EXHIBIT 4.01
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("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 IN 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.
COCA-COLA ENTERPRISES INC.
7.125% NOTE DUE 2009
R-1 $200,000,000
REGISTERED (Principal Amount)
GLOBAL SECURITY CUSIP: 191219-BG-8
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, upon
presentation, the principal sum of Two Hundred Million Dollars
($200,000,000) on September 30, 2009 (the "Maturity 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 7.125% per annum, 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,
semiannually in arrears on March 30 and September 30 (each an
"Interest Payment Date") in each year commencing on March 30,
2000, 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 March 15 and September 15
next preceding such Interest Payment Date, and on the Maturity
Date shown above. 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
September 22, 1999, 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,
as defined below, principal or 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, subject to certain exceptions provided in the Indenture (as
defined below), 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;
provided, however, that interest payable on the Maturity Date
will be payable to the Person to whom the principal hereof is
payable. 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 any day, other than a Saturday or Sunday, on
which banks in the City of New York are not required or
authorized by law to close.
Payment of the principal of and interest on this Note
will be made by wire transfer in immediately available funds to
an account maintained by DTC for such purpose.
This Note is one of a duly authorized issue of
securities (hereinafter called the "Securities") of the Company
issued and to be issued under an Indenture dated as of July 30,
1991, as amended and supplemented by the First Supplemental
Indenture dated as of January 29, 1992 (collectively, the
"Indenture"), between the Company and The Chase Manhattan Bank,
formerly known as Chemical Bank (successor by merger to
Manufacturers Hanover Trust Company), as Trustee (herein called
the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures
supplemental thereto and the Officers' Certificate setting forth
the terms of this series of Securities reference is hereby made
for a statement of the respective rights, limitation of rights,
duties and immunities thereunder of the Company, the Trustee and
the Holders and the terms upon which the Notes are, and are to
be, authenticated and delivered. This Note is one of the series
of Securities designated as "7.125% Notes Due 2009" (the
"Notes"). The Indenture does not limit the aggregate principal
amount of Securities that may be issued thereunder.
If an Event of Default, as defined in the Indenture,
with respect to the Notes shall occur and be continuing, the
principal amount hereof may be declared, and upon such
declaration shall be due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Holders of the Securities of each series under the Indenture to
be affected at any time by the Company and the Trustee with the
consent of the Holders of 662/3% in aggregate principal amount of
the Outstanding Securities of each series under the Indenture
affected thereby. The Indenture also contains provisions
permitting the Holders of a majority in aggregate principal
amount of the Outstanding Securities of each series under the
Indenture, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain
provisions of the Indenture or such Securities and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the times,
places, and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture, and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the Security Register of the Company upon surrender
of this Note for registration of transfer at the office or agency
of the Company in the Borough of Manhattan, The City of New York,
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or by his attorney
duly authorized in writing, and thereupon one or more new Notes
of this series having the same terms as this Note, of authorized
denominations, having the same terms and conditions and for the
same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and whole multiples of $1,000.
As provided in the Indenture, and subject to certain limitations
therein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of this series having the same terms as
this Note of a different authorized denomination, as requested by
the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Note is registered as the owner hereof for all purposes, whether
or not this Note be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED IN SUCH STATE.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture and all references in the Indenture to "Security" or
"Securities" shall be deemed to include the Notes.
Unless the certificate of authentication hereon has
been executed by The Chase Manhattan Bank, formerly known as
Chemical Bank, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized
officers, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed, manually or in facsimile, and a
facsimile of its corporate seal to be imprinted hereon.
COCA-COLA ENTERPRISES INC.
S/ VICKI R. PALMER
By:________________________________
Name: Vicki R. Palmer
Title: Vice President and
Treasurer
Attest:
S/ E. LISTON BISHOP III
By:____________________________
Name: E. Liston Bishop III
Title: Assistant Secretary
[SEAL]
Date:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
as Trustee,
By: _____________________________
Name:
Title:
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. no.)
and irrevocably appoint__________________________________________
agent to transfer this Note on the books of the Company. The
agent may substitute another to act for him.
Dated:____________________ ______________________________
______________________________
NOTICE: The signature to this assignment must correspond with the
name as it appears on the first page of the within Note in every
particular, without alteration or enlargement or any change
whatever and must be guaranteed by a commercial bank or trust
company having its principal office or a correspondent in the
City of New York or by a member broker of the New York, Midwest
or Pacific Stock Exchange.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("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 IN 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.
COCA-COLA ENTERPRISES INC.
