PFIZER INC. and THE BANK OF NEW YORK MELLON, as Trustee and Principal Paying Agent SECOND SUPPLEMENTAL INDENTURE Dated as of June 2, 2009 to INDENTURE Dated as of January 30, 2001
Exhibit 4.1
and
THE BANK OF NEW YORK MELLON,
as Trustee and Principal Paying Agent
Dated as of June 2, 2009
to
INDENTURE
Dated as of January 30, 2001
€1,850,000,000 3.625% Notes due 2013
€2,000,000,000 4.750% Notes due 2016
€2,000,000,000 5.750% Notes due 2021
£1,500,000,000 6.500% Notes due 2038
TABLE OF CONTENTS
PageARTICLE ONE
Definitions
Section 101 Definition of Terms.........................................................................
7
ARTICLE TWO
General Terms and Conditions of the Euro Notes due 2013
Section 201 Designation and Principal Amount....................................................
7
Section 202 Maturity...........................................................................................7
Section 203 Form and Denominations.................................................................
7
Section 204 Interest and Interest Payment Dates.................................................
7
Section 205 Method of Payment.........................................................................
8
Section 206 Further Issues of the Euro Notes due 2013......................................
8
Section 207 Redemption.................................................................................... 8
Section 208 Global Securities.............................................................................
8
ARTICLE THREE
General Terms and Conditions of the Euro Notes due 2016
Section 301 Designation and Principal Amount.....................................................9
Section 302 Maturity...........................................................................................9
Section 303 Form and Denominations.................................................................
9
Section 304 Interest and Interest Payment Dates.................................................
9
Section 305 Method of Payment.........................................................................
9
Section 306 Further Issues of the Euro Notes due 2016......................................
9
Section 307 Redemption...................................................................................
10
Section 308 Global Securities............................................................................
10
ARTICLE FOUR
General Terms and Conditions of the Euro Notes due 2021
Section 401 Designation and Principal Amount..................................................
10
Section 402 Maturity.........................................................................................10
Section 403 Form and Denominations...............................................................
10
Section 404 Interest and Interest Payment Dates...............................................
10
Section 405 Method of Payment.......................................................................
11
Section 406 Further Issues of the Euro Notes due 2021....................................
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▇▇▇▇▇▇▇ ▇▇▇ Redemption..................................................................................
11
Section 408 Global Securities...........................................................................
11
ARTICLE FIVE
General Terms and Conditions of the Sterling Notes
Section 501 Designation and Principal Amount..................................................
12
Section 502 Maturity........................................................................................
12
Section 503 Form and Denominations...............................................................
12
Section 504 Interest and Interest Payment Dates................................................12
Section 505 Method of Payment.......................................................................
12
Section 506 Further Issues of the Sterling Notes...............................................
12
Section 507 Redemption...................................................................................
13
Section 508 Global Securities......................................................................... ..
13
ARTICLE SIX
General Terms of the Notes
Section 601 Issues of the Notes........................................................................
13
Section 602 Interest Accrual.............................................................................
14
Section 603 Calculation of Broken Interest.......................................................
14
Section 604 Payment in respect of Notes..........................................................
14
Section 605 Missing Unmatured Coupons.........................................................
15
Section 606 Payments subject to Applicable Laws........................................... 15
Section 607 Payment only on a Presentation Date...........................................
15
Section 608 Appointment of Paying Agents and Common Safe-keeper............
16
Section 609 Holder Absolute Owner................................................................ 16
Section 610 Status of the Notes........................................................................
16
Section 611 Purchases......................................................................................
17
ARTICLE SEVEN
Optional Redemption of the Notes; No Sinking Fund
Section 701 Redemption for Taxation Reasons .................................................
17
Section 702 Optional Redemption by Company................................................
18
Section 703 Provisions Relating to Partial Redemption............................... .....
20
Section 704 Cancellation..................................................................................
20
Section 705 Notices Final.................................................................................
21
Section 706 No Sinking Fund............................................................................
21
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ARTICLE EIGHT
Original Issue Amount of Notes
Section 801 Original Issue Amount of the Euro Notes due 2013.......................
21
Section 802 Original Issue Amount of the Euro Notes due 2016.......................
21
Section 803 Original Issue Amount of the Euro Notes due 2021.......................
21
Section 804 Original Issue Amount of the Sterling Notes..................................
21
ARTICLE NINE
Particular Covenants of the Company
Section 901 Limitations on Liens.....................................................................
22
Section 902 Limitations on Sale Leaseback Transactions.................................
22
Section 903 Subsidiary Guarantees.................................................................
22
Section 904 Defined Terms.............................................................................
24
ARTICLE TEN
Taxation
Section 1001 Payment without Withholding.......................................................
26
Section 1002 Interpretation...............................................................................
27
Section 1003 Additional Amounts.....................................................................
28
ARTICLE ELEVEN
Prescription
Section 1101 Prescription..................................................................................
28
ARTICLE TWELVE
Miscellaneous
Section 1201 Enforcement.................................................................................
29
Section 1202 Replacement of Notes and Coupons.............................................
29
Section 1203 Notices.........................................................................................29
Section 1204 Amendments, Consents and Waivers............................................
29
Section 1205 Meetings.......................................................................................29
Section 1206 Euroclear and Clearstream, Luxembourg.......................................
30
Section 1207 Ratification of Indenture; Controlling Terms.................................
30
Section 1208 Trustee Not Responsible for Recitals........................................... 30
Section 1209 Governing Law............................................................................
30
Section 1210 Separability .................................................................................. 30
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Section 1211 Counterparts..................................................................................
30
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Exhibits
Exhibit A Form of Temporary Global Security
Representing the Euro Notes due 2013
Exhibit B Form of Permanent Global Security
Representing the Euro Notes due 2013
Exhibit C Form of Definitive Bearer Security
Representing the Euro Notes due 2013 and Related Coupon
Exhibit D Form of Temporary Global Security
Representing the Euro Notes due 2016
Exhibit E Form of Permanent Global Security
Representing the Euro Notes due 2016
Exhibit F Form of Definitive Bearer Security
Representing the Euro Notes due 2016 and Related Coupon
Exhibit G Form of Temporary Global Security
Representing the Euro Notes due 2021
Exhibit H Form of Permanent Global Security Representing
the Euro Notes due 2021
Exhibit I Form of Definitive Bearer Security
Representing the Euro Notes due 2021 and Related Coupon
Exhibit J Form of Temporary Global Security
Representing the Sterling Notes
Exhibit K Form of Permanent Global Security Representing
the Sterling Notes
Exhibit L Form of Definitive Bearer Security
Representing the Sterling Notes and Related Coupon
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SECOND SUPPLEMENTAL INDENTURE, dated as of June 2, 2009 (the "Second Supplemental
Indenture"), between Pfizer Inc., a corporation duly organized and existing
under the laws of the State of Delaware, having its principal office at ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ (the "Company"), and The
Bank of New York Mellon (formerly The Bank of New York, a New York banking corporation
(successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly
The Chase Manhattan Bank (successor to The Chase Manhattan Bank (National Association))))),
as trustee (the "Trustee") and principal paying agent (the "Principal
Paying Agent").
WHEREAS, the Company executed and delivered the indenture, dated as of January
30, 2001, to the Trustee (the "Base Indenture"), to provide for the
issuance of the Company's notes, bonds, debentures or any other evidences of
indebtedness (the "Securities");
WHEREAS, pursuant to Section 901 of the Base Indenture, the Company desires
to provide for the issuance of (i) a new series of its Securities to be known
as its 3.625 per cent. Notes due 2013 (the "Euro Notes due 2013"),
(ii) a new series of its Securities to be known as its 4.750 per cent. Notes
due ▇▇▇▇ (▇▇▇ "▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇"), (▇▇▇) a new series of its Securities
to be known as its 5.750 per cent. Notes due 2021 (the "Euro Notes due
2021" and, together with the Euro Notes due 2013 and the Euro Notes due
2016, the "Euro Notes"), and (iv) a new series of its Securities to
be known as its 6.500 per cent. Notes due 2038 (the "Sterling Notes"
and together with the Euro Notes, the "Notes" and individually, each
a series of Notes) and to establish the forms of the Notes thereof, as in Section
202 of the Base Indenture provided, and to set forth the terms thereof, as in
Section 301 of the Base Indenture provided and to provide for the application
thereto of the covenants set forth in Article Nine hereof, as in Section 901(2)
of the Base Indenture provided;
WHEREAS, the Securities Committee of the Company, pursuant to an authorization
of the Board of Directors of the Company dated June 27, 2002, has duly authorized,
by a resolution duly adopted on May 27, 2009, the issuance of up to €1,850,000,000
aggregate principal amount of the Euro Notes due 2013, €2,000,000,000 aggregate
principal amount of the Euro Notes due 2016, €2,000,000,000 aggregate principal
amount of the Euro Notes due 2021 and £1,500,000,000 aggregate principal
amount of the Sterling Notes;
WHEREAS, the Company has requested that the Trustee execute and deliver this
Second Supplemental Indenture; and
WHEREAS, all things necessary to make this Second Supplemental Indenture a valid
agreement of the Company, in accordance with its terms, and to make the Notes,
when executed by the Company and authenticated and delivered by the Trustee,
the valid obligations of the Company, have been done;
NOW THEREFORE, in consideration of the premises and the purchase and acceptance
of each series of Notes by the Holders thereof, and for the purpose of setting
forth, as provided in the Base Indenture and the Second Supplemental Indenture
(together the
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"Indenture"), the forms and terms of the Notes, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:
ARTICLE ONE
DEFINITIONS
Section 101 Definition of Terms. Unless the context otherwise requires:
(a) each term defined in the Base Indenture has the same meaning when used in
this Second Supplemental Indenture;
(b) each term defined anywhere in this Second Supplemental Indenture has the
same meaning throughout;
(c) the singular includes the plural and vice versa; and
(d) headings are for convenience of reference only and do not affect interpretation.
ARTICLE TWO
GENERAL TERMS AND CONDITIONS OF THE EURO NOTES DUE 2013
Section 201 Designation and Principal Amount. There is hereby authorized
and established a series of Securities under the Indenture, as authorized from
time to time pursuant to resolutions of the Company or the maximum authorized
in each Company Order, designated as the "Euro Notes due 2013", which
is not limited in aggregate principal amount. The aggregate principal amount
of the Euro Notes due 2013 to be issued as of the date hereof is set forth in
Article Eight hereof.
Section 202 Maturity. The Stated Maturity of principal of the Euro Notes
due 2013 is June 3, 2013.
Section 203 Form and Denominations. The Euro Notes due 2013 shall be
in bearer form, serially numbered and shall be issuable in denomination of €50,000
(fifty thousand Euros) and, in the case of definitive Bearer Securities, with
Coupons attached on issue. The Euro Notes due 2013 are intended to be held in
a manner which would allow Eurosystem eligibility.
Section 204 Interest and Interest Payment Dates. The Euro Notes due 2013
bear interest from and including June 3, 2009 at the rate of 3.625 per cent.
Per annum, payable annually in arrear on each June 3 (each an "Interest
Payment Date"). The first payment (representing a full year's interest)
(for the period from and including June 3, 2009 but excluding
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June 3, 2010 and amounting to €1,812.50 per €50,000 principal amount
of Euro Notes due 2013) shall be made on June 3, 2010.
Section 205 Method of Payment. Payments made outside the United States
with respect to the Euro Notes due 2013 represented by a definitive Bearer Security
will be made by credit or wire transfer to a Euro account (or any other account
to which Euro may be credited or transferred) located outside the United States
specified by the payee or, at the option of the payee, by Euro. The Dollar equivalent
of the Euro-denominated payment amount shall be calculated by the method described
in Section 312(g) of the Base Indenture.
Section 206 Further Issues of the Euro Notes due 2013. The Company may
without the consent of the Holders of the Euro Notes due 2013 create and issue
further Euro Notes due 2013 (whether in bearer or registered form) either (i)
ranking pari passu in all respects (or in all respects save for the first payment
of interest thereon) as the Euro Notes due 2013 and so that the such further
Euro Notes due 2013 shall be consolidated and form a single series with the
outstanding Euro Notes due 2013 constituted by the Indenture or any supplemental
indenture, in accordance with the rules and procedures of Euroclear and/or Clearstream,
Luxembourg or (ii) upon such terms as to ranking, interest, conversion, redemption
and otherwise as the Company may determine at the time of the issue. Any further
notes or bonds which are to form a single series with the outstanding Euro Notes
due 2013 constituted by the Indenture or any supplemental indenture shall, and
any other further notes or bonds may (with the consent of the Trustee), be constituted
by an indenture supplemental to the Indenture.
Section 207 Redemption. The Euro Notes due 2013 are subject to the redemption
provisions set forth in Sections 701, 702(a) and 703 hereof.
Section 208 Global Securities. Upon their original issuance, the Euro
Notes due 2013 will be represented by a single temporary Global Security in
or substantially in the form attached hereto as Exhibit A which will be exchanged
in accordance with its terms for a permanent Global Security in or substantially
in the form attached hereto as Exhibit B. The permanent Global Security representing
the Euro Notes due 2013 will be exchangeable for definitive Bearer Securities
in accordance with its terms. Definitive Bearer Securities in or substantially
in the form attached hereto as Exhibit C may be delivered in exchange for any
portion of a temporary or permanent Global Security representing the Euro Notes
due 2013 in accordance with Sections 304 and 305 of the Base Indenture. Such
Exhibits A, B and C, in the forms attached hereto, and the provisions thereof,
shall be incorporated in, deemed to be, and construed as part of, this Second
Supplemental Indenture. The Global Securities representing the Euro Notes due
2013 shall be delivered to the London office of the Principal Paying Agent in
its capacity as common service provider, shall be authenticated by or on behalf
of the Principal Paying Agent, and shall, in the case of a Eurosystem-eligible
NGN, be effectuated by Clearstream, Luxembourg (in its capacity as common safe-keeper),
acting on the instructions of the Principal Paying Agent.
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ARTICLE THREE
GENERAL TERMS AND CONDITIONS OF THE EURO NOTES DUE 2016
Section 301 Designation and Principal Amount. There is hereby authorized
and established a series of Securities under the Indenture, as authorized from
time to time pursuant to resolutions of the Company or the maximum authorized
in each Company Order, designated as the "Euro Notes due 2016" which
is not limited in aggregate principal amount. The aggregate principal amount
of the Euro Notes due 2016 to be issued as of the date hereof is set forth in
Article Eight hereof.
Section 302 Maturity. The Stated Maturity of principal of the Euro Notes
due 2016 is June 3, 2016.
Section 303 Form and Denominations. The Euro Notes due 2016 shall be
in bearer form, serially numbered and shall be issuable in denomination of €50,000
(fifty thousand Euros) and, in the case of definitive Bearer Securities, with
Coupons attached on issue. The Euro Notes due 2016 are intended to be held in
a manner which would allow Eurosystem eligibility.
Section 304 Interest and Interest Payment Dates. The Euro Notes due 2016
bear interest from and including June 3, 2009 at the rate of 4.750 per cent.
Per annum, payable annually in arrear on each Interest Payment Date. The first
payment (representing a full year's interest) (for the period from and including
June 3, 2009 but excluding June 3, 2010 and amounting to €2,375.00 per
€50,000 principal amount of Euro Notes due 2016) shall be made on June
3, 2010.
Section 305 Method of Payment. Payments made outside the United States
with respect to the Euro Notes due 2016 represented by a definitive Bearer Security
will be made by credit or wire transfer to a Euro account (or any other account
to which Euro may be credited or transferred) located outside the United States
specified by the payee or, at the option of the payee, by Euro. The Dollar equivalent
of the Euro-denominated payment amount shall be calculated by the method described
in Section 312(g) of the Base Indenture.
Section 306 Further Issues of the Euro Notes due 2016. The Company may
without the consent of the Holders of the Euro Notes due 2016 create and issue
further Euro Notes due 2016 (whether in bearer or registered form) either (i)
ranking pari passu in all respects (or in all respects save for the first payment
of interest thereon) as the Euro Notes due 2016 and so that such further Euro
Notes due 2016 shall be consolidated and form a single series with the outstanding
Euro Notes due 2016 constituted by the Indenture or any supplemental indenture,
in accordance with the rules and procedures of Euroclear and/or Clearstream,
Luxembourg or (ii) upon such terms as to ranking, interest, conversion, redemption
and otherwise as the Company may determine at the time of the issue. Any further
notes or bonds which are to form a single series with the outstanding Euro Notes
due 2016 constituted by the Indenture or any
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supplemental indenture shall, and any other further notes or bonds may (with
the consent of the Trustee), be constituted by an indenture supplemental to
the Indenture.
Section 307 Redemption. The Euro Notes due 2016 are subject to the redemption
provisions set forth in Sections 701, 702(b) and 703 hereof.
Section 308 Global Securities. Upon their original issuance, the Euro
Notes due 2016 will be represented by a single temporary Global Security in
or substantially in the form attached hereto as Exhibit D which will be exchanged
in accordance with its terms for a permanent Global Security in or substantially
in the form attached hereto as Exhibit E. The permanent Global Security representing
the Euro Notes due 2016 will be exchangeable for definitive Bearer Securities
in accordance with its terms. Definitive Bearer Securities in or substantially
in the form attached hereto as Exhibit F may be delivered in exchange for any
portion of a temporary or permanent Global Security representing the Euro Notes
due 2016 in accordance with Sections 304 and 305 of the Base Indenture. Such
Exhibits D, E and F, in the forms attached hereto, and the provisions thereof,
shall be incorporated in, deemed to be, and construed as part of, this Second
Supplemental Indenture. The Global Securities representing the Euro Notes due
2016 shall be delivered to the London office of the Principal Paying Agent in
its capacity as common service provider, shall be authenticated by or on behalf
of the Principal Paying Agent, and shall, in the case of a Eurosystem-eligible
NGN, be effectuated by Clearstream, Luxembourg (in its capacity as common safe-keeper),
acting on the instructions of the Principal Paying Agent.
