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Exhibit
4.1(b)
REGISTERED
No. 1
(SPECIMEN)
KRAFT FOODS INC.
6.125% NOTE DUE
2018
representing
$500,000,000
CUSIP No. 50075N AV6
THIS NOTE IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS
AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITORY TRUST COMPANY (THE
“DEPOSITARY”) TO A NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY), 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.
KRAFT FOODS INC., a Virginia
corporation (hereinafter called the “Company”, which
term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to
pay to Cede & Co. or registered assigns, the principal sum
of $500,000,000 on August 23, 2018, and to pay interest
thereon from May 22, 2008 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semiannually on February 23 and August 23 in each year,
commencing February 23, 2009, at the rate of 6.125% 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 the Indenture, be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for
such interest, which shall be February 8 or August 8
(whether or not a Business
Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to
the Holder on such Regular Record Date and may be paid to the
Person in whose name this Note (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 for the Notes, notice whereof shall be given to
Holders of Notes not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Notes 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 interest on this Note will be made at the office or agency of
the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, 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; provided ,
however , that at the option of the Company payment of
interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Securities
Register or by wire transfer to an account maintained by the payee
at a bank located in the United States. All payments of principal
and interest in respect of this Note will be made by the Company in
immediately available funds.
Additional provisions of this
Note are contained on the reverse hereof, and such provisions shall
have the same effect as though fully set forth in this
place.
Unless the certificate of
authentication hereon has been executed by or on behalf of the
Trustee for the Notes by manual signature, this Note shall not be
entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, KRAFT
FOODS INC. has caused this instrument to be duly executed under its
corporate seal.
Dated: May
, 2008
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KRAFT FOODS INC. |
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By: |
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Name: |
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Timothy
R. McLevish |
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Title: |
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Executive Vice President and Chief Financial
Officer |
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[SEAL]
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Attest: |
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By: |
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Name: |
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Carol J.
Ward |
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Title: |
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Vice
President and Corporate Secretary |
CERTIFICATE OF
AUTHENTICATION
This is one of the Securities
of the series designated therein described in the within-mentioned
Indenture.
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| DEUTSCHE BANK TRUST COMPANY AMERICAS, |
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| By: |
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Authorized Officer |
(Reverse of Note)
KRAFT FOODS INC.
This Note is one of a duly
authorized issue of debentures, notes or other evidences of
indebtedness (hereinafter called the “Securities”) of
the Company of the series hereinafter specified, which series is
limited in aggregate principal amount to $500,000,000 (except as
provided in the Indenture hereinafter mentioned), all such
Securities issued and to be issued under an Indenture dated as of
October 17, 2001 between the Company and Deutsche Bank Trust
Company Americas (as successor to The Bank of New York and The
Chase Manhattan Bank), as Trustee (herein called the
“Indenture”), to which Indenture and all other
indentures supplemental thereto reference is hereby made for a
statement of the rights and limitations of rights thereunder of the
Holders of the Securities and of the rights, obligations, duties
and immunities of the Trustee for each series of Securities and of
the Company, and the terms upon which the Securities are and are to
be authenticated and delivered. As provided in the Indenture, the
Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different
rates, may be subject to different redemption provisions, if any,
may be subject to different sinking, purchase or analogous funds,
if any, may be subject to different covenants and Events of Default
and may otherwise vary as in the Indenture provided or permitted.
This Note is one of a series of the Securities designated therein
as 6.125% Notes due 2018 (the “Notes”).
The Company may, without the
consent of the Holders of the Notes, issue additional notes having
the same ranking and the same interest rate, maturity and other
terms as the Notes, except for the issue price, issue date and, in
some cases, the first payment of interest or interest accruing
prior to the issue date of such additional notes. Any additional
notes having such similar terms, together with the Notes, shall
constitute a single series of notes under the Indenture. No
additional notes may be issued if an Event of Default has occurred
with respect to the Notes.
Change of Control
If a Change of Control
Triggering Event (as defined below) occurs, unless the Company has
exercised its right to redeem the Notes, Holders may require the
Company to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of their Notes
pursuant to an offer (the “Change of Control Offer”) of
payment in cash equal to 101% of the aggregate principal amount of
Notes repurchased plus accrued and unpaid interest, if any, on the
Notes repurchased, to the date of purchase (the “Change of
Control Payment”). Within 30 days following any Change of
Control Triggering Event, the Company will mail a notice to Holders
describing the transaction or transactions that constitute the
Change of Control Triggering Event and offering to repurchase the
Notes on the date specified in the notice, which date will be no
earlier than 30 days and no later than 60 days from the date such
notice is mailed (the “Change of Control Payment
Date”), pursuant to the procedures described in such notice.
The Company must comply with the requirements of Rule 14e-1 under
the Securities Exchange Act of 1934 (the “Exchange
Act”) and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable
in connection with the repurchase of the Notes as a result of a
Change of Control Triggering Event. To the extent that the
provisions of any securities laws or
regulations conflict with the Change of
Control provisions of the Notes, the Company will c
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