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Exhibit 4.1
UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.
THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF DTC OR A NOMINEE THEREOF. THIS SECURITY MAY
NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY
REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN
DTC OR SUCH NOMINEE, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
H.J.
HEINZ COMPANY
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No.
1
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U.S.
$ 500,000,000
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CUSIP:
A23074AJ2
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H.J.
HEINZ COMPANY, a corporation duly organized and existing under
the laws of the Commonwealth of Pennsylvania (herein called
the “ Company ”,
which term includes any successor Person under the Indenture
referred to on the reverse hereof), for value received, hereby
promises to pay to Cede & Co. , or
registered assigns, the principal sum of FIVE HUNDRED MILLION
UNITED STATES DOLLARS on July 15, 2013 and to pay interest
thereon from July 15, 2008 or from the most recent Interest
Payment Date to which interest has been paid or duly provided
for, semi-annually in arrears on January 15 and July 15 in
each year, commencing January 15, 2009 at the rate of 5.350%
per annum, until the principal hereof is paid or made
available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment
Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the
January 1 or July 1 (whether or not a Business Date), as the
case may be, next preceding such Interest Payment Date. Except
as otherwise provided in the Indenture, any such interest not
so timely paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close
of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof
shall be given to Holders of Securities of this series not
less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice
as may be required by such exchange, all as more fully
provided in said Indenture.
Payment
of the principal of (and premium, if any) and any such
interest on this Security will be made at the office or agency
of the Company maintained for that purpose, pursuant to the
Indenture, which shall initially be the Corporate Trust Office
of the Trustee located at 551 Madison Avenue, 11th Floor, New
York, NY 10022, Attn: Corporate Trust Department 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 debt. The Company, by or through the
Trustee, may at its option pay interest by United States
dollar check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register;
provided ,
however , that
payments to The Depository Trust Company (“DTC”)
will be made by wire transfer of immediately available funds
to the account of DTC or its nominee.
Reference
is hereby made to the further provisions of this Security set
forth on the reverse side hereof, which further provisions
shall for all purposes have the same effect as if set forth at
this place.
Unless
the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, directly or
through an Authenticating Agent, by manual signature of an
authorized signatory, this Security shall not be entitled to
any benefit under the Indenture or be valid or obligatory for
any purpose.
IN
WITNESS WHEREOF, the Company has caused this instrument to be
duly executed.
Dated:
July 15, 2008
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H.J.
HEINZ COMPANY
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By:
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Name:
Leonard A. Cullo, Jr.
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Title:
Vice President-Treasurer
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CERTIFICATE OF
AUTHENTICATION
This is
one of the Securities of the series designated herein issued under
the Indenture described herein.
Dated:
July __, 2008
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UNION
BANK OF CALIFORNIA, N.A.
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By:
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Authorized
Officer
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[Form
of Reverse]
This
Security is one of a duly authorized issue of securities of
the Company (herein called the “ Securities
”), issued and to be issued in one or more series under
an Indenture, dated as of July 15, 2008 (herein called the
“ Indenture
”), between the Company and Union Bank of California,
N.A., as Trustee (herein called the “ Trustee ”,
which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face
hereof, limited in aggregate principal amount to U.S.
$500,000,000
, subject to the Company ’ s right from time to time,
without giving notice to or seeking the consent of the holders of
the Securities, to issue an unlimited amount of additional
securities in one or more series having the same ranking and the
same interest rate, maturity and other terms as
the Securities other than issue date, issue price and the payment
of interest accruing prior to the issue date of the additional
securities .
The
Securities of this series are issuable in registered form, without
coupons in denominations of U.S. $2,000 or any integral
multiple of $1,000 in excess thereof. As provided in the Indenture
and subject to certain limitations therein set forth Securities of
this Series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of any authorized
denominations, as requested by the Holder surrendering the same,
upon surrender of the Security or Securities to be exchanged at any
office or agency described below where Securities of this series
may be presented for registration of transfer.
The
Securities of this series are subject to redemption at any
time, as a whole or in part, at the election of the Company,
at a Redemption Price equal to the greater of the following
amounts:
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100%
of the principal amount of the Securities being redeemed on
the Redemption Date; or
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the
sum of the present values of the remaining scheduled payments
of principal and interest on the Securities being redeemed on
that Redemption Date (not including any portion of any
payments of interest accrued to the Redemption Date)
discounted to the Redemption Date on a semiannual basis at the
Treasury Rate (as defined below), as determined by the
Reference Treasury Dealer (as defined below), plus 35 basis
points;
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plus,
in each case, accrued and unpaid interest on the Securities to
the Redemption Date; provided, however
, that installments of interest on this Security whose Stated
Maturity is on or prior to such Redemption Date will be
payable to the Holder of this Security, or one or more
Predecessor Securities, of record as of the close of business
on the Regular Record Dates for such interest referred to on
the face hereof, all as provided in the
Indenture.
Partial
redemption must be made in an amount not less than U.S. $2,000
or any integral multiple of $1,000 in excess
thereof.
Notice
of redemption will be given by mail to Holders of Securities,
not more than 60 days nor less than 30 days prior to the date
fixed for redemption, all as provided in the
Indenture.
In
the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for
the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.
“Comparable
Treasury Issue” means the United States Treasury
security selected by the Reference Treasury Dealer as having a
maturity comparable to the remaining term of the Securities to
be redeemed that would be utilized, at the time of selection
and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Securities.
“Comparable
Treasury Price” means, with respect to any Redemption
Date, (i) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations,
or (ii) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such
quotations, or (iii) if only one Reference Treasury Dealer
Quotation is received, such quotation.
“Reference
Treasury Dealer” means (i) J.P. Morgan Securities Inc.,
Banc of America Securities LLC and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (or their affiliates which are
Primary Treasury Dealers (as defined below)), and their
successors; provided ,
however , that if
any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a
“Primary Treasury Dealer”), the
Company
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