ARTICLE FOUR
GENERAL TERMS AND CONDITIONS OF THE EURO NOTES DUE 2021
Section 401 Designation and Principal Amount. There is hereby authorized
and established a series of Securities under the Indenture, as authorized from
time to time pursuant to resolutions of the Company or the maximum authorized
in each Company Order, designated as the "Euro Notes due 2021" which
is not limited in aggregate principal amount. The aggregate principal amount
of the Euro Notes due 2021 to be issued as of the date hereof is set forth in
Article Eight hereof.
Section 402 Maturity. The Stated Maturity of principal of the Euro Notes
due 2021 is June 3, 2021.
Section 403 Form and Denominations. The Euro Notes due 2021 shall be
in bearer form, serially numbered and shall be issuable in denomination of €50,000
(fifty thousand Euros) and, in the case of definitive Bearer Securities, with
Coupons attached on issue. The Euro Notes due 2021 are intended to be held in
a manner which would allow Eurosystem eligibility.
Section 404 Interest and Interest Payment Dates. The Euro Notes due 2021
bear interest from and including June 3, 2009 at the rate of 5.750 per cent.
Per annum, payable annually in arrear on each Interest Payment Date. The first
payment (representing a full year's
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interest) (for the period from and including June 3, 2009 but excluding June
3, 2010 and amounting to €2,875.00 per €50,000 principal amount of
Euro Notes due 2021) shall be made on June 3, 2010.
Section 405 Method of Payment. Payments made outside the United States
with respect to the Euro Notes due 2021 represented by a definitive Bearer Security
will be made by credit or wire transfer to a Euro account (or any other account
to which Euro may be credited or transferred) located outside the United States
specified by the payee or, at the option of the payee, by Euro. The Dollar equivalent
of the Euro-denominated payment amount shall be calculated by the method described
in Section 312(g) of the Base Indenture.
Section 406 Further Issues of the Euro Notes due 2021. The Company may
without the consent of the Holders of the Euro Notes due 2021 create and issue
further Euro Notes due 2021 (whether in bearer or registered form) either (i)
ranking pari passu in all respects (or in all respects save for the first payment
of interest thereon) as the Euro Notes due 2021 and so that such further Euro
Notes due 2021 shall be consolidated and form a single series with the outstanding
Euro Notes due 2021 constituted by the Indenture or any supplemental indenture,
in accordance with the rules and procedures of Euroclear and/or Clearstream,
Luxembourg or (ii) upon such terms as to ranking, interest, conversion, redemption
and otherwise as the Company may determine at the time of the issue. Any further
notes or bonds which are to form a single series with the outstanding Euro Notes
due 2021 constituted by the Indenture or any supplemental indenture shall, and
any other further notes or bonds may (with the consent of the Trustee), be constituted
by an indenture supplemental to the Indenture.
Section 407 Redemption. The Euro Notes due 2021 are subject to the redemption
provisions set forth in Sections 701, 702(c) and 703 hereof.
Section 408 Global Securities. Upon their original issuance, the Euro
Notes due 2021 will be represented by a single temporary Global Security in
or substantially in the form attached hereto as Exhibit G which will be exchanged
in accordance with its terms for a permanent Global Security in or substantially
in the form attached hereto as Exhibit H. The permanent Global Security representing
the Euro Notes due 2021 will be exchangeable for definitive Bearer Securities
in accordance with its terms. Definitive Bearer Securities in or substantially
in the form attached hereto as Exhibit I may be delivered in exchange for any
portion of a temporary or permanent Global Security representing the Euro Notes
due 2021 in accordance with Sections 304 and 305 of the Base Indenture. Such
Exhibits G, H and I, in the forms attached hereto, and the provisions thereof,
shall be incorporated in, deemed to be, and construed as part of, this Second
Supplemental Indenture. The Global Securities representing the Euro Notes due
2021 shall be delivered to the London office of the Principal Paying Agent in
its capacity as common service provider, shall be authenticated by or on behalf
of the Principal Paying Agent, and shall, in the case of a Eurosystem-eligible
NGN, be effectuated by Clearstream, Luxembourg (in its capacity as common safe-keeper),
acting on the instructions of the Principal Paying Agent.
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ARTICLE FIVE
GENERAL TERMS AND CONDITIONS OF THE STERLING NOTES
Section 501 Designation and Principal Amount. There is hereby authorized
and established a series of Securities under the Indenture, as authorized from
time to time pursuant to resolutions of the Company or the maximum authorized
in each Company Order, designated as the "Sterling Notes" which is
not limited in aggregate principal amount. The aggregate principal amount of
the Sterling Notes to be issued as of the date hereof is set forth in Article
Eight hereof.
Section 502 Maturity. The Stated Maturity of principal of the Sterling
Notes is June 3, 2038.
Section 503 Form and Denominations. The Sterling Notes shall be in bearer
form, serially numbered and shall be issuable in denomination £50,000
(fifty thousand Sterling) and, in the case of definitive Bearer Securities,
with Coupons attached on issue. The Sterling Notes are intended to be held in
a manner which would allow Eurosystem eligibility.
Section 504 Interest and Interest Payment Dates. The Sterling Notes bear
interest from and including June 3, 2009 at the rate of 6.500 per cent. Per
annum, payable annually in arrear on each Interest Payment Date. The first payment
(representing a full year's interest) (for the period from and including June
3, 2009 but excluding June 3, 2010 and amounting to £3,250.00 per £50,000
principal amount of Notes) shall be made on June 3, 2010.
Section 505 Method of Payment. Payments made outside the United States
with respect to the Sterling Notes represented by a definitive Bearer Security
will be made by credit or wire transfer to a Sterling account (or any other
account to which Sterling may be credited or transferred) located outside the
United States specified by the payee or, at the option of the payee, by Sterling.
The Dollar equivalent of the Sterling-denominated payment amount shall be calculated
by the method described in Section 312(g) of the Base Indenture.
Section 506 Further Issues of the Sterling Notes. The Company may without
the consent of the Holders of the Sterling Notes create and issue further Sterling
Notes (whether in bearer or registered form) either (i) ranking pari passu in
all respects (or in all respects save for the first payment of interest thereon)
as the Sterling Notes and so that such further Sterling Notes shall be consolidated
and form a single series with the outstanding Sterling Notes constituted by
the Indenture or any supplemental indenture, in accordance with the rules and
procedures of Euroclear and/or Clearstream, Luxembourg or (ii) upon such terms
as to ranking, interest, conversion, redemption and otherwise as the Company
may determine at the time of the issue. Any further notes or bonds which are
to form a single series with the outstanding Sterling Notes constituted by the
Indenture or any supplemental indenture shall, and any other further notes or
bonds may (with the consent of the Trustee), be constituted by an indenture
supplemental to the Indenture.
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Section 507 Redemption. The Sterling Notes are subject to the redemption
provisions set forth in Sections 701, 702(d) and 703 hereof.
Section 508 Global Securities. Upon their original issuance, the Sterling
Notes will be represented by a single temporary Global Security in or substantially
in the form attached hereto as Exhibit J which will be exchanged in accordance
with its terms for a permanent Global Security in or substantially in the form
attached hereto as Exhibit K. The permanent Global Security representing the
Sterling Notes will be exchangeable for definitive Bearer Securities in accordance
with its terms. Definitive Bearer Securities in or substantially in the form
attached hereto as Exhibit L may be delivered in exchange for any portion of
a temporary or permanent Global Security representing the Sterling Notes in
accordance with Sections 304 and 305 of the Base Indenture. Such Exhibits J,
K and L, in the forms attached hereto, and the provisions thereof, shall be
incorporated in, deemed to be, and construed as part of, this Second Supplemental
Indenture. The Global Securities representing the Sterling Notes shall be delivered
to the London office of the Principal Paying Agent in its capacity as common
service provider, shall be authenticated by or on behalf of the Principal Paying
Agent, and shall, in the case of a Eurosystem-eligible NGN, be effectuated by
Clearstream, Luxembourg (in its capacity as common safe-keeper), acting on the
instructions of the Principal Paying Agent.
ARTICLE SIX
GENERAL TERMS OF THE NOTES
Section 601 Issues of the Notes.
(a) In each case with respect to the Notes, the following terms in the Base
Indenture will be amended as follows in connection with the issuance of the
Notes:
(i) The obligation to deliver the Global Securities or definitive Bearer Securities
to the Common Depositary and the obligations of the Common Depositary, as set
forth in each instance in Section 304 of the Base Indenture shall not apply
with respect to the Notes; and
(ii) the Company authorizes and instructs the Paying Agent:
(A) to transmit the Global Securities electronically to the common safe-keeper
and to give effectuation instructions in respect of the Global Securities;
(B) to instruct Euroclear and Clearstream, Luxembourg to make the appropriate
entries in their records to reflect the initial outstanding aggregate principal
amount of the each series of Notes;
(C) to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries
in their records to reflect the exchanges of interests in the temporary Global
Securities for interests in the permanent Global Securities and interests in
a Global Security for definitive Bearer Securities for each series of Notes;
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(D) to instruct Euroclear and Clearstream, Luxembourg, on the occasion of each
payment due in respect of the Notes, to make appropriate entries in their records
to reflect such payment;
(E) to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries
in their records in respect of all Notes redeemed by the Company to reflect
such redemptions; and
(F) to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries
in their records to reflect all cancellations of Notes represented by Global
Securities, provided that the Paying Agent need only carry out such instruction
in respect of Notes surrendered for cancellation following a purchase of the
same by the Company or by any of its Subsidiaries to the extent that it has
been informed by the Company of such purchase.
Section 602 Interest Accrual. Each Note will cease to bear interest from
and including its due date for redemption unless, upon due presentation, payment
of the principal in respect of such Note is improperly withheld or refused or
unless default is otherwise made in respect of payment, in which event interest
shall continue to accrue as provided in the Indenture.
Section 603 Calculation of Broken Interest. When interest is required
to be calculated in respect of a period of less than a full year, it shall be
calculated on the basis of (a) the actual number of days in the period from
and including the date from which interest begins to accrue (the "Accrual
Date") to but excluding the date on which it falls due divided by (b) the
actual number of days from and including the Accrual Date to but excluding the
next following Interest Payment Date.
Section 604 Payment in respect of Notes. On and after an Exchange Date
no payment will be made on a temporary Global Security unless exchange for an
interest in the Permanent Global Security representing such series of Notes
is improperly withheld or refused. Payments of principal and interest in respect
of Notes represented by a Global Security will, subject as set out below, be
made to the bearer of such Global Security and, if no further payment falls
to be made in respect of such series of Notes, against surrender of such Global
Security to the order of the Principal Paying Agent or such other Paying Agent
as shall have been notified to the Holders for such purposes. The Company shall
procure that the amount so paid shall be entered pro rata in the records of
Euroclear and Clearstream, Luxembourg and the nominal amount of such Notes recorded
in the records of Euroclear and Clearstream, Luxembourg and represented by such
Global Security will be reduced accordingly. Each payment so made will discharge
the Issuer's obligations in respect thereof. Any failure to make the entries
in the records of Euroclear and Clearstream, Luxembourg shall not affect such
discharge. Payments of interest on a temporary Global Security (if permitted
by the first sentence of this paragraph) will be made only upon certification
as to non-U.S. beneficial ownership unless such certification has already been
made.
Payments of principal and interest in respect of each Note, if such Note is
a definitive Bearer Security, will be made against presentation and surrender
(or, in the case of part payment only, endorsement) of such Note, except that
payments of interest due on an Interest
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Payment Date in respect of such Note will be made against presentation and
surrender (or, in the case of part payment only, endorsement) of the relevant
Coupon, in each case at the specified office outside the United States of any
of the Paying Agents and each payment so made will discharge the Company's obligation
in respect thereof. In addition, upon any payment in respect of the Notes, the
Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate
entries in their records in respect thereof.
Section 605 Missing Unmatured Coupons. Each Note, if a definitive Bearer
Security, should be presented for payment together with all relative unmatured
Coupons failing which the full amount of any relative missing unmatured Coupon
(or, in the case of payment not being made in full, that proportion of the full
amount of the missing unmatured Coupon which the amount so paid bears to the
total amount due) will be deducted from the amount due for payment. Each amount
so deducted will be paid in the manner mentioned in Sections 205, 305, 405 or
505 hereof, as the case may be, against presentation and surrender (or, in the
case of part payment only, endorsement) of the relative missing Coupon for such
Note at any time before the expiry of ten (10) years after the Relevant Date
(as defined in Section 1002 hereof in respect of the relevant Note), whether
or not the Coupon would otherwise have become void pursuant to Article Eleven
hereof or, if later, five (5) years after the date on which the Coupon would
have become due.
Section 606 Payments subject to Applicable Laws. Payments in respect
of principal and interest on the Notes are subject in all cases to any fiscal
or other laws and regulations applicable in the place of payment, but without
prejudice to the provisions of Article Ten hereof.
Section 607 Payment only on a Presentation Date. A holder shall be entitled
to present a Note or Coupon, if relevant, for payment only on a Presentation
Date (as defined below) and shall not, except as provided in Sections 204, 304,
404, 504, 602 and 603 hereof, as the case may be, be entitled to any further
interest or other payment if a Presentation Date is after the due date.
"Presentation Date" means a day which (subject to Article Eleven hereof):
(a) is or falls after the relevant due date;
(b) is a Business Day in the place of the specified office of the Paying Agent
at which the Note or Coupon, if relevant, is presented for payment; and
(c) in the case of payment by credit or transfer to (i) a Euro account as referred
to in Sections 205, 305 and 405 hereof or (ii) a Sterling account as referred
to in Section 505 hereof, is a TARGET2 Settlement Day.
In this Section 607, "Business Day" means, in relation to any place,
a day on which commercial banks and foreign exchange markets settle payments
and are open for general business (including dealing in foreign exchange and
foreign currency deposits) in that place and
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"TARGET2 Settlement Day" means any day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET2) System is open.
Section 608 Appointment of Paying Agents and Common Safe-keeper. (a)
The Trustee will initially be the Principal Paying Agent and Paying Agent for
the Notes and will act as such only at its corporate trust offices in London,
United Kingdom. The Company reserves the right, subject to the prior written
approval of the Trustee, at any time to vary or terminate the appointment of
any Paying Agent and to appoint additional or other Paying Agents provided that:
(i) there will at all times be a Principal Paying Agent;
(ii) there will at all times be at least one Paying Agent (which may be the
Principal Paying Agent) having its specified office in a European city which,
so long as any series of Notes are admitted to official listing on the Irish
Stock Exchange, shall be London or such other place as the Irish Financial Services
Regulatory Authority may approve; and
(iii) the Company undertakes that it will ensure that it maintains a Paying
Agent in a member state of the European Union that is not obliged to withhold
or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing
or complying with, or introduced in order to conform to, such Directive.
Notice of any termination or appointment and of any changes in specified offices
will be given to the Holders promptly by the Company in accordance with Section
1203 hereof.
(b) The Company hereby authorizes and instructs the Paying Agent to duly appoint
an entity to serve as common safe-keeper for the Notes, and the Paying Agent
appoints Clearstream, Luxembourg to serve as common safe-keeper for the Notes.
The Company acknowledges that any such appointment is subject to the right of
Euroclear and Clearstream, Luxembourg to jointly determine that the other shall
act as common safe-keeper and agrees that no liability shall attach to the Paying
Agent in respect of any such election made by it.
Section 609 Holder Absolute Owner. The Company, any Paying Agent and
the Trustee may (to the fullest extent permitted by applicable laws) deem and
treat the bearer of any Note or Coupon as the absolute owner for all purposes
(whether or not such Note or Coupon shall be overdue and notwithstanding any
notice of ownership or writing on such Note or Coupon or any notice of previous
loss or theft of such Note or Coupon or of any trust or interest therein) and
shall not be required to obtain any proof thereof or as to the identity of such
bearer. For purposes of attendance at a physical meeting of Holders, proof of
beneficial ownership of the Global Security will be a certified official proxy
issued by Euroclear and/or Clearstream, Luxembourg.
Section 610 Status of the Notes. The Notes will be senior unsecured general
obligations of the Company and will rank equally with all other senior unsecured
and unsubordinated indebtedness of the Company from time to time outstanding.
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Section 611 Purchases. The Company or any of its Subsidiaries (as defined
in Section 904 hereof) may at any time purchase Notes (provided that all unmatured
Coupons, if relevant, appertaining to such series of Notes are purchased with
such Notes) in any manner and at any price. If purchases are made by tender,
tenders must be available to all Holders alike. Any Notes so purchased may be
held, reissued, resold or, at the option of the Company, surrendered to any
Paying Agent for cancellation.
ARTICLE SEVEN
OPTIONAL REDEMPTION OF THE NOTES; NO SINKING FUND
Section 701 Redemption for Taxation Reasons. If the Company satisfies
the Trustee immediately before the giving of the notice referred to below that:
(a) as a result of any change in, or amendment to, the laws or regulations of
a Relevant Jurisdiction, or any change in the application or official interpretation
of the laws or regulations of a Relevant Jurisdiction, which change or amendment
becomes effective after May 29, 2009, on the next Interest Payment Date the
Company would be required to pay additional amounts as provided or referred
to in Article Ten hereof; and
(b) the requirement cannot be avoided by the Company taking reasonable measures
available to it,
the Company may at its option, having given not less than thirty (30) nor more
than sixty (60) days' notice to the Holders in accordance with Section 1203
hereof (which notice shall be irrevocable), redeem all Notes of any series at
any time at their principal amount together with interest accrued to but excluding
the date of redemption, provided that no such notice of redemption shall be
given earlier than ninety (90) days prior to the earliest date on which the
Company would be required to pay such additional amounts, were a payment in
respect of such series of Notes then due. Prior to the publication of any notice
of redemption pursuant to this paragraph, the Company shall deliver to the Trustee
a certificate signed by two current directors of the Company stating that the
requirement referred to in paragraph (a) above will apply on the next Interest
Payment Date and cannot be avoided by the Company taking reasonable measures
available to it, and the Trustee shall be entitled to accept the certificate
as sufficient evidence of the satisfaction of the conditions precedent set out
above, in which event it shall be conclusive and binding on the Holders.