7.125% NOTE DUE 2009
R-2 $100,000,000
REGISTERED (Principal Amount)
GLOBAL SECURITY CUSIP: 191219-BG-8
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, upon
presentation, the principal sum of One Hundred Million Dollars
($100,000,000) on September 30, 2009 (the "Maturity 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 7.125% per annum, 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,
semiannually in arrears on March 30 and September 30 (each an
"Interest Payment Date") in each year commencing on March 30,
2000, 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 March 15 and September 15
next preceding such Interest Payment Date, and on the Maturity
Date shown above. 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
September 22, 1999, 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,
as defined below, principal or 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, subject to certain exceptions provided in the Indenture (as
defined below), 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;
provided, however, that interest payable on the Maturity Date
will be payable to the Person to whom the principal hereof is
payable. 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 any day, other than a Saturday or Sunday, on
which banks in the City of New York are not required or
authorized by law to close.
Payment of the principal of and interest on this Note
will be made by wire transfer in immediately available funds to
an account maintained by DTC for such purpose.
This Note is one of a duly authorized issue of
securities (hereinafter called the "Securities") of the Company
issued and to be issued under an Indenture dated as of July 30,
1991, as amended and supplemented by the First Supplemental
Indenture dated as of January 29, 1992 (collectively, the
"Indenture"), between the Company and The Chase Manhattan Bank,
formerly known as Chemical Bank (successor by merger to
Manufacturers Hanover Trust Company), as Trustee (herein called
the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures
supplemental thereto and the Officers' Certificate setting forth
the terms of this series of Securities reference is hereby made
for a statement of the respective rights, limitation of rights,
duties and immunities thereunder of the Company, the Trustee and
the Holders and the terms upon which the Notes are, and are to
be, authenticated and delivered. This Note is one of the series
of Securities designated as "7.125% Notes Due 2009" (the
"Notes"). The Indenture does not limit the aggregate principal
amount of Securities that may be issued thereunder.
If an Event of Default, as defined in the Indenture,
with respect to the Notes shall occur and be continuing, the
principal amount hereof may be declared, and upon such
declaration shall be due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Holders of the Securities of each series under the Indenture to
be affected at any time by the Company and the Trustee with the
consent of the Holders of 662/3% in aggregate principal amount of
the Outstanding Securities of each series under the Indenture
affected thereby. The Indenture also contains provisions
permitting the Holders of a majority in aggregate principal
amount of the Outstanding Securities of each series under the
Indenture, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain
provisions of the Indenture or such Securities and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note at the times,
places, and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture, and subject to certain
limitations therein set forth, the transfer of this Note may be
registered on the Security Register of the Company upon surrender
of this Note for registration of transfer at the office or agency
of the Company in the Borough of Manhattan, The City of New York,
duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or by his attorney
duly authorized in writing, and thereupon one or more new Notes
of this series having the same terms as this Note, of authorized
denominations, having the same terms and conditions and for the
same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Notes are issuable only in registered form without
coupons in denominations of $1,000 and whole multiples of $1,000.
As provided in the Indenture, and subject to certain limitations
therein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of this series having the same terms as
this Note of a different authorized denomination, as requested by
the Holder surrendering the same.
No service charge will be made for any such
registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Note is registered as the owner hereof for all purposes, whether
or not this Note be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED IN SUCH STATE.
All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture and all references in the Indenture to "Security" or
"Securities" shall be deemed to include the Notes.
Unless the certificate of authentication hereon has
been executed by The Chase Manhattan Bank, formerly known as
Chemical Bank, the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized
officers, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed, manually or in facsimile, and a
facsimile of its corporate seal to be imprinted hereon.
COCA-COLA ENTERPRISES INC.
By:________________________________
Name: Vicki R. Palmer
Title: Vice President and
Treasurer
Attest:
By:____________________________
Name: E. Liston Bishop III
Title: Assistant Secretary
[SEAL]
Date:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
as Trustee,
By: _____________________________
Name:
Title:
ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. no.)
and irrevocably appoint____________________________________________
agent to transfer this Note on the books of the Company. The
agent may substitute another to act for him.
Dated:____________________ ______________________________
______________________________
NOTICE: The signature to this assignment must correspond with the
name as it appears on the first page of the within Note in every
particular, without alteration or enlargement or any change
whatever and must be guaranteed by a commercial bank or trust
company having its principal office or a correspondent in the
City of New York or by a member broker of the New York, Midwest
or Pacific Stock Exchange.
