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Exhibit 4.1(b)
REGISTERED
No. 1
KRAFT FOODS INC.
6.75% NOTE DUE 2014
representing
$500,000,000
CUSIP No. 50075N AX2
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 February 19, 2014, and to pay
interest thereon from December 19, 2008 or from the most
recent Interest Payment Date to which interest has been paid or
duly provided for, semiannually on February 19 and
August 19, in each year, commencing February 19, 2009, at
the rate of 6.75% 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 4 or August 4 (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 Holders 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.
Signature Page Follows
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IN WITNESS WHEREOF, KRAFT FOODS INC. has caused
this instrument to be duly executed under its corporate
seal.
Dated: December 19, 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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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
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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, as
Trustee
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By:
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Name:
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Carol Ng
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Title:
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Vice President
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(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 6.75% Notes due 2014 (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
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with the Change of Control provisions of the
Notes, the Company will comply with the applicable securities laws
and regulations and will not be deemed to have breached its
obligations under the Change of Control provisions of the Notes by
virtue of such conflicts.
On the Change of Control Payment Date, the Company will, to the
extent l
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