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Section 702 Optional Redemption by Company.
(a) Optional Redemption by Company of Euro Notes due 2013. The Company
may at its option, having given notice of redemption as provided in Sections
702(e) and 703 hereof, as applicable, redeem all or part, as provided in Section
703 below, of the Euro Notes due 2013 at any time from time to time at the greater
of the following amounts:
(i) one hundred per cent. (100%) of the principal amount of the Euro Notes due
2013 being redeemed on the redemption date; and
(ii) the sum of the present values of the remaining scheduled payments of principal
and interest on the Euro Notes due 2013 being redeemed (exclusive of interest
accrued to the date of redemption), as the case may be, discounted to the date
of redemption on an annual basis (assuming the actual number of days in a 365
or 366-day year) at the Comparable Government Bond Rate plus 20 basis points
plus accrued and unpaid interest on the principal amount being redeemed to but
excluding the date of redemption, as calculated by the Calculation Agent.
(b) Optional Redemption by Company of Euro Notes due 2016. The Company
may at its option, having given notice of redemption as provided in Sections
702(e) and 703 hereof, as applicable, redeem all or part, as provided in Section
703 below, of the Euro Notes due 2016 at any time from time to time at the greater
of the following amounts:
(i) one hundred per cent. (100%) of the principal amount of the Euro Notes due
2016 being redeemed on the redemption date; and
(ii) the sum of the present values of the remaining scheduled payments of principal
and interest on the Euro Notes due 2016 being redeemed (exclusive of interest
accrued to the date of redemption), as the case may be, discounted to the date
of redemption on an annual basis (assuming the actual number of days in a 365
or 366-day year) at the Comparable Government Bond Rate plus 20 basis points
plus accrued and unpaid interest on the principal amount being redeemed to but
excluding the date of redemption, as calculated by the Calculation Agent.
(c) Optional Redemption by Company of Euro Notes due 2021. The Company
may at its option, having given notice of redemption as provided in Sections
702(e) and 703 hereof, as applicable, redeem all or part, as provided in Section
703 below, of the Euro Notes due 2021 at any time from time to time at the greater
of the following amounts:
(i) one hundred per cent. (100%) of the principal amount of the Euro Notes due
2021 being redeemed on the redemption date; and
(ii) the sum of the present values of the remaining scheduled payments of principal
and interest on the Euro Notes due 2021 being redeemed (exclusive of interest
accrued to the date of redemption), as the case may be, discounted to the date
of redemption on an annual basis (assuming the actual number of days in a 365
or 366-day
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year) at the Comparable Government Bond Rate plus 20 basis points plus accrued
and unpaid interest on the principal amount being redeemed to but excluding
the date of redemption, as calculated by the Calculation Agent.
(d) Optional Redemption by Company of Sterling Notes. The Company may
at its option, having given notice of redemption as provided in Sections 702(e)
and 703 hereof, as applicable, redeem all or part, as provided in Section 703
below, of the Sterling Notes at any time from time to time at the greater of
the following amounts:
(i) one hundred per cent. (100%) of the principal amount of the Sterling Notes
being redeemed on the redemption date; and
(ii) the sum of the present values of the remaining scheduled payments of principal
and interest on the Sterling Notes being redeemed (exclusive of interest accrued
to the date of redemption), as the case may be, discounted to the date of redemption
on an annual basis (assuming the actual number of days in a 365 or 366-day year)
at the Comparable Government Bond Rate plus 20 basis points plus accrued and
unpaid interest on the principal amount being redeemed to but excluding the
date of redemption, as calculated by the Calculation Agent.
(e) In the case of a redemption of all Notes of any series of Notes pursuant
to Sections 702(a), (b), (c) or (d) hereof, the Company shall give:
(i) to the Holders of such series of Notes to be redeemed, not less than thirty
(30) nor more than sixty (60) days' notice, in accordance with Section 1203
hereof; and
(ii) to the Trustee and the Principal Paying Agent, notice not less than fifteen
(15) days before the giving of the notice referred to in paragraph (i) hereof.
All notices of redemption delivered pursuant to this Section 702(e) shall be
irrevocable and shall specify the date fixed for redemption.
The following defined terms used in this Article Seven shall, unless the context
otherwise requires, have the meanings specified below.
"Comparable Government Bond Rate" will be determined on the third
business day preceding the redemption date and means, with respect to any date
of redemption, the rate per annum equal to the yield to maturity calculated
in accordance with the customary financial practice in pricing new issues of
comparable corporate debt securities paying interest on an annual basis (assuming
the actual number of days in a 365 or 366-day year) of the applicable Comparative
Government Bond, assuming a price for the applicable Comparable Government Bond
(expressed as a percentage of its principal amount) equal to the applicable
Comparable Government Bond Price for such date of redemption.
"Calculation Agent" means an independent investment banking or commercial
banking institution of international standing appointed by the Company.
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"Comparable Government Bond" means the European government security
or securities selected by the Reference Government Bond Dealers appointed by
the Company as having an actual or interpolated maturity comparable with the
remaining term of such series of Euro Notes or Sterling Notes, as the case may
be, that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of Euro-denominated or Sterling-denominated,
as the case may be, corporate debt securities of a comparable maturity to the
remaining term of the Euro Notes or the Sterling Notes, as the case may be.
"Comparable Government Bond Price" means, with respect to any redemption
date, (a) the arithmetic average of the Reference Government Bond Dealer Quotations
for such redemption date, after excluding the highest and lowest such Reference
Government Bond Dealer Quotations, or (b) if the Calculation Agent obtains fewer
than four such Reference Government Bond Dealer Quotations, the arithmetic average
of all such quotations.
"Reference Government Bond Dealer" means each of five banks selected
by the Company, or its affiliates, which are (a) primary European government
securities dealers, and their respective successors, or (b) market makers in
pricing corporate bond issues.
"Reference Government Bond Dealer Quotation" means, with respect to
each Reference Government Bond Dealer and any redemption date, the arithmetic
average, as determined by the Calculation Agent, of the bid and offered prices
for the applicable Comparable Government Bond (expressed in each case as a percentage
of its nominal amount) at 11:00 a.m. Central European Time (CET) on the third
business day preceding such date for redemption quoted in writing to the Calculation
Agent by such Reference Government Bond Dealer.
Section 703 Provisions Relating to Partial Redemption. In the case of
a partial redemption of any series of Notes, such Notes to be redeemed will
be selected, in such place as the Trustee may approve and in such manner as
the Trustee may deem appropriate and fair, not more than thirty (30) days before
the date fixed for redemption. Notice of any such selection will be given not
less than fifteen (15) days before the date fixed for redemption. Each notice
will specify the series of Notes to be redeemed, the date fixed for redemption
and the aggregate principal amount of the Notes to be redeemed, the serial numbers
of the Notes called for redemption, the serial numbers of such Notes previously
called for redemption and not presented for payment and the aggregate principal
amount of such series of Notes which will be outstanding after the partial redemption.
Section 704 Cancellation. All Notes which are redeemed by the Company
will forthwith be cancelled. All Notes so cancelled and any Notes purchased
and cancelled pursuant to Section 612 hereof may not be held, reissued or resold.
Cancellation of any Note represented by a Global Security and required (pursuant
to this Section 704 paragraph) to be cancelled following its redemption or purchase
will be effected by endorsement by or on behalf of the Principal Paying Agent
of the reduction in the principal amount of the relevant Global Security representing
such Note on the relevant part of the schedule thereto.
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Section 705 Notices Final. Upon the expiry of any notice as is referred
to in Sections 701, 702 or 703 hereof the Company shall be bound to redeem the
Notes to which the notice refers in accordance with the terms of such paragraph.
Section 706 No Sinking Fund. The Notes are not entitled to the benefit
of any sinking fund.
ARTICLE EIGHT
ORIGINAL ISSUE AMOUNT OF NOTES
Section 801 Original Issue Amount of the Euro Notes due 2013. Euro Notes
due 2013 in the aggregate principal amount of €1,850,000,000 may, upon
execution of this Second Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall, upon
receipt of a Company Order or oral or electronic instructions from the Company
or its duly authorized agents, which shall be promptly confirmed in writing,
authenticate said Euro Notes due 2013, deliver said Euro Notes due 2013 to the
entity appointed as common safe-keeper for effectuation and, once duly effectuated,
deliver said Euro Notes due 2013 as in said Company Order or instructions provided.
Section 802 Original Issue Amount of the Euro Notes due 2016. Euro Notes
due 2016 in the aggregate principal amount of €2,000,000,000 may, upon
execution of this Second Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall, upon
receipt of a Company Order or oral or electronic instructions from the Company
or its duly authorized agents, which shall be promptly confirmed in writing,
authenticate said Euro Notes due 2016, deliver said Euro Notes due 2016 to the
entity appointed as common safe-keeper for effectuation and, once duly effectuated,
deliver said Euro Notes due 2016 as in said Company Order or instructions provided.
Section 803 Original Issue Amount of the Euro Notes due 2021. Euro Notes
due 2021 in the aggregate principal amount of €2,000,000,000 may, upon
execution of this Second Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall, upon
receipt of a Company Order or oral or electronic instructions from the Company
or its duly authorized agents, which shall be promptly confirmed in writing,
authenticate said Euro Notes due 2021, deliver said Euro Notes due 2021 to the
entity appointed as common safe-keeper for effectuation and, once duly effectuated,
deliver said Euro Notes due 2021 as in said Company Order or instructions provided.
Section 804 Original Issue Amount of the Sterling Notes. Sterling Notes
in the aggregate principal amount of £1,500,000,000 may, upon execution
of this Second Supplemental Indenture, be executed by the Company and delivered
to the Trustee for authentication, and the Trustee shall, upon receipt of a
Company Order or oral or electronic instructions from the Company or its duly
authorized agents, which shall be promptly confirmed in writing, authenticate
said Sterling Notes, deliver said Sterling Notes to the entity appointed as
common
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safe-keeper for effectuation and, once duly effectuated, deliver said Sterling Notes as in said Company Order or instructions provided.
ARTICLE NINE
PARTICULAR COVENANTS OF THE COMPANY
In addition to the covenants set forth in Article X of the Base Indenture, the
following additional covenants shall apply to the Notes and shall be subject
to covenant defeasance as set forth in Section 1304 of the Base Indenture.
Section 901 Limitations on Liens. The Company shall not, and shall not
permit any Subsidiary of the Company to, create, assume or suffer to exist any
Lien (an "Initial Lien"), other than Permitted Liens, on any Restricted
Property to secure any Debt of the Company or any Subsidiary of the Company
unless it has made or will make effective provision whereby the Notes, and any
other Securities of any series issued pursuant to the Indenture and having the
benefit of this covenant, will be secured by such Lien equally and rateably
with (or prior to) all other Debt secured by such Lien. Any lien created for
the benefit of the Holders shall provide by its terms that such Lien will be
automatically released and discharged upon the release and discharge of the
applicable Initial Lien.
Section 902 Limitations on Sale Leaseback Transactions. The Company shall
not, and shall not permit any Subsidiary of the Company to, enter into any Sale
and Leaseback Transaction covering any Restricted Property unless:
(a) pursuant to Section 901 hereof, the Company would be entitled to incur Debt
secured by a Lien on such Restricted Property in a principal amount equal to
the Value of such Sale and Leaseback Transaction without equally and rateably
securing the Notes and any other Securities of any series issued pursuant to
the Indenture and having the benefit of this covenant; or
(b) the Company or any Subsidiary of the Company, during the six months following
the effective date of the Sale and Leaseback Transaction, applies an amount
equal to the Value of such Sale and Leaseback Transaction to the voluntary retirement
of long-term Debt of the Company or any Subsidiary of the Company or to the
acquisition of one or more Restricted Properties.
Section 903 Subsidiary Guarantees.
(a) If, following June 3, 2009, any Subsidiary of the Company that is a Significant
Subsidiary guarantees any Debt of the Company in excess of the greater of (i)
$1,000,000,000 and (ii) 2.0 per cent. (2.0%) of the Company's Consolidated Net
Tangible Assets measured as of the end of the most recent quarter for which
financial statements are available, in each case, in the aggregate for all such
guarantees by such Subsidiary, then the Company shall cause such Subsidiary,
within thirty (30) days of such Subsidiary guaranteeing such Debt in such amount
to (A) execute and deliver to the Trustee a supplemental indenture in
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form reasonably satisfactory to the Trustee pursuant to which such Subsidiary
shall fully and unconditionally guarantee all of the Company's obligations under
the Notes and the Indenture and (B) deliver to the Trustee an Opinion of Counsel
to the effect that (x) such supplemental indenture and guarantee of the Notes
has been duly executed and authorized and (y) such supplemental indenture and
guarantee of the Notes constitutes a valid, binding and enforceable obligation
of such Subsidiary, except insofar as enforcement thereof may be limited by
bankruptcy, insolvency or similar laws (including, without limitation, all laws
relating to fraudulent transfers) and except insofar as enforcement thereof
is subject to general principles of equity. Any such guarantee of the Notes
shall be pari passu in right of payment with the guarantee of other Debt by
the Subsidiary and the guarantee giving rise to the obligation to guarantee
the Notes.
(b) Any guarantee of the Notes provided by a Subsidiary pursuant to this Section
903 shall provide by its terms that such guarantee shall be automatically and
unconditionally released and discharged and the Holders will be deemed to have
consented to such release without any action on the part of the Trustee or any
Holder in the following circumstances:
(i) in the case of any guarantee that resulted from this Section 903, upon such
Subsidiary ceasing to guarantee any Debt of the Company (other than under the
Notes) in an amount equal to or greater than the amount required for the giving
of such guarantee;
(ii) upon the sale or other disposition (including by way of consolidation or
merger), in one transaction or a series of related transactions, of a majority
of the total Voting Stock of such Subsidiary (provided that, after giving effect
to such transaction, such Subsidiary is either (A) no longer a Significant Subsidiary
of the Company or (B) no longer guarantees any Debt of the Company (other than
under the Notes) in an amount equal to or greater than the amount required for
the giving of such guarantee);
(iii) upon the sale, transfer or disposition of all or substantially all the
assets of such Subsidiary (provided that, after giving effect to such transaction,
such Subsidiary is either (A) no longer a Significant Subsidiary of the Company
or (B) no longer guarantees any Debt of the Company (other than under the Notes)
in an amount equal to or greater than the amount required for the giving of
such guarantee);
(iv) upon the liquidation or dissolution of such Subsidiary; or
(v) upon such Subsidiary ceasing to be a Significant Subsidiary of the Company.
At the request of the Company, the Trustee will execute and deliver any documents,
instructions or instruments evidencing such release.
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Section 904 Defined Terms.
The following defined terms used in this Article Nine shall, unless the context
requires otherwise, have the meanings specified below.
"Consolidated Net Tangible Assets" means the total amount of assets
(less applicable reserves and other properly deductible items) after deducting
(a) all current liabilities (excluding the amount of those which are by their
terms extendable or renewable at the option of the obligor to a date more than
twelve (12) months after the date as of which the amount is being determined)
and (b) all goodwill, tradenames, trademarks, patents, unamortized debt discount
and expense and other like intangible assets, all as set forth on the most recent
balance sheet of the Company and its consolidated Subsidiaries and determined
in accordance with generally accepted accounting principles.
"Debt" of any Person means (a) all obligations of such Person for
borrowed money, or evidenced by bonds, debentures, notes or other similar instruments
(other than any such obligations to the extent that (i) the liability of such
Person is limited solely to the property or asset financed by such obligations
or (ii) such obligations result from the requirement to return collateral posted
to such Person by a counterparty pursuant to one or more hedging contracts or
other similar risk management contracts) and (b) all Debt of others guaranteed
by such Person.
"Equity Interests" means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in
a trust or other equity ownership interests in a Person, and any warrants, options
or other rights entitling the holder thereof to purchase or acquire any such
equity interests.
"Lien" means, with respect to any property of any Person, any mortgage
or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security
interest, lien, charge, easement (other than any easement not materially impairing
usefulness or marketability), encumbrance, preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever on or
with respect to such property.
"Manufacturing Facility" means property, plant and equipment used
for actual manufacturing and for activities directly related to manufacturing
such as quality assurance, engineering, maintenance, staging areas for work
in process administration, employees, eating and comfort facilities and manufacturing
administration, and it excludes sales offices, research facilities and facilities
used only for warehousing, distribution or general administration.
"Permitted Liens" means:
(a) Liens existing on June 2, 2009 or Liens existing on facilities of any Person
at the time it becomes a Subsidiary of the Company;
(b) Liens existing on Manufacturing Facilities when acquired, or incurred to
finance the purchase price, construction or improvement thereof;
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(c) any Lien arising by reason of deposits with, or the giving of any form of
security to, any governmental agency or any body created or approved by law
or governmental regulation;
(d) Liens securing Debt of a Subsidiary of the Company owed to the Company or
another Subsidiary of the Company;
(e) extensions, renewals or replacements in whole or part of any Lien referred
to in paragraphs (a) through (d); and
(f) Liens on any Restricted Property not described in paragraphs (a) through
(e) above securing Debt that, together with (i) the aggregate amount of all
other outstanding Debt secured by all other Liens on Restricted Property not
described in paragraphs (a) through (e) above and (ii) the aggregate amount
of Value in respect of all Sale and Leaseback Transactions that would otherwise
be prohibited by Section 902 hereof, do not exceed fifteen per cent. (15%) of
Consolidated Net Tangible Assets measured as of the end of the most recent quarter
for which financial statements are available.
"Person" means an individual, a corporation, a company, a voluntary
association, a partnership, a trust, a joint venture, a limited liability company,
an unincorporated organization, or a government or any agency, instrumentality
or political subdivision thereof;
"Restricted Property" means:
(a) any Manufacturing Facility (or portion thereof) owned or leased by the Company
or any Subsidiary of the Company and located within the continental United States
that, in the good faith opinion of the Company's Board of Directors (or a committee
thereof), is of material importance to the Company's business taken as a whole,
but no such Manufacturing Facility (or portion thereof) shall be deemed of material
importance if its gross book value of property, plant and equipment (before
deducting accumulated depreciation) is less than two per cent. (2%) of the Company's
Consolidated Net Tangible Assets measured as of the end of the most recent quarter
for which financial statements are available, or
(b) any Equity Interests of any Subsidiary of the Company owning a Manufacturing
Facility (or a portion thereof) covered by paragraph (a) above.
