Form of 3.75% Notes due 2012.


 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 
  

			
	 R-1
	  	$350,000,000.00
		
	 REGISTERED
	  	(Principal Amount)
		
	 GLOBAL SECURITY
	  	CUSIP: 191219BU7

 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 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 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. 
  

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 “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 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 Redemption
Date but for such redemption; provided, however, that, if such 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 Redemption Date. 
 On and after the Redemption Date, unless the Company defaults in the payment of
the redemption price, interest will cease to accrue on the Notes called for redemption. On or before any Redemption Date, the Company shall deposit with a paying agent (or the Trustee (as defined herein)) money sufficient to pay the redemption price
of and accrued interest on the Notes to be redeemed on such 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 August 1, 2008 (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 

  

 3 







 
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 “3.75% Notes due 2012” (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 $350,000,000.00. 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. 
 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. 
  

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 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 $2,000 and 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. 
 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.

  

			
	COCA-COLA ENTERPRISES INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	Attest:
		
	By:	 	  

	Name:	 	
	Title:	 	

 Date: February 20, 2009 
 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 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.