Exhibit 4.1
REGISTERED
No.
PHILIP MORRIS INTERNATIONAL
INC.
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6.875% NOTES DUE 2014
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PRINCIPAL
AMOUNT
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$
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CUSIP NO.
718172 AG4
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ISIN NO.
US718172AG43
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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.
PHILIP MORRIS INTERNATIONAL 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
$
on March 17, 2014, and to pay interest thereon from
November 17, 2008 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for,
semi-annually in arrears on March 17 and September 17, in
each year, commencing March 17, 2009, at the rate of
6.875% 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 March 2 or September 2,
(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
premium, if any) 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 at such place and to
such account at a banking institution in the United States as may
be designated in writing to the Trustee at least 15 days prior to
the date for payment by the person entitled thereto. All payments
of principal, premium, if any, 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, PHILIP MORRIS
INTERNATIONAL INC. has caused this instrument to be duly executed
under its corporate seal.
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Dated:
November 17, 2008
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PHILIP MORRIS
INTERNATIONAL INC.
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By:
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Name:
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Marco
Kuepfer
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Title:
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Vice President
Finance and Treasurer
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[SEAL]
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Attest:
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By:
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Name:
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G. Penn
Holsenbeck
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Title:
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Vice President
and Corporate Secretary
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Signature page to 2014 global
note no. 1
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated therein described in the within-mentioned
Indenture.
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HSBC BANK USA,
NATIONAL ASSOCIATION,
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as
Trustee
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By:
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Authorized Officer
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(Reverse of Note)
PHILIP MORRIS INTERNATIONAL
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 $1,250,000,000 (except as
provided in the Indenture hereinafter mentioned), all such
Securities issued and to be issued under an Indenture dated as of
April 25, 2008 between the Company and HSBC Bank USA, National
Association, 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