"Sale and Leaseback Transaction" means any direct or indirect arrangement
relating to property now owned or hereafter acquired whereby the Company or
a Subsidiary of the Company transfers such property to another Person and the
Company or a Subsidiary of the Company leases or rents it from such Person (other
than (a) leases between the Company and a Subsidiary of the Company or between
Subsidiaries and (b) temporary leases for a term, including renewals at the
option of the lessee, of not more than three (3) years).
"Significant Subsidiary" means any Subsidiary that would be a "Significant
Subsidiary" of the Company within the meaning of Rule 1 02 under Regulation
S X promulgated by the U.S. Securities Exchange Commission.
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"Subsidiary" means, with respect to the Notes and with respect to
any Person, any corporation, partnership, limited liability company or other
business entity of which at least a majority of the outstanding shares of Voting
Stock is at the time directly or indirectly owned or controlled by such Person
or one or more of the Subsidiaries of such Person.
"Value" means, with respect to a Sale and Leaseback Transaction, an
amount equal to the present value of the lease payments with respect to the
term of the lease remaining on the date as of which the amount is being determined,
without regard to any renewal or extension options contained in the lease, discounted
at the weighted average interest rate of all series of Securities issued pursuant
to the Indenture and having the benefit of the covenants set forth in Sections
901 and 902 hereof (including the effective interest rate of any original issue
discount debt securities) which are outstanding on the date of such Sale and
Leaseback Transaction.
"Voting Stock" means Equity Interests of any Person having ordinary
power to vote in the election of members of the board of directors, managers,
trustees or other controlling Persons, of such Person (irrespective of whether,
at the time, Equity Interests of any other class or classes of such entity shall
have or might have voting power by reason of the happening of a contingency).
ARTICLE TEN
TAXATION
Section 1001 Payment without Withholding. All payments in respect of
each series of Notes by or on behalf of the Company shall be made without withholding
or deduction for, or on account of, any present or future taxes, duties, assessments
or governmental charges of whatever nature ("Taxes") imposed or levied
by or on behalf of the Relevant Jurisdiction, unless the withholding or deduction
of the Taxes is required by law. In that event, the Company will pay such additional
amounts as may be necessary in order that the net amounts received by the Holders
after the withholding or deduction shall equal the respective amounts which
would have been receivable in respect of such Notes or, as the case may be,
Coupons, if relevant, in the absence of the withholding or deduction; except
that no additional amounts shall be payable in relation to any payment in respect
of any such Note or Coupon:
(a) presented for payment by or on behalf of, a holder who is liable to the
Taxes in respect of such Note or Coupon by reason of his having some connection
with the Relevant Jurisdiction other than the mere holding of such Note; or
(b) where such withholding or deduction is imposed on a payment to an individual
and is required to be made pursuant to European Council Directive 2003/48/EC
or any law implementing or complying with, or introduced in order to conform
to, such Directive; or
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(c) presented for payment by or on behalf of a holder who would have been able
to avoid such withholding or deduction by presenting the relevant Note or Coupon
to another Paying Agent in a member state of the European Union; or
(d) presented for payment more than thirty (30) days after the Relevant Date
except to the extent that a holder would have been entitled to additional amounts
on presenting the same for payment on the last day of the period of thirty (30)
days assuming, whether or not such is in fact the case, that day to have been
a Presentation Date (as defined in Section 607 hereof); or
(e) where any such tax or duty would not have been so imposed but for the holder's
present or former status as a personal holding company, a passive foreign investment
company, a controlled foreign corporation for U.S. federal tax purposes or a
corporation which accumulates earnings to avoid U.S. federal income tax; or
(f) where such tax would not have been imposed but for the failure of such holder
to comply with any certification, identification or other reporting requirements
concerning the nationality, residence, identity or connection with the United
States of the holder or beneficial owner of such Note or Coupon, if such compliance
is required by statute or regulation of the United States Treasury Department
as a precondition to relief or exemption from such tax; or
(g) where such withholding or deduction is imposed as a result of any estate,
inheritance, gift, sales, transfer, personal property tax or any similar tax,
assessment or other governmental charge; or
(h) where such tax, assessment or governmental charge is payable otherwise than
by deduction or withholding by the Company or its paying agent from payments
of principal of, or interest on, such Note or Coupon; or
(i) where such tax or duty is imposed on interest received by a person described
in Section 88l(c)(3) or Section 871(h)(3)(B) of the U.S. Internal Revenue Code
of 1986; or
(j) where any combination of paragraphs (a) to (i) is applicable.
The Company shall provide such calculation of any additional amounts in writing
to the Trustee.
Section 1002 Interpretation. As used in this Second Supplemental Indenture
and in the Base Indenture as such terms relate to the Notes, the following terms
will be afforded the meanings set forth below:
"Euroclear", "Euro-Clear" or "Euro-Clear System"
means Euroclear Bank S.A./N.V.;
"Eurosystem" means the ECB and the national central banks of the member
states of Europe that have adopted the Euro;
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the "records" of Euroclear and Clearstream, Luxembourg shall be the
records that each of Euroclear and Clearstream, Luxembourg holds for its customers
which reflect the amount of such customer's interest in the relevant Notes;
"Relevant Date" means the date on which the payment first becomes
due but, if the full amount of the money payable has not been received by the
Principal Paying Agent or the Trustee on or before the due date, it means the
date on which, the full amount of the money having been so received, notice
to that effect has been duly given to the Holders by the Company in accordance
with Section 1203 hereof;
"Relevant Jurisdiction" means the United States or any political subdivision
or any authority thereof or therein having power to tax or any other jurisdiction
or any political subdivision or any authority thereof or therein having power
to tax to which the Company becomes subject in respect of payments made by it
of principal and interest on each series of Notes and Coupons;
"Sterling" or "£" means the currency of the United
Kingdom;
a "United States Alien" means any beneficial owner of a Note who or
which, for U.S. federal income tax purposes, is a foreign corporation, a non-resident
alien individual, or a foreign estate or trust, in either case not subject to
U.S. federal income tax on a net income basis on income or gain from a Note
or Coupon, and all of whose beneficiaries are non-U.S. persons; and the term
"United States" means the United States of America (including the
States thereof and the District of Columbia), its territories, its possessions
and other areas subject to its jurisdiction. An individual present in the United
States for one hundred and eighty-three (183) or more days in the taxable year
in which such individual disposes of his or her Note is not a United States
Alien.
Section 1003 Additional Amounts. Any reference in this Second Supplemental
Indenture to any amounts in respect of each series of Notes shall be deemed
also to refer to any additional amounts which may be payable under this Article
Ten or under any undertakings given in addition to, or in substitution for,
this Article Ten pursuant to the Indenture.
ARTICLE ELEVEN
PRESCRIPTION
Section 1101 Prescription. The Notes and Coupons will become void unless
presented for payment within periods of ten (10) years (in the case of principal)
and five years (in the case of interest) from the Relevant Date in respect of
each series of Notes or, as the case may be, the Coupons, subject to the provisions
contained in Sections 205, 305, 405, 505, and 604 through 608 hereof.
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ARTICLE TWELVE
MISCELLANEOUS
Section 1201 Enforcement. The Company shall enforce the provisions of
the Indenture and the Notes, but it shall not be bound to take any such proceedings
or any other action in relation to the Indenture or any series of Notes unless
(a) it has been so directed by all Holders of the relevant series of Notes in
relation to certain provisions as set out in the Indenture or so requested by
the holders of at least the majority in principal amount of such series of Notes
then outstanding (as defined in the Indenture) and (b) it has been indemnified
to its satisfaction.
Section 1202 Replacement of Notes and Coupons. Should any Note or Coupon
be lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified
office of the Principal Paying Agent upon payment by the claimant of the expenses
incurred in connection with the replacement and on such terms as to evidence
and indemnity as the Company may reasonably require. Mutilated or defaced Notes
or Coupons must be surrendered before replacements will be issued.
Section 1203 Notices. In respect of the Notes, pursuant to Section 106
of the Base Indenture all notices to the Holders will be valid if published
in a leading English language daily newspaper published in London or such other
English language daily newspaper with general circulation in Europe as the Trustee
may approve, and so long as any series of Notes are listed on the Irish Stock
Exchange and the guidelines of the Irish Stock Exchange so require, filed with
the Companies Announcement Office of the Irish Stock Exchange; provided while
any series of Notes is represented by a temporary Global Security or by a temporary
Global Security and a permanent Global Security and such Global Security or
Global Securities representing any series of Notes is/are held on behalf of
Euroclear or Clearstream, Luxembourg, such notice will be provided in the manner
described in the terms of such temporary Global Security or permanent Global
Security. It is expected that notice by publication will normally be made in
the Financial Times. The Company shall also ensure that notices are duly published
in a manner which complies with the rules and procedures of any stock exchange
or other relevant authority on which the relevant series of Notes are for the
time being listed. Any such notice will be deemed to have been given on the
date of the first publication or, where required to be published in more than
one newspaper, on the date of the first publication in all required newspapers.
If publication as provided above is not practicable, notice will be given in
such other manner, and shall be deemed to have been given on such date, as the
Trustee may approve. With respect to Coupons, Holders will be deemed for all
purposes to have notice of the contents of any notice given to the Holders in
accordance with this paragraph.
Section 1204 Amendments, Consents and Waivers. Amendments, consents and
waivers from the Holders of the Global Securities shall be obtained in accordance
with the rules and procedures of Euroclear and/or Clearstream, Luxembourg.
Section 1205 Meetings. Meetings of Holders of interests shall be held
in accordance with the rules and procedures of Euroclear and/or Clearstream,
Luxembourg.
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Section 1206 Euroclear and Clearstream, Luxembourg. References in the
Global Securities, the definitive Bearer Securities, this Second Supplemental
Indenture and in the Base Indenture in respect of the Notes to Euroclear and/or
Clearstream, Luxembourg shall be deemed to include references to any other clearing
system approved by the Trustee.
Section 1207 Ratification of Indenture; Controlling Terms. The Base Indenture,
as supplemented by this Second Supplemental Indenture and all exhibits hereto,
is in all respects ratified and confirmed, and this Second Supplemental Indenture
shall be deemed to be, and shall be construed as part of, the Base Indenture
in the manner and to the extent herein and therein provided. In the event of
a conflict between the terms of the Base Indenture and this Second Supplemental
Indenture, this Second Supplemental Indenture shall control. In addition, in
the event of a conflict between the terms of the Notes, issued in substantially
the form attached hereto as Exhibits ▇, ▇, ▇, ▇, ▇, ▇, ▇, ▇, ▇, ▇, ▇ and L,
and the Indenture, the Notes shall control.
Section 1208 Trustee Not Responsible for Recitals. The recitals herein
contained are made by the Company and not by the Trustee, and the Trustee assumes
no responsibility for the correctness thereof. The Trustee makes no representation
as to the validity or sufficiency of this Second Supplemental Indenture.
Section 1209 Governing Law. This Second Supplemental Indenture and the
Notes shall be governed by, and shall be construed in accordance with the laws
of the State of New York.
Section 1210 Separability. In case any one or more of the provisions
contained in this Second Supplemental Indenture or in each series of Notes shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provisions
of this Second Supplemental Indenture or of such Notes, but this Second Supplemental
Indenture and such Notes shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.
Section 1211 Counterparts. This Second Supplemental Indenture may be
executed in any number of counterparts each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the day and year first above written.
PFIZER INC.
By: /s ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President and Treasurer
THE BANK OF NEW YORK MELLON, AS TRUSTEE
By: /s ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
[Second Supplmental Indenture]
EXHIBIT A
FORM OF TEMPORARY GLOBAL SECURITY
REPRESENTING THE EURO NOTES DUE 2013
PFIZER INC.
TEMPORARY GLOBAL SECURITY
€1,850,000,000
3.625 PER CENT. NOTES DUE 2013
ISIN: XS0432069747
COMMON CODE: 043206974
This temporary Global Security is issued in respect of the 3.625 per cent. notes
due 2013 (the "Euro Notes due 2013") of Pfizer Inc. (the "Company").
The Euro Notes due 2013 are issued subject to and with the benefit of an indenture,
dated as of January 30, 2001 (the "Base Indenture") as supplemented
by the Second Supplemental Indenture dated as of June 2, 2009 (the "Second
Supplemental Indenture" and, together with the Base Indenture, the "Indenture"),
which then shall have the meaning assigned to it in such instrument), between,
among others, the Company and The Bank of New York Mellon as Trustee (the "Trustee").
ARTICLE ONE
PROMISE TO PAY
Subject as provided in this temporary Global Security, the Company, for value
received, promises to pay the bearer of this temporary Global Security the sum
of €1,850,000,000 (one billion and eight hundred and fifty million Euros)
or such lesser sum as is equal to the principal amount of the Euro Notes due
2013 represented by this temporary Global Security on June 3, 2013 or on such
earlier date as the principal in respect of this temporary Global Security may
become due under the Indenture and to pay interest on the principal sum for
the time being outstanding at the rate of 3.625 per cent. per annum from and
including June 3, 2009 payable annually in arrear on each Interest Payment Date
(as defined in the Indenture) until payment of the principal sum has been made
or duly provided for in full together with any other amounts as may be payable,
all subject to and under the Indenture.
The principal amount of Euro Notes due 2013 represented by this temporary Global
Security shall be the aggregate amount from time to time entered in the records
of both Euroclear Bank S.A./N.V. and Clearstream Banking, société
anonyme (together the "relevant
A-1
Clearing Systems"). The records of the relevant Clearing Systems (which expression in this temporary Global Security means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Euro Notes due 2013) shall be conclusive evidence of the principal amount of Euro Notes due 2013 represented by this temporary Global Security and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Euro Notes due 2013 represented by this temporary Global Security at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.
ARTICLE TWO
EXCHANGE FOR PERMANENT GLOBAL SECURITY AND PURCHASES
The permanent Global Security to be issued on exchange for interests in this
temporary Global Security will be substantially in the form set out in Exhibit
B of the Second Supplemental Indenture.
Subject as provided below, the permanent Global Security will only have an entry
made to represent definitive Bearer Securities after the date which is forty
(40) days after the closing date for the Euro Notes due 2013 (the "Exchange
Date").
Interests in this temporary Global Security may be exchanged for interests recorded
in the records of the relevant Clearing Systems in a duly executed and authenticated
permanent Global Security without charge, in full or partial exchange for this
temporary Global Security, in order that the permanent Global Security represents
an aggregate principal amount of Euro Notes due 2013 equal to the principal
amount of this temporary Global Security submitted for exchange. Notwithstanding
the foregoing, no such exchange shall be made unless there shall have been presented
to the Principal Paying Agent or such other person as the Principal Paying Agent
may direct (the "Exchange Agent") by a relevant Clearing System a
certificate to the effect that it has received from or in respect of a person
entitled to a beneficial interest in a particular principal amount of the Euro
Notes due 2013 (as shown by its records) a certificate of non-US beneficial
ownership in the form required by it and substantially in the form set out in
Exhibit A of the Base Indenture, from such person in the form required by it
and substantially in the form set out in Exhibit B of the Base Indenture unless
such certification has already been made.
Notwithstanding the foregoing, where this temporary Global Security has been
exchanged in part for the permanent Global Security pursuant to the foregoing
and definitive Bearer Securities have been issued in exchange for the total
amount of Euro Notes due 2013 represented by the permanent Global Security pursuant
to its terms, then interests in this temporary Global Security will no longer
be exchangeable for interests in the permanent Global Security but will be exchangeable,
in full or partial exchange, for duly executed and authenticated definitive
Bearer Securities, without charge, in the denomination of €50,000 each
with Coupons attached, such definitive Bearer Securities to be substantially
in the form set out in the Second Supplemental Indenture. Notwithstanding the
foregoing, definitive Bearer Securities shall not be so issued and delivered
unless there shall have been presented to the Exchange
A-2
Agent by a relevant Clearing System a certificate to the effect that it has
received from or in respect of a person entitled to a beneficial interest in
a particular principal amount of Euro Notes due 2013 (as shown by its records)
a certificate of non-US beneficial ownership in the form required by it and
substantially in the form set out in Exhibit A of the Base Indenture, from such
person in the form required by it and substantially in the form set out in Exhibit
B of the Base Indenture unless such certification has already been made.
Any person who would, but for the provisions of this temporary Global Security
and of the Indenture, otherwise be entitled to receive either (a) an interest
in the permanent Global Security or (b) definitive Bearer Securities shall not
be entitled to require the exchange of an appropriate part of this temporary
Global Security for an interest in the permanent Global Security or definitive
Bearer Securities unless and until he shall have delivered or caused to be delivered
to a relevant Clearing System a certificate of non-US beneficial ownership in
the form required by it and substantially in the form set out in Exhibit A of
the Base Indenture.
Presentation of this temporary Global Security for exchange shall be made by
the bearer hereof on any day (other than a Saturday or Sunday) on which banks
are open for general business in London. The aggregate principal amount of interests
in the permanent Global Security recorded in the records of the relevant Clearing
Systems or, as the case may be, definitive Bearer Securities issued upon an
exchange of this temporary Global Security will, subject to the terms hereof,
be equal to the aggregate principal amount of this temporary Global Security
submitted by the bearer for exchange (to the extent that such principal amount
does not exceed the aggregate principal amount of this temporary Global Security).
Upon (a) any exchange of a part of this temporary Global Security for an interest
in the permanent Global Security or for a definitive Bearer Security, (b) receipt
of instructions from a relevant Clearing System that, following the purchase
by or on behalf of the Company of a part of this temporary Global Security,
part is to be cancelled or (c) any redemption of a part of this temporary Global
Security, the Company shall procure that the portion of the principal amount
of this temporary Global Security so exchanged, cancelled or redeemed shall
be entered pro rata in the records of the relevant Clearing Systems. On an exchange
in whole of this temporary Global Security, this temporary Global Security shall
be surrendered to or to the order of the Paying Agent.
