Form of 3.500% Notes due 2020



 Exhibit 4.2 

[Form of Notes] 
 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. 
 INTERNATIONAL CCE INC. 

3.500% NOTES DUE 2020 
  

			
	 	 	$                
		
	 REGISTERED
	 	(Principal Amount)
		
	 GLOBAL SECURITY
	 	CUSIP: 459284 AB1


INTERNATIONAL CCE 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 Dollars
         ($         ) on September 15, 2020 (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 3.500% 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 15 and September 15 (each, an “Interest Payment Date”) in each year commencing on March 15, 2011, 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
15th 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
September 14, 2010, 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 nor
more than 60 days’ notice mailed to the Holders of the Notes to be redeemed, on a date fixed for redemption therefor (an “Optional 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 such Optional 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 0.20% (20 basis points), plus, in either case, accrued and unpaid interest on the principal amount being redeemed 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 14, 2010 to, but excluding, such Optional Redemption Date. 

“Treasury Rate” means, with respect to any Optional 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 Optional 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 Optional 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. 

 

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 “Independent Investment Banker” means any of the Reference Treasury Dealers (as
defined herein) appointed by the Company. 
 “Comparable Treasury Price” means, with respect to any Optional
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 Optional 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 Optional 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 Optional 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 Optional Redemption Date. 
 “Reference Treasury Dealer” means each of Banc of America Securities
LLC, Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and RBS Securities Inc. and their respective successors and any
other nationally recognized investment banking firm that is a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”) appointed from time to time by the Company; provided that if any of the foregoing shall
cease to be a Primary Treasury Dealer, the Company shall substitute for such entity another nationally recognized investment banking firm that is a Primary Treasury Dealer. 

“Remaining Scheduled Payments” means, with respect to each Note to be redeemed, the remaining scheduled payments of the
principal thereof and interest thereon that would be due after the related Optional Redemption Date but for such redemption; provided, however, that, if such Optional Redemption Date is not an Interest Payment Date with respect to such Note, the
amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to, but excluding, such Optional Redemption Date. 

In the event that the Company does not consummate the Transaction (as defined in the Business Separation and Merger Agreement, dated as
of February 25, 2010 (the “Merger Agreement”), among the Company, The Coca-Cola Company, Coca-Cola Enterprises Inc. and Cobalt Subsidiary LLC), on or prior to May 25, 2011, or the Merger Agreement is terminated at any time prior
thereto, then the Company must redeem all of the Notes on the Special Mandatory Redemption Date (as defined below) at a redemption price equal to 101% of the aggregate principal amount of the Notes outstanding, plus accrued and unpaid interest 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 14, 2010 to, but excluding, the Special Mandatory Redemption Date. 

 

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 The “Special Mandatory Redemption Date” means the earlier to
occur of (1) June 25, 2011, if the Transaction has not been completed on or prior to May 25, 2011, or (2) the
30th day (or if such day is not a Business Day, the first
Business Day thereafter) following the termination of the Merger Agreement. 
 The “Redemption Date” means any
Optional Redemption Date or the Special Mandatory Redemption Date, as the case may be. 
 The Company will cause the notice of
Special Mandatory Redemption to be mailed, with a copy to the Trustee (as defined herein), within five Business Days after the occurrence of the event triggering redemption to each Holder of Notes at its registered address. 

On and after a Redemption Date, unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the
Notes to be redeemed. On or before such Redemption Date, the Company shall deposit with a paying agent (or the Trustee) money sufficient to pay the redemption price of and accrued interest on such Notes on such Redemption Date. 

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 September 14, 2010 (the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, 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 form and the terms of the 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
“3.500% Notes due 2020” (the “Notes”). The Indenture does not limit the aggregate principal amount of Securities that may be issued thereunder. 

Payment of the principal of, premium, if any, and interest on this Note will be made by wire transfer in immediately available funds to
an account maintained by the Depositary for such purpose. 
 The Notes will not be subject to any sinking fund. 

The Notes will be initially issued in an aggregate principal amount of $525,000,000. The Company may, without notice to or consent of the
Holders or beneficial owners of the Notes, issue as a separate offering additional notes having the same ranking, interest rate, maturity and other terms as the Notes. The Notes and any such additional notes will constitute a single series.

 The Notes will constitute part of the Company’s unsecured and unsubordinated obligations and will rank equally in right
of payment to all of the Company’s other existing and future unsecured senior obligations. 
  

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 The Notes are subject to the defeasance provisions of the Indenture. 

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 under the Indenture to be effected at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Outstanding
(as defined in the Indenture) Securities under the Indenture affected by such amendment and modification. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Outstanding Securities of any 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 premium, if any, 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 $100,000 and integral multiples of $1,000 in excess
thereof. 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. 
  

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 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 WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES OF SUCH STATE OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401. 

All terms used but not defined in this Note that 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 Deutsche Bank Trust Company Americas, 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. 

 

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 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or
in facsimile. 
  

			
	 INTERNATIONAL CCE INC.

		
	 By:
	 	  

		 	Name:
		 	Title:


 Attest: 

 

			
	 By:
	 	  

		 	Name:
		 	Title:

 Date: September 14, 2010 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

 

			
	 DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee,

		
	 By:
	 	  

		 	Authorized Signatory









 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 an eligible guarantor.