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.
CVS CAREMARK CORPORATION
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No. [
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CUSIP No. 126650BR0
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ISIN
No. US126650BR04
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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]
IN WITNESS WHEREOF, the Company has caused this
Note to be duly executed.
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By:
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Name:
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Carol A. DeNale
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Title:
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Vice President and
Treasurer
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By:
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Name:
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David Denton
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Title:
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Senior Vice President and
Controller/Chief Accounting Officer
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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.
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 ”).
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.
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.
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