ARTICLE THREE
BENEFITS
Until the entire principal amount of this temporary Global Security has been
extinguished in exchange for the permanent Global Security and/or definitive
Bearer Securities, the bearer of this temporary Global Security shall in all
respects be entitled to the same benefits as if he were the bearer of the definitive
Bearer Securities referred to above, except that the bearer of this temporary
Global Security shall only be entitled to receive any payment on this temporary
Global Security on presentation of certificates as provided below. Accordingly,
except as ordered by a court of competent jurisdiction or as required by law
or applicable regulation, the Company, Trustee and any Paying Agent may deem
and treat the holder of this
A-3
temporary Global Security as the absolute owner of this temporary Global Security for all purposes. All payments of any amounts payable and paid to such holder shall, to the extent of the sums so paid, discharge the liability for the moneys payable on this temporary Global Security and on the relevant definitive Bearer Securities and/or Coupons.
ARTICLE FOUR
PAYMENTS
Payments due in respect of Euro Notes due 2013 for the time being represented
by this temporary Global Security shall be made to the bearer of this temporary
Global Security only upon presentation by a relevant Clearing System to the
Paying Agent at its specified office of a certificate to the effect that it
has received from or in respect of a person entitled to a particular principal
amount of the Euro Notes due 2013 (as shown on its records) a certificate of
non-US beneficial ownership in the form required by it and substantially in
the form set forth in Exhibit A of the Base Indenture. Each payment so made
will discharge the Company's obligations in respect thereof.
The bearer of this temporary Global Security will not be entitled to receive
any payment of interest due on or after the Exchange Date unless, upon due certification,
exchange of this temporary Global Security is improperly withheld or refused.
Upon any payment in respect of the Euro Notes due 2013 represented by this temporary
Global Security, the Company shall procure that the amount so paid shall be
entered pro rata in the records of the relevant Clearing Systems. In the case
of any payment of principal the Company shall procure that the amount so paid
shall be entered pro rata in the records of the relevant Clearing Systems and,
upon such entry being made, the principal amount of the Euro Notes due 2013
recorded in the records of the relevant Clearing Systems and represented by
this temporary Global Security shall be reduced by the amount so paid. Any failure
to make such entries shall not affect the discharge referred to in the first
paragraph above.
ARTICLE FIVE
ACCOUNTHOLDERS
For so long as any of the Euro Notes due 2013 is represented by this temporary
Global Security or by this temporary Global Security and the permanent Global
Security and such Global Security(s) is/are held on behalf of the relevant Clearing
Systems, each person (other than a relevant Clearing System) who is for the
time being shown in the records of a relevant Clearing System as the holder
of a particular principal amount of Euro Notes due 2013 (each an "Accountholder")
(in which regard any certificate or other document issued by a relevant Clearing
System as to the principal amount of such Euro Notes due 2013 standing to the
account of any person shall, in the absence of manifest error, be conclusive
and binding for all purposes) shall be treated as the holder of such principal
amount of such Euro Notes due 2013 for all purposes (including but not limited
to, for the purposes of any quorum requirements of, or the right to demand a
poll at, meetings of the Holders and giving notice to the Company pursuant to
Section 501 of the Base Indenture) other than with respect to the payment of
principal amount and interest of such Euro Notes due 2013, the right to which
shall be vested, as against the Company, solely in the bearer of this temporary
Global Security in accordance with and subject to its terms and the terms of
the Indenture. The Trustee will look solely to the relevant Clearing Systems
for the determination of who may be treated as an Accountholder for all purposes
under the Indenture (including but not limited to, for the purposes of any quorum
requirements of, or the right to demand a poll at, meetings of the Holders and
giving notice to the Company pursuant
A-4
to Section 501 of the Base Indenture) other than with respect to the payment
of principal amount and interest of such Euro Notes due 2013, the right to which
shall be vested, as against the Company, solely in the bearer of this temporary
Global Security in accordance with and subject to its terms and the terms of
the Indenture. Each Accountholder must look solely to the relevant Clearing
Systems, for its share of each payment made to the bearer of this temporary
Global Security. With respect to this temporary Global Security, the "records"
of the relevant Clearing Systems shall mean the records that each of the relevant
Clearing Systems holds for its customers which reflect the amount of such customer's
interest in the Euro Notes due 2013.
The Company covenants in favor of each Accountholder that it will make all payments
in respect of the principal amount of Euro Notes due 2013 for the time being
shown in the records of the relevant Clearing Systems as being held by the Accountholder
and represented by this temporary Global Security to the bearer of this temporary
Global Security in accordance with Article One hereof and acknowledges that
each Accountholder may take proceedings to enforce this covenant and any of
the other rights which it has under the first paragraph of this clause directly
against the Company.
ARTICLE SIX
NOTICES
For so long as all of the Euro Notes due 2013 are represented by this temporary
Global Security or by this temporary Global Security and the permanent Global
Security and such Global Security(s) is/are held on behalf of a relevant Clearing
System, notices to Holders may be given by delivery of the relevant notice to
the relevant Clearing Systems for communication to the relative Accountholders
rather than by publication as required by Section 1203 of the Second Supplemental
Indenture; provided that, so long as the Euro Notes due 2013 are listed on the
Luxembourg Stock Exchange, notice will also be given by filing with the Companies
Announcement Office of the Irish Stock Exchange if and to the extent that the
guidelines of the Irish Stock Exchange so require. Any such notice shall be
deemed to have been given to the Holders on the second day after the day on
which such notice is delivered to the relevant Clearing Systems as aforesaid.
ARTICLE SEVEN
PRESCRIPTION
Claims against the Company in respect of principal and interest on the Euro
Notes due 2013 represented by this temporary Global Security will be prescribed
after ten (10) years
A-5
(in the case of principal and five (5) years (in the case of interest) from the Relevant Date (as defined in Article Ten of the Second Supplemental Indenture).
ARTICLE EIGHT
REDEMPTION AT THE OPTION OF THE COMPANY
For so long as all of the Euro Notes due 2013 are represented by this temporary
Global Security or by this temporary Global Security and the permanent Global
Security and such Global Security(s) is/are held on behalf of a relevant Clearing
System, no drawing of Euro Notes due 2013 to be redeemed will be required under
Section 703 of the Second Supplemental Indenture in the event that the Company
exercises its option pursuant to Section 702 of the Second Supplemental Indenture
in respect of less than the aggregate principal amount of the Euro Notes due
2013 outstanding at such time. In such event, the partial redemption will be
effected in accordance with the rules and procedures of the relevant Clearing
Systems (to be reflected in the records of the relevant Clearing Systems as
either a pool factor or a reduction in nominal amount, at their discretion).
ARTICLE NINE
THE RELEVANT CLEARING SYSTEMS
The Euro Notes due 2013 represented by this temporary Global Security are transferable
in accordance with the rules and procedures of the relevant Clearing Systems.
ARTICLE TEN
AUTHENTICATION AND EFFECTUATION
This temporary Global Security shall not become valid or enforceable for any
purpose unless and until it has been authenticated by or on behalf of the Trustee
referred to herein and effectuated by the entity appointed as common safe-keeper
by the relevant Clearing Systems.
ARTICLE ELEVEN
GOVERNING LAW
This temporary Global Security is governed by, and shall be construed in accordance
with, the law of the State of New York.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
A-6
.
Dated:
By:____________________________ __
Name:
Title:
Attest:______________________________
Name:
Title:
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Second Supplemental Indenture.
The Bank of New York Mellon, as Trustee
By:_______________________________
Name:
Title:
CERTIFICATE OF EFFECTUATION
Effectuated without recourse, warranty or liability by
__________________________________
as common safe-keeperBy:_______________________________
Name:
Title:
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EXHIBIT B
FORM OF PERMANENT GLOBAL SECURITY
REPRESENTING THE EURO NOTES DUE 2013
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
PFIZER INC.
PERMANENT GLOBAL SECURITY
€1,850,000,000
3.625 PER CENT. NOTES DUE 2013
ISIN: XS0432069747
COMMON CODE: 043206974
This permanent Global Security is issued in respect of the 3.625 per cent. notes
due 2013 (the "Euro Notes due 2013") of Pfizer Inc. (the "Company").
The Euro Notes due 2013 are initially represented by a temporary Global Security
interests in which will be exchanged in accordance with the terms of the temporary
Global Security for interests in this permanent Global Security and, if applicable,
definitive Bearer Securities. The Euro Notes due 2013 are issued subject to
and with the benefit of an indenture, dated as of January 30, 2001 (the "Base
Indenture") as supplemented by the Second Supplemental Indenture dated
as of June 2, 2009 (the "Second Supplemental Indenture" and, together
with the Base Indenture, the "Indenture", which then shall have the
meaning assigned to it in such instrument), between, among others, the Company
and The Bank of New York Mellon as Trustee (the "Trustee").
ARTICLE ONE
PROMISE TO PAY
Subject as provided in this permanent Global Security, the Company, for value
received, promises to pay the bearer of this permanent Global Security the sum
of €1,850,000,000 (one billion and eight hundred and fifty million Euros)
or such lesser sum as is equal to the principal amount of the Euro Notes due
2013 represented by this permanent Global Security on June 3, 2013 or on such
earlier date as the principal in respect of this permanent Global Security may
become due under the Indenture and to pay interest on the principal sum for
B-1
the time being outstanding at the rate of 3.625 per cent. per annum from and
including June 3, 2009 payable annually in arrear on each Interest Payment Date
(as defined in the Indenture) until payment of the principal sum has been made
or duly provided for in full together with any other amounts as may be payable,
all subject to and under the Indenture.
The principal amount of Euro Notes due 2013 represented by this permanent Global
Security shall be the aggregate amount from time to time entered in the records
of both Euroclear Bank S.A./N.V. and Clearstream Banking, société
anonyme (together the "relevant Clearing Systems"). The records of
the relevant Clearing Systems (which expression in this permanent Global Security
means the records that each relevant Clearing System holds for its customers
which reflect the amount of such customer's interest in the Euro Notes due 2013)
shall be conclusive evidence of the principal amount of Euro Notes due 2013
represented by this permanent Global Security and, for these purposes, a statement
issued by a relevant Clearing System (which statement shall be made available
to the bearer upon request) stating the nominal amount of Euro Notes due 2013
represented by this permanent Global Security at any time shall be conclusive
evidence of the records of the relevant Clearing System at that time.
ARTICLE TWO
EXCHANGE OF INTERESTS IN THE TEMPORARY GLOBAL SECURITY FOR INTERESTS IN THIS PERMANENT GLOBAL SECURITY
Upon any exchange of an interest recorded in the records of the relevant Clearing
Systems in the temporary Global Security representing the Euro Notes due 2013
for an interest recorded in the records of the relevant Clearing Systems in
this permanent Global Security, the Company shall procure that details of such
exchange shall be entered pro rata in the records of the relevant Clearing Systems.
ARTICLE THREE
EXCHANGE FOR DEFINITIVE BEARER SECURITIES AND PURCHASES
The permanent Global Security will be exchangeable in whole but not in part
(free of charge to the holder) for definitive Bearer Securities only:
(a) upon the happening of any of the events defined in the Indenture as "Events
of Default";
(b) if either Euroclear or Clearstream, Luxembourg is closed for business for
a continuous period of fourteen (14) days (other than by reason of holiday,
statutory or otherwise) or announces an intention permanently to cease business
or does in fact do so and no alternative clearing system satisfactory to the
Trustee is available; or
(c) if the Company would suffer a disadvantage as a result of a change in laws
or regulations (taxation or otherwise) or as a result of a change in the practice
of Euroclear and/or Clearstream, Luxembourg which would not be suffered were
the Euro Notes due 2013 in
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definitive form and a certificate to such effect signed by two current directors
of the Company is given to the Trustee; or
(d) upon not less than sixty (60) days' written notice from Euroclear and/or
Clearstream, Luxembourg (acting on the instructions of any holder of an interest
in such permanent Global Security) to the Principal Paying Agent.
Thereupon (in the case of (a), (b) and (c) above) the holder of the permanent
Global Security (acting on the instructions of one or more of the Accountholders
(as defined below)) or the Trustee may give notice to the Company and (in the
case of (c) above) the Company may give notice to the Trustee and the Holders,
of its intention to exchange the permanent Global Security for definitive Bearer
Securities on or after the Exchange Date (as defined below).
On or after the Exchange Date the holder of the permanent Global Security may
or, in the case of (c) above, shall surrender the permanent Global Security
to or to the order of the Principal Paying Agent. In exchange for the permanent
Global Security the Company will deliver, or procure the delivery of, an equal
aggregate principal amount of definitive Bearer Securities (having attached
to them all Coupons in respect of interest which has not already been paid on
the permanent Global Security), security printed in accordance with any applicable
legal and stock exchange requirements and in or substantially in the form set
out in the Indenture. On exchange of the permanent Global Security, the Company
will procure that it is cancelled and, if the holder so requests, returned to
the holder together with any relevant definitive Bearer Securities. Definitive
Bearer Securities to be delivered on exchange shall be delivered only outside
the United States. The definitive Bearer Securities to be issued on exchange
will be in bearer form in the denomination of €50,000 each with Coupons
attached and will be substantially in the form set out in Exhibit C to the Second
Supplemental Indenture.
The Company shall deliver to the Trustee sufficient definitive Bearer Securities
to give effect to any exchange as set forth in this Article Three.
For these purposes, "Exchange Date" means a day specified in the notice
requiring exchange falling not less than sixty (60) days after that on which
such notice is given and being a day on which banks are open for general business
in the place in which the specified office of the Principal Paying Agent is
located and, except in the case of exchange pursuant to (b) above, in the place
in which the relevant clearing system is located.
ARTICLE FOUR
BENEFITS
Until the entire principal amount of this permanent Global Security has been
extinguished in exchange for definitive Bearer Securities or in any other manner
envisaged by the terms of the Second Supplemental Indenture, the bearer of this
permanent Global Security shall in all respects be entitled to the same benefits
as if he were the bearer of the definitive Bearer Securities referred to above.
Accordingly, except as ordered by a court of competent
B-3
jurisdiction or as required by law or applicable regulation, the Company, the Trustee and any Paying Agent may deem and treat the holder of this permanent Global Security as the absolute owner of this permanent Global Security for all purposes. All payments of any amounts payable and paid to such holder shall, to the extent of the sums so paid, discharge the liability for the moneys payable on this permanent Global Security and on the relevant definitive Bearer Securities and/or Coupons.
ARTICLE FIVE
PAYMENTS
Payments due in respect of Euro Notes due 2013 for the time being represented
by this permanent Global Security shall be made to the bearer of this permanent
Global Security and each payment so made will discharge the Company's obligations
in respect thereof.
Upon any payment in respect of the Euro Notes due 2013 represented by this permanent
Global Security, the Company shall procure that the amount so paid shall be
entered pro rata in the records of the relevant Clearing Systems. In the case
of any payment of principal the Company shall procure that the amount so paid
shall be entered pro rata in the records of the relevant Clearing Systems and,
upon any such entry being made, the principal amount of the Euro Notes due 2013
recorded in the records of the relevant Clearing Systems and represented by
this permanent Global Security shall be reduced by the amount so paid. Any failure
to make such entries shall not affect the discharge referred to in the previous
paragraph.
ARTICLE SIX
ACCOUNTHOLDERS
For so long as any of the Euro Notes due 2013 are represented by this permanent
Global Security or by this permanent Global Security and the temporary Global
Security and such Global Security(s) is/are held on behalf of the relevant Clearing
Systems, each person (other than a relevant Clearing System) who is for the
time being shown in the records of a relevant Clearing System as the holder
of a particular principal amount of Euro Notes due 2013 (each an "Accountholder")
(in which regard any certificate or other document issued by a relevant Clearing
System as to the principal amount of such Euro Notes due 2013 standing to the
account of any person shall, in the absence of any manifest error, be conclusive
and binding for all purposes) shall be treated as the holder of such principal
amount of such Euro Notes due 2013 for all purposes (including but not limited
to, for the purposes of any quorum requirements of, or the right to demand a
poll at, meetings of the Holders and giving notice to the Company pursuant to
Section 501 of the Base Indenture) other than with respect to the payment of
principal amount and interest on such principal amount of such Euro Notes due
2013, the right to which shall be vested, as against the Company, solely in
the bearer of this permanent Global Security in accordance with and subject
to its terms and the terms of the Indenture. The Trustee will look solely to
the relevant Clearing Systems for the determination of who may be treated as
an Accountholder for all purposes under the Indenture (including but not limited
to, for the purposes of any quorum requirements of, or the right to demand a
poll at, meetings of the Holders and
B-4
giving notice to the Company pursuant to Section 501 of the Base Indenture)
other than with respect to the payment of principal amount and interest on such
principal amount of such Euro Notes due 2013, the right to which shall be vested,
as against the Company, solely in the bearer of this temporary Global Security
in accordance with and subject to its terms and the terms of the Indenture.
Each Accountholder must look solely to the relevant Clearing Systems for its
share of each payment made to the bearer of this permanent Global Security.
With respect to this permanent Global Security, the "records" of Euroclear
and Clearstream, Luxembourg shall mean the records that each of Euroclear and
Clearstream, Luxembourg holds for its customers which reflect the amount of
such customer's interest in the Euro Notes due 2013.
The Company covenants in favor of each Accountholder that it will make all payments
in respect of the principal amount of Euro Notes due 2013 for the time being
shown in the records of the relevant Clearing Systems as being held by the Accountholder
and represented by this permanent Global Security to the bearer of this permanent
Global Security in accordance with Article One above and acknowledges that each
Accountholder may take proceedings to enforce this covenant and any of the other
rights which it has under the first paragraph of this clause directly against
the Company.
