of this Corporation is hereby authorized and empowered
to execute the Notes due 2004 and the Notes due 2006 of this Corporation in the
forms he or she deems appropriate, and to deliver such Notes to the Trustee with
a written order directing the Trustee to have the Notes authenticated and
delivered to such persons as such officer designates.
11. Bank One Trust Company, N.A. is hereby designated and appointed
as Paying Agent and Securities Registrar with respect to the Notes due 2004 and
the Notes due 2006.
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Dated: June 28, 2001
AUTHORIZED OFFICERS OF
ABBOTT LABORATORIES
By /s/ Greg W. Linder
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Name: Greg W. Linder
Title: Vice President and
Treasurer
By /s/ T.C. Freyman
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Name: T.C. Freyman
Title: Senior Vice President,
Finance and Chief
Financial Officer
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