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6.125% Senior Notes due September 15, 2039

Promissory Note

6.125% Senior Notes due September 15, 2039 | Document Parties: BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | CEDE & CO | CVS CAREMARK CORPORATION You are currently viewing:
This Promissory Note involves

BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | CEDE & CO | CVS CAREMARK CORPORATION

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Title: 6.125% Senior Notes due September 15, 2039
Governing Law: New York     Date: 9/11/2009
Industry: Retail (Drugs)     Sector: Services

6.125% Senior Notes due September 15, 2039, Parties: bank of new york mellon trust company  n.a. , cede & co , cvs caremark corporation
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Exhibit 4.1

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS 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.

 

UNLESS AND UNTIL THIS GLOBAL NOTE IS EXCHANGED IN WHOLE OR IN PART FOR A GLOBAL NOTE IN DEFINITIVE REGISTERED FORM, THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

 

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CVS CAREMARK CORPORATION

                                                                                     

 

No. [     ]

[$          ]

CUSIP No. 126650BR0

 

ISIN No. US126650BR04

 

 

6.125% Senior Notes due September 15, 2039

 

CVS CAREMARK CORPORATION, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “ Company ”), for value received promises to pay to CEDE & CO., or registered assigns, the principal sum of [$        ] on September 15, 2039.  If such maturity date is not a Business Day, then payment of principal will be made on the next succeeding Business Day.

 

Interest Payment Dates: March 15 and September 15.

 

Record Dates: Each March 1 and September 1, immediately preceding each Interest Payment Date.

 

Additional provisions of this Note are set forth on the reverse side of this Note.

 

 

 

 

 

 

 

[Remainder of page intentionally left blank]

 

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

 

 

CVS CAREMARK CORPORATION

 

 

 

 

 

 

By:

 

 

 

 

Name: 

Carol A. DeNale

 

 

 

Title: 

Vice President and Treasurer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

Name: 

David Denton

 

 

 

Title: 

Senior Vice President and Controller/Chief Accounting Officer

 

 

 

 

 

 

 

3


 

Dated: September 11, 2009

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

 

as Trustee, certifies that this is one of the Debt Securities referred to in the Indenture.

 

 

 

 

 

 

 

By

 

 

 

 

 

 Authorized Signatory

 

 

 

 

 

 

 

 

 

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6.125% Senior Notes due September 15, 2039

 

This Note is one of a duly authorized series of Notes of CVS Caremark Corporation, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “ Company ”), designated as its 6.125% Senior Notes due September 15, 2039 (hereinafter referred to as the “ Notes ”).

 

(a)        Interest

 

The Company promises to pay interest on the principal amount of this Note at the rate per annum shown above.

 

The Company will pay interest on the Notes semi-annually on March 15 and September 15 of each year, commencing March 15, 2010.  Interest on the Notes will accrue from the most recent date to which interest has been paid, or, if no interest has been paid, from September 11, 2009.  Interest will be computed on the basis of a 360-day year of twelve 30-day months.  The Company shall pay interest on overdue principal at the rate borne by the Notes.  If any interest payment date is not a Business Day, then payment of interest will be made on the next succeeding Business Day and no interest will accrue on the amount so payable for the period from such interest payment date to the date payment is made.

 

(b)        Method of Payment

 

The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders thereof at the close of business on the March 1 and September 1 preceding the interest payment date even if the Notes are canceled after the record date and on or before the interest payment date.  Holders must surrender Notes to a Paying Agent to collect principal payments.  The Company will pay principal, premium, if any, and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts by wire transfer of immediately available funds to the accounts specified by the Holders, or, if no such account is specified, the Company may pay principal and interest by check payable in such money.  It may mail an interest check to a Holder’s registered address.

 

(c)        Paying Agent and Registrar

 

Initially, The Bank of New York Mellon Trust Company, N.A., a national banking association (the “ Trustee ”), will act as Paying Agent and Registrar.  The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice.  The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.

 

5


 

(d)        Indenture

 

The Company issued the Notes under an Indenture dated as of August 15, 2006 (the “ Indenture ”), between the Company and the Trustee.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.  ss.ss.  77aaa-77bbbb) as in effect on the date of the Indenture (the “ TIA ”).  Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture.  The Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of those terms.

 

The Notes are general obligations of the Company initially limited to $1,000,000,000 aggregate principal amount (subject to Section 2.08 of the Indenture).  The Company may at any time issue additional Notes under the Indenture in unlimited amounts having the same terms as and treated as a single class with the Notes for all purposes under the Indenture and will vote together as one class with respect to the Notes.  The Indenture imposes certain limitations on the incurrence of certain additional indebtedness by the Company and certain of its subsidiaries and the entry into certain sale and leaseback arrangements by the Company and certain of its subsidiaries.  The Indenture also restricts the ability of the Company to consolidate or merge with or into, or to transfer all or substantially all its assets to, another person.

 

(e)        Optional Redemption

 

The Company, at its option, may at any time redeem all or any portion of the Notes, at a redemption price, plus accrued and unpaid interest to the date of redemption, equal to the greater of (i) 100% of their principal amount or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 50 basis


 
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