ARTICLE SEVEN
NOTICES
For so long as all of the Euro Notes due 2013 are represented by this permanent
Global Security or by this permanent Global Security and the temporary Global
Security and such Global Security(s) is/are held on behalf of a relevant Clearing
System, notices to Holders may be given by delivery of the relevant notice to
the relevant Clearing Systems for communication to the relative Accountholders
rather than by publication as required by Section 1203 of the Second Supplemental
Indenture, provided that, so long as the Euro Notes due 2013 are listed on the
Irish Stock Exchange, notice will also be given by filing with the Companies
Announcement Office of the Irish Stock Exchange if and to the extent that the
guidelines of the Irish Stock Exchange so require. Any such notice shall be
deemed to have been given to the Holders on the second day after the day on
which such notice is delivered to the relevant Clearing Systems as aforesaid.
ARTICLE EIGHT
PRESCRIPTION
Claims against the Company in respect of principal and interest on the Euro
Notes due 2013 represented by this permanent Global Security will be prescribed
after ten (10) years (in the case of principal) and five (5) years (in the case
of interest) from the Relevant Date (as defined in Article Ten of the Second
Supplemental Indenture).
B-5
ARTICLE NINE
REDEMPTION AT THE OPTION OF THE COMPANY
For so long as all of the Euro Notes due 2013 are represented by this permanent
Global Security or by this permanent Global Security and the temporary Global
Security and such Global Security(s) is/are held on behalf of the relevant Clearing
Systems, no drawing of Euro Notes due 2013 to be redeemed will be required under
Section 703 of the Second Supplemental Indenture in the event that the Company
exercises its option pursuant to Section 702 of the Second Supplemental Indenture
in respect of less than the aggregate principal amount of the Euro Notes due
2013 outstanding at such time. In such event, the partial redemption will be
effected in accordance with the rules and procedures of the relevant Clearing
Systems (to be reflected in the records of the relevant Clearing Systems as
either a pool factor or a reduction in nominal amount, at their discretion).
ARTICLE TEN
THE RELEVANT CLEARING SYSTEMS
The Euro Notes due 2013 represented by this permanent Global Security are transferable
in accordance with the rules and procedures of the relevant Clearing Systems.
ARTICLE ELEVEN
AUTHENTICATION AND EFFECTUATION
This permanent Global Security shall not become valid or enforceable for any
purpose unless and until it has been authenticated by or on behalf of the Trustee
referred to herein and effectuated by the entity appointed as common safe-keeper
by the relevant Clearing Systems.
ARTICLE TWELVE
GOVERNING LAW
This permanent Global Security is governed by, and shall be construed in accordance
with, the law of the State of New York.
B-6
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
PFIZER INC.
Dated:
By:____________________________ __
Name:
Title:
Attest:______________________________
Name:
Title:
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Second Supplemental Indenture.
The Bank of New York Mellon, as Trustee
By:_______________________________
Name:
Title:
CERTIFICATE OF EFFECTUATION
Effectuated without recourse, warranty or liability by
__________________________________
as common safe-keeperBy:_______________________________
Name:
Title:
B-7
EXHIBIT C
FORM OF DEFINITIVE BEARER SECURITY
REPRESENTING THE EURO NOTES DUE 2013
AND RELATED COUPON
DEFINITIVE BEARER SECURITY
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
_______________________________________________________________________________________________
[0,000/00,000] ISIN:
COMMON CODE: [Serial
No.]
XS0432069747
043206974
_______________________________________________________________________________________________
PFIZER INC.
€1,850,000,000 3.625 PER CENT.
NOTES DUE 2013
This definitive Bearer Security is issued in respect of the 3.625 per cent.
notes due 2013 (the Euro Notes due 2013") of Pfizer Inc. ( the "Company").
The issue of the Euro Notes due 2013 was authorized by a resolution of the Securities
Committee of the Company on May 27, 2009, pursuant to an authorization of the
Board of Directors of the Company dated June 27, 2002. The Euro Notes due 2013
are issued subject to and with the benefit of an indenture, dated as of January
30, 2001 (the "Base Indenture") as supplemented by the Second Supplemental
Indenture dated as of June 2, 2009 (the "Second Supplemental Indenture"
and, together with the Base Indenture, the "Indenture", which then
shall have the meaning assigned to it in such instrument), between, among others,
the Company and The Bank of New York Mellon as Trustee. The Euro Notes due 2013
are issued as Securities in bearer form in the denomination of €50,000
each with Coupons attached in an aggregate principal amount of €1,850,000,000.
The Company for value received and subject to and in accordance with the Indenture
hereby promises to pay to the bearer on June 3, 2013 (or on such earlier date
as the principal sum hereunder mentioned may become repayable in accordance
with the Indenture) the principal sum of:
[€ ]
C-1
together with interest on the said principal sum at the rate of 3.625 per cent.
per annum payable annually in arrear on each Interest Payment Date and together
with such other amounts (if any) as may be payable, all subject to and in accordance
with the provisions of the Indenture.
Neither this definitive Bearer Security nor the Coupons appertaining hereto
shall be or become valid or obligatory for any purpose unless and until this
definitive Bearer Security has been authenticated by or on behalf of the Trustee
referred to herein.
This definitive Bearer Security is governed by, and shall be construed in accordance
with, the law of the State of New York.
C-2
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
PFIZER INC.
Dated:
By:______________________________
Name:
Title:
Attest:_____________________________
Name:
Title:
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Second Supplemental Indenture.
The Bank of New York Mellon, as Trustee
By:_______________________________
Name:
Title:
C-3
FORM OF COUPON
On the front:
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
PFIZER INC.
€1,850,000,000 3.625 PER CENT.
NOTES DUE 2013
Coupon appertaining to a definitive Bearer Security in the denomination of €50,000.
This Coupon is separately
Coupon for
negotiable, payable to bearer, [
] [ ]
and subject to the due
on
terms of the Indenture. [
], [20 ]
PFIZER INC.
By: ____________________
_________________________________________________________________________
[No.] [0,000/00,000]
ISIN: COMMON
CODE: [Serial No.]
XS0432069747
043206974
__________________________________________________________________________
C-4
EXHIBIT D
FORM OF TEMPORARY GLOBAL SECURITY
REPRESENTING THE EURO NOTES DUE 2016
PFIZER INC.
TEMPORARY GLOBAL SECURITY
€2,000,000,000
4.750 PER CENT. NOTES DUE 2016
ISIN: XS0432070752
COMMON CODE: 043207075
This temporary Global Security is issued in respect of the 4.750 per cent. notes
due 2016 (the "Euro Notes due 2016") of Pfizer Inc. (the "Company").
The Euro Notes due 2016 are issued subject to and with the benefit of an indenture,
dated as of January 30, 2001 (the "Base Indenture") as supplemented
by the Second Supplemental Indenture dated as of June 2, 2009 (the "Second
Supplemental Indenture" and, together with the Base Indenture, the "Indenture"),
which then shall have the meaning assigned to it in such instrument), between,
among others, the Company and The Bank of New York Mellon as Trustee (the "Trustee").
ARTICLE ONE
PROMISE TO PAY
Subject as provided in this temporary Global Security, the Company, for value
received, promises to pay the bearer of this temporary Global Security the sum
of €2,000,000,000 (two billion Euros) or such lesser sum as is equal to
the principal amount of the Euro Notes due 2016 represented by this temporary
Global Security on June 3, 2016 or on such earlier date as the principal in
respect of this temporary Global Security may become due under the Indenture
and to pay interest on the principal sum for the time being outstanding at the
rate of 4.750 per cent. per annum from and including June 3, 2009 payable annually
in arrear on each Interest Payment Date (as defined in the Indenture) until
payment of the principal sum has been made or duly provided for in full together
with any other amounts as may be payable, all subject to and under the Indenture.
The principal amount of Euro Notes due 2016 represented by this temporary Global
Security shall be the aggregate amount from time to time entered in the records
of both Euroclear Bank S.A./N.V. and Clearstream Banking, société
anonyme (together the "relevant
D-1
Clearing Systems"). The records of the relevant Clearing Systems (which expression in this temporary Global Security means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Euro Notes due 2016) shall be conclusive evidence of the principal amount of Euro Notes due 2016 represented by this temporary Global Security and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Euro Notes due 2016 represented by this temporary Global Security at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.
ARTICLE TWO
EXCHANGE FOR PERMANENT GLOBAL SECURITY AND PURCHASES
The permanent Global Security to be issued on exchange for interests in this
temporary Global Security will be substantially in the form set out in Exhibit
E of the Second Supplemental Indenture.
Subject as provided below, the permanent Global Security will only have an entry
made to represent definitive Bearer Securities after the date which is forty
(40) days after the closing date for the Euro Notes due 2016 (the "Exchange
Date").
Interests in this temporary Global Security may be exchanged for interests recorded
in the records of the relevant Clearing Systems in a duly executed and authenticated
permanent Global Security without charge, in full or partial exchange for this
temporary Global Security, in order that the permanent Global Security represents
an aggregate principal amount of Euro Notes due 2016 equal to the principal
amount of this temporary Global Security submitted for exchange. Notwithstanding
the foregoing, no such exchange shall be made unless there shall have been presented
to the Principal Paying Agent or such other person as the Principal Paying Agent
may direct (the "Exchange Agent") by a relevant Clearing System a
certificate to the effect that it has received from or in respect of a person
entitled to a beneficial interest in a particular principal amount of the Euro
Notes due 2016 (as shown by its records) a certificate of non-US beneficial
ownership in the form required by it and substantially in the form set out in
Exhibit A of the Base Indenture, from such person in the form required by it
and substantially in the form set out in Exhibit B of the Base Indenture unless
such certification has already been made.
Notwithstanding the foregoing, where this temporary Global Security has been
exchanged in part for the permanent Global Security pursuant to the foregoing
and definitive Bearer Securities have been issued in exchange for the total
amount of Euro Notes due 2016 represented by the permanent Global Security pursuant
to its terms, then interests in this temporary Global Security will no longer
be exchangeable for interests in the permanent Global Security but will be exchangeable,
in full or partial exchange, for duly executed and authenticated definitive
Bearer Securities, without charge, in the denomination of €50,000 each
with Coupons attached, such definitive Bearer Securities to be substantially
in the form set out in the Second Supplemental Indenture. Notwithstanding the
foregoing, definitive Bearer Securities shall not be so issued and delivered
unless there shall have been presented to the Exchange
D-2
Agent by a relevant Clearing System a certificate to the effect that it has
received from or in respect of a person entitled to a beneficial interest in
a particular principal amount of Euro Notes due 2016 (as shown by its records)
a certificate of non-US beneficial ownership in the form required by it and
substantially in the form set out in Exhibit A of the Base Indenture, from such
person in the form required by it and substantially in the form set out in Exhibit
B of the Base Indenture unless such certification has already been made.
Any person who would, but for the provisions of this temporary Global Security
and of the Indenture, otherwise be entitled to receive either (a) an interest
in the permanent Global Security or (b) definitive Bearer Securities shall not
be entitled to require the exchange of an appropriate part of this temporary
Global Security for an interest in the permanent Global Security or definitive
Bearer Securities unless and until he shall have delivered or caused to be delivered
to a relevant Clearing System a certificate of non-US beneficial ownership in
the form required by it and substantially in the form set out in Exhibit A of
the Base Indenture.
Presentation of this temporary Global Security for exchange shall be made by
the bearer hereof on any day (other than a Saturday or Sunday) on which banks
are open for general business in London. The aggregate principal amount of interests
in the permanent Global Security recorded in the records of the relevant Clearing
Systems or, as the case may be, definitive Bearer Securities issued upon an
exchange of this temporary Global Security will, subject to the terms hereof,
be equal to the aggregate principal amount of this temporary Global Security
submitted by the bearer for exchange (to the extent that such principal amount
does not exceed the aggregate principal amount of this temporary Global Security).
Upon (a) any exchange of a part of this temporary Global Security for an interest
in the permanent Global Security or for a definitive Bearer Security, (b) receipt
of instructions from a relevant Clearing System that, following the purchase
by or on behalf of the Company of a part of this temporary Global Security,
part is to be cancelled or (c) any redemption of a part of this temporary Global
Security, the Company shall procure that the portion of the principal amount
of this temporary Global Security so exchanged, cancelled or redeemed shall
be entered pro rata in the records of the relevant Clearing Systems. On an exchange
in whole of this temporary Global Security, this temporary Global Security shall
be surrendered to or to the order of the Paying Agent.
ARTICLE THREE
BENEFITS
Until the entire principal amount of this temporary Global Security has been
extinguished in exchange for the permanent Global Security and/or definitive
Bearer Securities, the bearer of this temporary Global Security shall in all
respects be entitled to the same benefits as if he were the bearer of the definitive
Bearer Securities referred to above, except that the bearer of this temporary
Global Security shall only be entitled to receive any payment on this temporary
Global Security on presentation of certificates as provided below. Accordingly,
except as ordered by a court of competent jurisdiction or as required by law
or applicable regulation, the Company, Trustee and any Paying Agent may deem
and treat the holder of this
D-3
temporary Global Security as the absolute owner of this temporary Global Security for all purposes. All payments of any amounts payable and paid to such holder shall, to the extent of the sums so paid, discharge the liability for the moneys payable on this temporary Global Security and on the relevant definitive Bearer Securities and/or Coupons.
ARTICLE FOUR
PAYMENTS
Payments due in respect of Euro Notes due 2016 for the time being represented
by this temporary Global Security shall be made to the bearer of this temporary
Global Security only upon presentation by a relevant Clearing System to the
Paying Agent at its specified office of a certificate to the effect that it
has received from or in respect of a person entitled to a particular principal
amount of the Euro Notes due 2016 (as shown on its records) a certificate of
non-US beneficial ownership in the form required by it and substantially in
the form set forth in Exhibit A of the Base Indenture. Each payment so made
will discharge the Company's obligations in respect thereof.
The bearer of this temporary Global Security will not be entitled to receive
any payment of interest due on or after the Exchange Date unless, upon due certification,
exchange of this temporary Global Security is improperly withheld or refused.
Upon any payment in respect of the Euro Notes due 2016 represented by this temporary
Global Security, the Company shall procure that the amount so paid shall be
entered pro rata in the records of the relevant Clearing Systems. In the case
of any payment of principal the Company shall procure that the amount so paid
shall be entered pro rata in the records of the relevant Clearing Systems and,
upon such entry being made, the principal amount of the Euro Notes due 2016
recorded in the records of the relevant Clearing Systems and represented by
this temporary Global Security shall be reduced by the amount so paid. Any failure
to make such entries shall not affect the discharge referred to in the first
paragraph above.
ARTICLE FIVE
ACCOUNTHOLDERS
For so long as any of the Euro Notes due 2016 is represented by this temporary
Global Security or by this temporary Global Security and the permanent Global
Security and such Global Security(s) is/are held on behalf of the relevant Clearing
Systems, each person (other than a relevant Clearing System) who is for the
time being shown in the records of a relevant Clearing System as the holder
of a particular principal amount of Euro Notes due 2016 (each an "Accountholder")
(in which regard any certificate or other document issued by a relevant Clearing
System as to the principal amount of such Euro Notes due 2016 standing to the
account of any person shall, in the absence of manifest error, be conclusive
and binding for all purposes) shall be treated as the holder of such principal
amount of such Euro Notes due 2016 for all purposes (including but not limited
to, for the purposes of any quorum requirements of, or the right to demand a
poll at, meetings of the Holders and giving notice to the Company pursuant
D-4
to Section 501 of the Base Indenture other than with respect to the payment
of principal amount and interest of such Euro Notes 2016, the right to which
shall be vested, as against the Company, solely in the bearer of this temporary
Global Security in accordance with and subject to its terms and the terms of
the Indenture. The Trustee will look solely to the relevant Clearing Systems
for the determination of who may be treated as an Accountholder for all purposes
under the Indenture (including but not limited to, for the purposes of any quorum
requirements of, or the right to demand a poll at, meetings of the Holders and
giving notice to the Company pursuant to Section 501 of the Base Indenture)
other than with respect to the payment of principal amount and interest of such
Euro Notes due 2016, the right to which shall be vested, as against the Company,
solely in the bearer of this temporary Global Security in accordance with and
subject to its terms and the terms of the Indenture. Each Accountholder must
look solely to the relevant Clearing Systems, for its share of each payment
made to the bearer of this temporary Global Security. With respect to this temporary
Global Security, the "records" of the relevant Clearing Systems shall
mean the records that each of the relevant Clearing Systems holds for its customers
which reflect the amount of such customer's interest in the Euro Notes due 2016.
The Company covenants in favor of each Accountholder that it will make all payments
in respect of the principal amount of Euro Notes due 2016 for the time being
shown in the records of the relevant Clearing Systems as being held by the Accountholder
and represented by this temporary Global Security to the bearer of this temporary
Global Security in accordance with Article One hereof and acknowledges that
each Accountholder may take proceedings to enforce this covenant and any of
the other rights which it has under the first paragraph of this clause directly
against the Company.
ARTICLE SIX
NOTICES
For so long as all of the Euro Notes due 2016 are represented by this temporary
Global Security or by this temporary Global Security and the permanent Global
Security and such Global Security(s) is/are held on behalf of a relevant Clearing
System, notices to Holders may be given by delivery of the relevant notice to
the relevant Clearing Systems for communication to the relative Accountholders
rather than by publication as required by Section 1203 of the Second Supplemental
Indenture; provided that, so long as the Euro Notes due 2016 are listed on the
Luxembourg Stock Exchange, notice will also be given by filing with the Companies
Announcement Office of the Irish Stock Exchange if and to the extent that the
guidelines of the Irish Stock Exchange so require. Any such notice shall be
deemed to have been given to the Holders on the second day after the day on
which such notice is delivered to the relevant Clearing Systems as aforesaid.
ARTICLE SEVEN
PRESCRIPTION
Claims against the Company in respect of principal and interest on the Euro
Notes due 2016 represented by this temporary Global Security will be prescribed
after ten (10) years
D-5
(in the case of principal and five (5) years (in the case of interest) from the Relevant Date (as defined in Article Ten of the Second Supplemental Indenture).
