Exhibit 4.1
UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (THE “DEPOSITARY”), 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 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.
UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY,
THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
COCA-COLA ENTERPRISES
INC.
3.75% NOTES DUE 2012
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R-1
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$350,000,000.00
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REGISTERED
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(Principal Amount)
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GLOBAL SECURITY
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CUSIP: 191219BU7
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COCA-COLA ENTERPRISES INC., a
corporation duly organized and existing under the laws of the State
of Delaware (the “Company”), which term includes any
successor corporation under the Indenture referred to herein), for
value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of Three Hundred Fifty
Million Dollars ($350,000,000.00) on March 1, 2012 (the
“Stated Maturity Date”), unless redeemed on a
Redemption Date (as defined herein) prior to the Stated Maturity
Date (the Stated Maturity Date or any Redemption Date is also
referred to herein as the “Maturity Date” with respect
to the principal repayable on such date), in such coin or currency
of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to
pay interest thereon, in like coin or currency, at a rate of
3.75% per year, computed on the basis of a 360-day year
consisting of twelve 30-day months, until the principal hereof is
paid or duly made available for payment, semi-annually in arrears
on March 1 and September 1 (each, an “Interest
Payment Date”) in each year commencing on September 1,
2009, to the registered holder of this Note (the
“Holder”) as of
the close of
business on the “Regular Record Date” for such interest
payment, which shall be the 15 th calendar day preceding the
respective Interest Payment Date (whether or not a Business Day (as
defined herein)). Interest on this Note will accrue from the most
recent Interest Payment Date to which interest has been paid or
duly provided for or, if no interest has been paid, from
February 20, 2009, until the principal hereof has been paid or
duly made available for payment. If the Maturity Date or an
Interest Payment Date falls on a day which is not a Business Day,
principal, premium, if any, and interest payable with respect to
such Maturity Date or Interest Payment Date, as the case may be,
will be paid on the next succeeding Business Day with the same
force and effect as if made on such Maturity Date or Interest
Payment Date, as the case may be, and no interest shall accrue on
the amount so payable for the period from and after such Maturity
Date or Interest Payment Date. 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 Notes) is registered at
the close of business on the Regular Record Date for such interest
payment. 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 shall be paid to the Persons, and on the
notice, as is provided in the Indenture. As used herein,
“Business Day” means each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking
institutions in The City of New York are authorized or obligated by
law or executive order to close.
The Notes will be redeemable, in
whole or in part at the option of the Company, at any time, or from
time to time, on no less than 30 or more than 60 days’ notice
mailed to the Holders of the Notes to be redeemed, on a date fixed
for redemption therefor (a “Redemption Date”) at a
redemption price equal to the greater of (a) 100% of the
principal amount of the Notes to be redeemed and (b) the sum
of the present values of the Remaining Scheduled Payments (as
defined herein) discounted to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined herein) plus 0.40% (40 basis
points), plus, in either case, accrued and unpaid interest, if any,
on the principal amount being redeemed to, but excluding, the
Redemption Date.
“Treasury Rate” means,
with respect to any Redemption Date, the rate per year equal to the
semi-annual equivalent yield to maturity (computed as of the second
Business Day immediately preceding such Redemption Date) of the
Comparable Treasury Issue (as defined herein), assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price (as
defined herein) for such Redemption Date.
“Comparable Treasury
Issue” means the United States Treasury security selected by
an Independent Investment Banker 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 Notes to be
redeemed.
“Independent Investment
Banker” means any of the Reference Treasury Dealers (as
defined herein) appointed by the Company.
2
“Comparable Treasury
Price” means, with respect to any Redemption Date,
(a) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third Business Day preceding such
Redemption Date, as set forth in the daily statistical release (or
any successor release) published by the Federal Reserve Bank of New
York and designated “Composite 3.30 p.m. Quotations for U.S.
Government Securities” or (b) if such release (or any
successor release) is not published or does not contain such prices
on such Business Day, (1) the average of the Reference
Treasury Dealer Quotations (as defined herein) for such Redemption
Date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or (2) if fewer than five such
Reference Treasury Dealer Quotations are obtained, the average of
all such Quotations.
“Reference Treasury Dealer
Quotation” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as
a percentage of its principal amount) quoted in writing by such
Reference Treasury Dealer as of 3:30 p.m., New York City time, on
the third Business Day preceding such Redemption Date.
“Reference Treasury
Dealer” means each of Banc of America Securities LLC,
Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and J.P.
Morgan Securities Inc. and their respective s