ARTICLE EIGHT
REDEMPTION AT THE OPTION OF THE COMPANY
For so long as all of the Euro Notes due 2016 are represented by this temporary
Global Security or by this temporary Global Security and the permanent Global
Security and such Global Security(s) is/are held on behalf of a relevant Clearing
System, no drawing of Euro Notes due 2016 to be redeemed will be required under
Section 703 of the Second Supplemental Indenture in the event that the Company
exercises its option pursuant to Section 702 of the Second Supplemental Indenture
in respect of less than the aggregate principal amount of the Euro Notes due
2016 outstanding at such time. In such event, the partial redemption will be
effected in accordance with the rules and procedures of the relevant Clearing
Systems (to be reflected in the records of the relevant Clearing Systems as
either a pool factor or a reduction in nominal amount, at their discretion).
ARTICLE NINE
THE RELEVANT CLEARING SYSTEMS
The Euro Notes due 2016 represented by this temporary Global Security are transferable
in accordance with the rules and procedures of the relevant Clearing Systems.
ARTICLE TEN
AUTHENTICATION AND EFFECTUATION
This temporary Global Security shall not become valid or enforceable for any
purpose unless and until it has been authenticated by or on behalf of the Trustee
referred to herein and effectuated by the entity appointed as common safe-keeper
by the relevant Clearing Systems.
ARTICLE ELEVEN
GOVERNING LAW
This temporary Global Security is governed by, and shall be construed in accordance
with, the law of the State of New York.
D-6
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
PFIZER INC.
Dated:
By:____________________________ __
Name:
Title:
Attest:______________________________
Name:
Title:
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Second Supplemental Indenture.
The Bank of New York Mellon, as Trustee
By:_______________________________
Name:
Title:
CERTIFICATE OF EFFECTUATION
Effectuated without recourse, warranty or liability by
__________________________________
as common safe-keeperBy:_______________________________
Name:
Title:
D-7
EXHIBIT E
FORM OF PERMANENT GLOBAL SECURITY
REPRESENTING THE EURO NOTES DUE 2016
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
PFIZER INC.
PERMANENT GLOBAL SECURITY
€2,000,000,000
4.750 PER CENT. NOTES DUE 2016
ISIN: XS0432070752
COMMON CODE: 043207075
This permanent Global Security is issued in respect of the 4.750 per cent. Notes
due 2016 (the "Euro Notes due 2016") of Pfizer Inc. (the "Company").
The Euro Notes due 2016 are initially represented by a temporary Global Security
interests in which will be exchanged in accordance with the terms of the temporary
Global Security for interests in this permanent Global Security and, if applicable,
definitive Bearer Securities. The Euro Notes due 2016 are issued subject to
and with the benefit of an indenture, dated as of January 30, 2001 (the "Base
Indenture") as supplemented by the Second Supplemental Indenture dated
as of June 2, 2009 (the "Second Supplemental Indenture" and, together
with the Base Indenture, the "Indenture", which then shall have the
meaning assigned to it in such instrument), between, among others, the Company
and The Bank of New York Mellon as Trustee (the "Trustee").
ARTICLE ONE
PROMISE TO PAY
Subject as provided in this permanent Global Security, the Company, for value
received, promises to pay the bearer of this permanent Global Security the sum
of €2,000,000,000 (two billion Euros) or such lesser sum as is equal to
the principal amount of the Euro Notes due 2016 represented by this permanent
Global Security on June 3, 2016 or on such earlier date as the principal in
respect of this permanent Global Security may become due under the Indenture
and to pay interest on the principal sum for the time being outstanding at the
rate of
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4.750 per cent. Per annum from and including June 3, 2009, payable annually
in arrear on each Interest Payment Date (as defined in the Indenture) until
payment of the principal sum has been made or duly provided for in full together
with any other amounts as may be payable, all subject to and under the Indenture.
The principal amount of Euro Notes due 2016 represented by this permanent Global
Security shall be the aggregate amount from time to time entered in the records
of both Euroclear Bank S.A./NV and Clearstream Banking, société
anonyme (together the "relevant Clearing Systems"). The records of
the relevant Clearing Systems (which expression in this permanent Global Security
means the records that each relevant Clearing System holds for its customers
which reflect the amount of such customer's interest in the Euro Notes due 2016)
shall be conclusive evidence of the principal amount of Euro Notes due 2016
represented by this permanent Global Security and, for these purposes, a statement
issued by a relevant Clearing System (which statement shall be made available
to the bearer upon request) stating the nominal amount of Euro Notes due 2016
represented by this permanent Global Security at any time shall be conclusive
evidence of the records of the relevant Clearing System at that time.
ARTICLE TWO
EXCHANGE OF INTERESTS IN THE TEMPORARY GLOBAL SECURITY FOR INTERESTS IN THIS
PERMANENT GLOBAL SECURITY
Upon any exchange of an interest recorded in the records of the relevant Clearing
Systems in the temporary Global Security representing the Euro Notes due 2016
for an interest recorded in the records of the relevant Clearing Systems in
this permanent Global Security, the Company shall procure that details of such
exchange shall be entered pro rata in the records of the relevant Clearing Systems.
ARTICLE THREE
EXCHANGE FOR DEFINITIVE BEARER SECURITIES AND PURCHASES
The permanent Global Security will be exchangeable in whole but not in part
(free of charge to the holder) for definitive Bearer Securities only:
(a) upon the happening of any of the events defined in the Indenture as "Events
of Default";
(b) if either Euroclear or Clearstream, Luxembourg is closed for business for
a continuous period of fourteen (14) days (other than by reason of holiday,
statutory or otherwise) or announces an intention permanently to cease business
or does in fact do so and no alternative clearing system satisfactory to the
Trustee is available; or
(c) if the Company would suffer a disadvantage as a result of a change in laws
or regulations (taxation or otherwise) or as a result of a change in the practice
of Euroclear and/or Clearstream, Luxembourg which would not be suffered were
the Euro Notes due 2016 in
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definitive form and a certificate to such effect signed by two current directors
of the Company is given to the Trustee; or
(d) upon not less than sixty (60) days' written notice from Euroclear and/or
Clearstream, Luxembourg (acting on the instructions of any holder of an interest
in such permanent Global Security) to the Principal Paying Agent.
Thereupon (in the case of (a), (b) and (c) above) the holder of the permanent
Global Security (acting on the instructions of one or more of the Accountholders
(as defined below)) or the Trustee may give notice to the Company and (in the
case of (c) above) the Company may give notice to the Trustee and the Holders,
of its intention to exchange the permanent Global Security for definitive Bearer
Securities on or after the Exchange Date (as defined below).
On or after the Exchange Date the holder of the permanent Global Security may
or, in the case of (c) above, shall surrender the permanent Global Security
to or to the order of the Principal Paying Agent. In exchange for the permanent
Global Security the Company will deliver, or procure the delivery of, an equal
aggregate principal amount of definitive Bearer Securities (having attached
to them all Coupons in respect of interest which has not already been paid on
the permanent Global Security), security printed in accordance with any applicable
legal and stock exchange requirements and in or substantially in the form set
out in the Indenture. On exchange of the permanent Global Security, the Company
will procure that it is cancelled and, if the holder so requests, returned to
the holder together with any relevant definitive Bearer Securities. Definitive
Bearer Securities to be delivered on exchange shall be delivered only outside
the United States. The definitive Bearer Securities to be issued on exchange
will be in bearer form in the denomination of €50,000 each with Coupons
attached and will be substantially in the form set out in Exhibit F to the Second
Supplemental Indenture.
The Company shall deliver to the Trustee sufficient definitive Bearer Securities
to give effect to any exchange as set forth in this Article Three.
For these purposes, "Exchange Date" means a day specified in the notice
requiring exchange falling not less than sixty (60) days after that on which
such notice is given and being a day on which banks are open for general business
in the place in which the specified office of the Principal Paying Agent is
located and, except in the case of exchange pursuant to (b) above, in the place
in which the relevant clearing system is located.
ARTICLE FOUR
BENEFITS
Until the entire principal amount of this permanent Global Security has been
extinguished in exchange for definitive Bearer Securities or in any other manner
envisaged by the terms of the Second Supplemental Indenture, the bearer of this
permanent Global Security shall in all respects be entitled to the same benefits
as if he were the bearer of the definitive Bearer Securities referred to above.
Accordingly, except as ordered by a court of competent
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jurisdiction or as required by law or applicable regulation, the Company, the Trustee and any Paying Agent may deem and treat the holder of this permanent Global Security as the absolute owner of this permanent Global Security for all purposes. All payments of any amounts payable and paid to such holder shall, to the extent of the sums so paid, discharge the liability for the moneys payable on this permanent Global Security and on the relevant definitive Bearer Securities and/or Coupons.
ARTICLE FIVE
PAYMENTS
Payments due in respect of Euro Notes due 2016 for the time being represented
by this permanent Global Security shall be made to the bearer of this permanent
Global Security and each payment so made will discharge the Company's obligations
in respect thereof.
Upon any payment in respect of the Euro Notes due 2016 represented by this permanent
Global Security, the Company shall procure that the amount so paid shall be
entered pro rata in the records of the relevant Clearing Systems. In the case
of any payment of principal the Company shall procure that the amount so paid
shall be entered pro rata in the records of the relevant Clearing Systems and,
upon any such entry being made, the principal amount of the Euro Notes due 2016
recorded in the records of the relevant Clearing Systems and represented by
this permanent Global Security shall be reduced by the amount so paid. Any failure
to make such entries shall not affect the discharge referred to in the previous
paragraph.
ARTICLE SIX
ACCOUNTHOLDERS
For so long as any of the Euro Notes due 2016 are represented by this permanent
Global Security or by this permanent Global Security and the temporary Global
Security and such Global Security(s) is/are held on behalf of the relevant Clearing
Systems, each person (other than a relevant Clearing System) who is for the
time being shown in the records of a relevant Clearing System as the holder
of a particular principal amount of Euro Notes due 2016 (each an "Accountholder")
(in which regard any certificate or other document issued by a relevant Clearing
System as to the principal amount of such Euro Notes due 2016 standing to the
account of any person shall, in the absence of any manifest error, be conclusive
and binding for all purposes) shall be treated as the holder of such principal
amount of such Euro Notes due 2016 for all purposes (including but not limited
to, for the purposes of any quorum requirements of, or the right to demand a
poll at, meetings of the Holders and giving notice to the Company pursuant to
Section 501 of the Base Indenture) other than with respect to the payment of
principal amount and interest on such principal amount of such Euro Notes due
2016, the right to which shall be vested, as against the Company, solely in
the bearer of this permanent Global Security in accordance with and subject
to its terms and the terms of the Indenture. The Trustee will look solely to
the relevant Clearing Systems for the determination of who may be treated as
an Accountholder for all purposes under the Indenture (including but not limited
to, for the purposes of any quorum requirements of, or the right to demand a
poll at, meetings of the Holders and
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giving notice to the Company pursuant to Section 501 of the Base Indenture)
other than with respect to the payment of principal amount and interest on such
principal amount of such Euro Notes due 2016, the right to which shall be vested,
as against the Company, solely in the bearer of this temporary Global Security
in accordance with and subject to its terms and the terms of the Indenture.
Each Accountholder must look solely to the relevant Clearing Systems for its
share of each payment made to the bearer of this permanent Global Security.
With respect to this permanent Global Security, the "records" of Euroclear
and Clearstream, Luxembourg shall mean the records that each of Euroclear and
Clearstream, Luxembourg holds for its customers which reflect the amount of
such customer's interest in the Euro Notes due 2016.
The Company covenants in favor of each Accountholder that it will make all payments
in respect of the principal amount of Euro Notes due 2016 for the time being
shown in the records of the relevant Clearing Systems as being held by the Accountholder
and represented by this permanent Global Security to the bearer of this permanent
Global Security in accordance with Article One above and acknowledges that each
Accountholder may take proceedings to enforce this covenant and any of the other
rights which it has under the first paragraph of this clause directly against
the Company.
ARTICLE SEVEN
NOTICES
For so long as all of the Euro Notes due 2016 are represented by this permanent
Global Security or by this permanent Global Security and the temporary Global
Security and such Global Security(s) is/are held on behalf of a relevant Clearing
System, notices to Holders may be given by delivery of the relevant notice to
the relevant Clearing Systems for communication to the relative Accountholders
rather than by publication as required by Section 1203 of the Second Supplemental
Indenture, provided that, so long as the Euro Notes due 2016 are listed on the
Irish Stock Exchange, notice will also be given by filing with the Companies
Announcement Office of the Irish Stock Exchange if and to the extent that the
guidelines of the Irish Stock Exchange so require. Any such notice shall be
deemed to have been given to the Holders on the second day after the day on
which such notice is delivered to the relevant Clearing Systems as aforesaid.
ARTICLE EIGHT
PRESCRIPTION
Claims against the Company in respect of principal and interest on the Euro
Notes due 2016 represented by this permanent Global Security will be prescribed
after ten (10) years (in the case of principal) and five (5) years (in the case
of interest) from the Relevant Date (as defined in Article Ten of the Second
Supplemental Indenture).
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ARTICLE NINE
REDEMPTION AT THE OPTION OF THE COMPANY
For so long as all of the Euro Notes due 2016 are represented by this permanent
Global Security or by this permanent Global Security and the temporary Global
Security and such Global Security(s) is/are held on behalf of the relevant Clearing
Systems, no drawing of Euro Notes due 2016 to be redeemed will be required under
Section 703 of the Second Supplemental Indenture in the event that the Company
exercises its option pursuant to Section 702 of the Second Supplemental Indenture
in respect of less than the aggregate principal amount of the Euro Notes due
2016 outstanding at such time. In such event, the partial redemption will be
effected in accordance with the rules and procedures of the relevant Clearing
Systems (to be reflected in the records of the relevant Clearing Systems as
either a pool factor or a reduction in nominal amount, at their discretion).
ARTICLE TEN
THE RELEVANT CLEARING SYSTEMS
The Euro Notes due 2016 represented by this permanent Global Security are transferable
in accordance with the rules and procedures of the relevant Clearing Systems.
ARTICLE ELEVEN
AUTHENTICATION AND EFFECTUATION
This permanent Global Security shall not become valid or enforceable for any
purpose unless and until it has been authenticated by or on behalf of the Trustee
referred to herein and effectuated by the entity appointed as common safe-keeper
by the relevant Clearing Systems.
ARTICLE TWELVE
GOVERNING LAW
This permanent Global Security is governed by, and shall be construed in accordance
with, the law of the State of New York.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
PFIZER INC.
Dated:
By:______________________________
Name:
Title:
Attest:____________________________
Name:
Title:
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Second Supplemental Indenture.
The Bank of New York Mellon, as Trustee
By:_______________________________
Name:
Title:
CERTIFICATE OF EFFECTUATION
Effectuated without recourse, warranty or liability by
__________________________________
as common safe-keeperBy:_______________________________
Name:
Title:
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EXHIBIT F
FORM OF DEFINITIVE BEARER SECURITY
REPRESENTING THE EURO NOTES DUE 2016
AND RELATED COUPON
DEFINITIVE BEARER SECURITY
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
______________________________________________________________________________________________
[0,000/00,000] ISIN:
COMMON CODE:
[Serial No.]
XS0432070752 043207075
_______________________________________________________________________________________________
PFIZER INC.
€2,000,000,000 4.750 PER CENT.
NOTES DUE 2016
This definitive Bearer Security is issued in respect of the 4.750 per cent.
Notes due 2016 (the "Euro Notes due 2016") of Pfizer Inc. ( the "Company").
The issue of the Euro Notes due 2016 was authorized by a resolution of the Securities
Committee of the Company on May 27, 2009, pursuant to an authorization of the
Board of Directors of the Company dated June 27, 2002. The Euro Notes due 2016
are issued subject to and with the benefit of an indenture, dated as of January
30, 2001 (the "Base Indenture") as supplemented by the Second Supplemental
Indenture dated as of June 2, 2009 (the "Second Supplemental Indenture"
and, together with the Base Indenture, the "Indenture", which then
shall have the meaning assigned to it in such instrument), between, among others,
the Company and The Bank of New York Mellon as Trustee. The Euro Notes due 2016
are issued as Securities in bearer form in the denomination of €50,000
each with Coupons attached in an aggregate principal amount of €2,000,000,000.
The Company for value received and subject to and in accordance with the Indenture
hereby promises to pay to the bearer on June 3, 2016 (or on such earlier date
as the principal sum hereunder mentioned may become repayable in accordance
with the Indenture) the principal sum of:
[€ ]
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together with interest on the said principal sum at the rate of 4.750 per cent.
Per annum payable annually in arrear on each Interest Payment Date and together
with such other amounts (if any) as may be payable, all subject to and in accordance
with the provisions of the Indenture.
Neither this definitive Bearer Security nor the Coupons appertaining hereto
shall be or become valid or obligatory for any purpose unless and until this
definitive Bearer Security has been authenticated by or on behalf of the Trustee
referred to herein.
This definitive Bearer Security is governed by, and shall be construed in accordance
with, the law of the State of New York.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
PFIZER INC.
Dated:
By:____________________________ __
Name:
Title:
Attest:______________________________
Name:
Title:
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Second Supplemental Indenture.
The Bank of New York Mellon, as Trustee
By:_______________________________
Name:
Title:
▇-▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇ the front:
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
PFIZER INC.
€2,000,000,000 4.750 PER CENT.
NOTES DUE 2016
Coupon appertaining to a definitive Bearer Security in the denomination of €50,000.
This Coupon is separately Coupon
for
negotiable, payable to bearer, [
][ ]
and subject to the due
on
terms of the Indenture.
[ ], [20 ]
PFIZER INC.
By: ____________________
______________________________________________________________________________________
[No.] [0,000/00,000]
ISIN: COMMON
CODE: [Serial No.]
XS0432070752
043207075
______________________________________________________________________________________
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EXHIBIT G
FORM OF TEMPORARY GLOBAL SECURITY
REPRESENTING THE EURO NOTES DUE 2021
PFIZER INC.
TEMPORARY GLOBAL SECURITY
€2,000,000,000
5.750 PER CENT. NOTES DUE 2021
ISIN: XS0432071131
COMMON CODE: 043207113
This temporary Global Security is issued in respect of the 5.750 per cent. Notes
due 2021 (the "Euro Notes due 2021") of Pfizer Inc. (the "Company").
The Euro Notes due 2021 are issued subject to and with the benefit of an indenture,
dated as of January 30, 2001 (the "Base Indenture") as supplemented
by the Second Supplemental Indenture dated as of June 2, 2009 (the "Second
Supplemental Indenture" and, together with the Base Indenture, the "Indenture"),
which then shall have the meaning assigned to it in such instrument), between,
among others, the Company and The Bank of New York Mellon as Trustee (the "Trustee").
ARTICLE ONE
PROMISE TO PAY
Subject as provided in this temporary Global Security, the Company, for value
received, promises to pay the bearer of this temporary Global Security the sum
of €2,000,000,000 (two billion Euros) or such lesser sum as is equal to
the principal amount of the Euro Notes due 2021 represented by this temporary
Global Security on June 3, 2021 or on such earlier date as the principal in
respect of this temporary Global Security may become due under the Indenture
and to pay interest on the principal sum for the time being outstanding at the
rate of 5.750 per cent. Per annum from and including June 3, 2009 payable annually
in arrear on each Interest Payment Date (as defined in the Indenture) until
payment of the principal sum has been made or duly provided for in full together
with any other amounts as may be payable, all subject to and under the Indenture.
The principal amount of Euro Notes due 2021 represented by this temporary Global
Security shall be the aggregate amount from time to time entered in the records
of both Euroclear Bank S.A./NV and Clearstream Banking, société
anonyme (together the "relevant
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Clearing Systems"). The records of the relevant Clearing Systems (which expression in this temporary Global Security means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Euro Notes due 2021) shall be conclusive evidence of the principal amount of Euro Notes due 2021 represented by this temporary Global Security and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Euro Notes due 2021 represented by this temporary Global Security at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.
ARTICLE TWO
EXCHANGE FOR PERMANENT GLOBAL SECURITY AND PURCHASES
The permanent Global Security to be issued on exchange for interests in this
temporary Global Security will be substantially in the form set out in Exhibit
H of the Second Supplemental Indenture.
Subject as provided below, the permanent Global Security will only have an entry
made to represent definitive Bearer Securities after the date which is forty
(40) days after the closing date for the Euro Notes due 2021 (the "Exchange
Date").
Interests in this temporary Global Security may be exchanged for interests recorded
in the records of the relevant Clearing Systems in a duly executed and authenticated
permanent Global Security without charge, in full or partial exchange for this
temporary Global Security, in order that the permanent Global Security represents
an aggregate principal amount of Euro Notes due 2021 equal to the principal
amount of this temporary Global Security submitted for exchange. Notwithstanding
the foregoing, no such exchange shall be made unless there shall have been presented
to the Principal Paying Agent or such other person as the Principal Paying Agent
may direct (the "Exchange Agent") by a relevant Clearing System a
certificate to the effect that it has received from or in respect of a person
entitled to a beneficial interest in a particular principal amount of the Euro
Notes due 2021 (as shown by its records) a certificate of non-US beneficial
ownership in the form required by it and substantially in the form set out in
Exhibit A of the Base Indenture, from such person in the form required by it
and substantially in the form set out in Exhibit B of the Base Indenture unless
such certification has already been made.
Notwithstanding the foregoing, where this temporary Global Security has been
exchanged in part for the permanent Global Security pursuant to the foregoing
and definitive Bearer Securities have been issued in exchange for the total
amount of Euro Notes due 2021 represented by the permanent Global Security pursuant
to its terms, then interests in this temporary Global Security will no longer
be exchangeable for interests in the permanent Global Security but will be exchangeable,
in full or partial exchange, for duly executed and authenticated definitive
Bearer Securities, without charge, in the denomination of €50,000 each
with Coupons attached, such definitive Bearer Securities to be substantially
in the form set out in the Second Supplemental Indenture. Notwithstanding the
foregoing, definitive Bearer Securities shall not be so issued and delivered
unless there shall have been presented to the Exchange
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Agent by a relevant Clearing System a certificate to the effect that it has
received from or in respect of a person entitled to a beneficial interest in
a particular principal amount of Euro Notes due 2021 (as shown by its records)
a certificate of non-US beneficial ownership in the form required by it and
substantially in the form set out in Exhibit A of the Base Indenture, from such
person in the form required by it and substantially in the form set out in Exhibit
B of the Base Indenture unless such certification has already been made.
Any person who would, but for the provisions of this temporary Global Security
and of the Indenture, otherwise be entitled to receive either (a) an interest
in the permanent Global Security or (b) definitive Bearer Securities shall not
be entitled to require the exchange of an appropriate part of this temporary
Global Security for an interest in the permanent Global Security or definitive
Bearer Securities unless and until he shall have delivered or caused to be delivered
to a relevant Clearing System a certificate of non-US beneficial ownership in
the form required by it and substantially in the form set out in Exhibit A of
the Base Indenture.
Presentation of this temporary Global Security for exchange shall be made by
the bearer hereof on any day (other than a Saturday or Sunday) on which banks
are open for general business in London. The aggregate principal amount of interests
in the permanent Global Security recorded in the records of the relevant Clearing
Systems or, as the case may be, definitive Bearer Securities issued upon an
exchange of this temporary Global Security will, subject to the terms hereof,
be equal to the aggregate principal amount of this temporary Global Security
submitted by the bearer for exchange (to the extent that such principal amount
does not exceed the aggregate principal amount of this temporary Global Security).
Upon (a) any exchange of a part of this temporary Global Security for an interest
in the permanent Global Security or for a definitive Bearer Security, (b) receipt
of instructions from a relevant Clearing System that, following the purchase
by or on behalf of the Company of a part of this temporary Global Security,
part is to be cancelled or (c) any redemption of a part of this temporary Global
Security, the Company shall procure that the portion of the principal amount
of this temporary Global Security so exchanged, cancelled or redeemed shall
be entered pro rata in the records of the relevant Clearing Systems. On an exchange
in whole of this temporary Global Security, this temporary Global Security shall
be surrendered to or to the order of the Paying Agent.
ARTICLE THREE
BENEFITS
Until the entire principal amount of this temporary Global Security has been
extinguished in exchange for the permanent Global Security and/or definitive
Bearer Securities, the bearer of this temporary Global Security shall in all
respects be entitled to the same benefits as if he were the bearer of the definitive
Bearer Securities referred to above, except that the bearer of this temporary
Global Security shall only be entitled to receive any payment on this temporary
Global Security on presentation of certificates as provided below. Accordingly,
except as ordered by a court of competent jurisdiction or as required by law
or applicable regulation, the Company, Trustee and any Paying Agent may deem
and treat the holder of this
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temporary Global Security as the absolute owner of this temporary Global Security for all purposes. All payments of any amounts payable and paid to such holder shall, to the extent of the sums so paid, discharge the liability for the moneys payable on this temporary Global Security and on the relevant definitive Bearer Securities and/or Coupons.
ARTICLE FOUR
PAYMENTS
Payments due in respect of Euro Notes due 2021 for the time being represented
by this temporary Global Security shall be made to the bearer of this temporary
Global Security only upon presentation by a relevant Clearing System to the
Paying Agent at its specified office of a certificate to the effect that it
has received from or in respect of a person entitled to a particular principal
amount of the Euro Notes due 2021 (as shown on its records) a certificate of
non-US beneficial ownership in the form required by it and substantially in
the form set forth in Exhibit A of the Base Indenture. Each payment so made
will discharge the Company's obligations in respect thereof.
The bearer of this temporary Global Security will not be entitled to receive
any payment of interest due on or after the Exchange Date unless, upon due certification,
exchange of this temporary Global Security is improperly withheld or refused.
Upon any payment in respect of the Euro Notes due 2021 represented by this temporary
Global Security, the Company shall procure that the amount so paid shall be
entered pro rata in the records of the relevant Clearing Systems. In the case
of any payment of principal the Company shall procure that the amount so paid
shall be entered pro rata in the records of the relevant Clearing Systems and,
upon such entry being made, the principal amount of the Euro Notes due 2021
recorded in the records of the relevant Clearing Systems and represented by
this temporary Global Security shall be reduced by the amount so paid. Any failure
to make such entries shall not affect the discharge referred to in the first
paragraph above.
ARTICLE FIVE
ACCOUNTHOLDERS
For so long as any of the Euro Notes due 2021 is represented by this temporary
Global Security or by this temporary Global Security and the permanent Global
Security and such Global Security(s) is/are held on behalf of the relevant Clearing
Systems, each person (other than a relevant Clearing System) who is for the
time being shown in the records of a relevant Clearing System as the holder
of a particular principal amount of Euro Notes due 2021 (each an "Accountholder")
(in which regard any certificate or other document issued by a relevant Clearing
System as to the principal amount of such Euro Notes due 2021 standing to the
account of any person shall, in the absence of manifest error, be conclusive
and binding for all purposes) shall be treated as the holder of such principal
amount of such Euro Notes due 2021 for all purposes (including but not limited
to, for the purposes of any quorum requirements of, or the right to demand a
poll at, meetings of the Holders and giving notice to the Company pursuant
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to Section 501 of the Base Indenture) other than with respect to the payment
of principal amount and interest of such Euro Notes due 2021, the right to which
shall be vested, as against the Company, solely in the bearer of this temporary
Global Security in accordance with and subject to its terms and the terms of
the Indenture. The Trustee will look solely to the relevant Clearing Systems
for the determination of who may be treated as an Accountholder for all purposes
under the Indenture (including but not limited to, for the purposes of any quorum
requirements of, or the right to demand a poll at, meetings of the Holders and
giving notice to the Company pursuant to Section 501 of the Base Indenture)
other than with respect to the payment of principal amount and interest of such
Euro Notes due 2021, the right to which shall be vested, as against the Company,
solely in the bearer of this temporary Global Security in accordance with and
subject to its terms and the terms of the Indenture. Each Accountholder must
look solely to the relevant Clearing Systems, for its share of each payment
made to the bearer of this temporary Global Security. With respect to this temporary
Global Security, the "records" of the relevant Clearing Systems shall
mean the records that each of the relevant Clearing Systems holds for its customers
which reflect the amount of such customer's interest in the Euro Notes due 2021.
The Company covenants in favor of each Accountholder that it will make all payments
in respect of the principal amount of Euro Notes due 2013 for the time being
shown in the records of the relevant Clearing Systems as being held by the Accountholder
and represented by this temporary Global Security to the bearer of this temporary
Global Security in accordance with Article One hereof and acknowledges that
each Accountholder may take proceedings to enforce this covenant and any of
the other rights which it has under the first paragraph of this clause directly
against the Company.
ARTICLE SIX
NOTICES
For so long as all of the Euro Notes due 2021 are represented by this temporary Global Security or by this temporary Global Security and the permanent Global Security and such Global Security(s) is/are held on behalf of a relevant Clearing System, notices to Holders may be given by delivery of the relevant notice to the relevant Clearing Systems for communication to the relative Accountholders rather than by publication as required by Section 1203 of the Second Supplemental Indenture; provided that, so long as the Euro Notes due 2021 are listed on the Luxembourg Stock Exchange, notice will also be given by filing with the Companies Announcement Office of the Irish Stock Exchange if and to the extent that the guidelines of the Irish Stock Exchange so require. Any such notice shall be deemed to have been given to the Holders on the second day after the day on which such notice is delivered to the relevant Clearing Systems as aforesaid.
ARTICLE SEVEN
PRESCRIPTION
Claims against the Company in respect of principal and interest on the Euro
Notes due 2021 represented by this temporary Global Security will be prescribed
after ten (10) years
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(in the case of principal and five (5) years (in the case of interest) from the Relevant Date (as defined in Article Ten of the Second Supplemental Indenture).
ARTICLE EIGHT
REDEMPTION AT THE OPTION OF THE COMPANY
For so long as all of the Euro Notes due 2021 are represented by this temporary
Global Security or by this temporary Global Security and the permanent Global
Security and such Global Security(s) is/are held on behalf of a relevant Clearing
System, no drawing of Euro Notes due 2021 to be redeemed will be required under
Section 703 of the Second Supplemental Indenture in the event that the Company
exercises its option pursuant to Section 702 of the Second Supplemental Indenture
in respect of less than the aggregate principal amount of the Euro Notes due
2021 outstanding at such time. In such event, the partial redemption will be
effected in accordance with the rules and procedures of the relevant Clearing
Systems (to be reflected in the records of the relevant Clearing Systems as
either a pool factor or a reduction in nominal amount, at their discretion).
ARTICLE NINE
THE RELEVANT CLEARING SYSTEMS
The Euro Notes due 2021 represented by this temporary Global Security are transferable
in accordance with the rules and procedures of the relevant Clearing Systems.
ARTICLE TEN
AUTHENTICATION AND EFFECTUATION
This temporary Global Security shall not become valid or enforceable for any
purpose unless and until it has been authenticated by or on behalf of the Trustee
referred to herein and effectuated by the entity appointed as common safe-keeper
by the relevant Clearing Systems.
ARTICLE ELEVEN
GOVERNING LAW
This temporary Global Security is governed by, and shall be construed in accordance
with, the law of the State of New York.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
PFIZER INC.
Dated:
By:____________________________
Name:
Title:
Attest:__________________________
Name:
Title:
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Second Supplemental Indenture.
The Bank of New York Mellon, as Trustee
By:_______________________________
Name:
Title:
CERTIFICATE OF EFFECTUATION
Effectuated without recourse, warranty or liability by
__________________________________
as common safe-keeperBy:_______________________________
Name:
Title:
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EXHIBIT H
FORM OF PERMANENT GLOBAL SECURITY
REPRESENTING THE EURO NOTES DUE 2021
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
PFIZER INC.
PERMANENT GLOBAL SECURITY
€2,000,000,000
5.750 PER CENT. NOTES DUE 2021
ISIN: XS0432071131
COMMON CODE: 043207113
This permanent Global Security is issued in respect of the 5.750 per cent. Notes
due 2021 (the "Euro Notes due 2021") of Pfizer Inc. (the "Company").
The Euro Notes due 2021 are initially represented by a temporary Global Security
interests in which will be exchanged in accordance with the terms of the temporary
Global Security for interests in this permanent Global Security and, if applicable,
definitive Bearer Securities. The Euro Notes due 2021 are issued subject to
and with the benefit of an indenture, dated as of January 30, 2001 (the "Base
Indenture") as supplemented by the Second Supplemental Indenture dated
as of June 2, 2009 (the "Second Supplemental Indenture" and, together
with the Base Indenture, the "Indenture", which then shall have the
meaning assigned to it in such instrument), between, among others, the Company
and The Bank of New York Mellon as Trustee (the "Trustee").
ARTICLE ONE
PROMISE TO PAY
Subject as provided in this permanent Global Security, the Company, for value
received, promises to pay the bearer of this permanent Global Security the sum
of €2,000,000,000 (two billion Euros) or such lesser sum as is equal to
the principal amount of the Euro Notes due 2021 represented by this permanent
Global Security on June 3, 2021 or on such earlier date as the principal in
respect of this permanent Global Security may become due under the Indenture
and to pay interest on the principal sum for the time being outstanding at the
rate of
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5.750 per cent. Per annum from and including June 3, 2009, payable annually in arrear on each Interest Payment Date (as defined in the Indenture) until payment of the principal sum has been made or duly provided for in full together with any other amounts as may be payable, all subject to and under the Indenture.
The principal amount of Euro Notes due 2021 represented by this permanent Global Security shall be the aggregate amount from time to time entered in the records of both Euroclear Bank S.A./NV and Clearstream Banking, société anonyme (together the "relevant Clearing Systems"). The records of the relevant Clearing Systems (which expression in this permanent Global Security means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Euro Notes due 2021) shall be conclusive evidence of the principal amount of Euro Notes due 2021 represented by this permanent Global Security and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Euro Notes due 2021 represented by this permanent Global Security at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.
ARTICLE TWO
EXCHANGE OF INTERESTS IN THE TEMPORARY GLOBAL SECURITY FOR INTERESTS IN THIS
PERMANENT GLOBAL SECURITY
Upon any exchange of an interest recorded in the records of the relevant Clearing
Systems in the temporary Global Security representing the Euro Notes due 2021
for an interest recorded in the records of the relevant Clearing Systems in
this permanent Global Security, the Company shall procure that details of such
exchange shall be entered pro rata in the records of the relevant Clearing Systems.
ARTICLE THREE
EXCHANGE FOR DEFINITIVE BEARER SECURITIES AND PURCHASES
The permanent Global Security will be exchangeable in whole but not in part
(free of charge to the holder) for definitive Bearer Securities only:
(a) upon the happening of any of the events defined in the Indenture as "Events
of Default";
(b) if either Euroclear or Clearstream, Luxembourg is closed for business for
a continuous period of fourteen (14) days (other than by reason of holiday,
statutory or otherwise) or announces an intention permanently to cease business
or does in fact do so and no alternative clearing system satisfactory to the
Trustee is available; or
(c) if the Company would suffer a disadvantage as a result of a change in laws
or regulations (taxation or otherwise) or as a result of a change in the practice
of Euroclear and/or Clearstream, Luxembourg which would not be suffered were
the Euro Notes due 2021 in
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definitive form and a certificate to such effect signed by two current directors
of the Company is given to the Trustee; or
(d) upon not less than sixty (60) days' written notice from Euroclear and/or
Clearstream, Luxembourg (acting on the instructions of any holder of an interest
in such permanent Global Security) to the Principal Paying Agent.
Thereupon (in the case of (a), (b) and (c) above) the holder of the permanent
Global Security (acting on the instructions of one or more of the Accountholders
(as defined below)) or the Trustee may give notice to the Company and (in the
case of (c) above) the Company may give notice to the Trustee and the Holders,
of its intention to exchange the permanent Global Security for definitive Bearer
Securities on or after the Exchange Date (as defined below).
On or after the Exchange Date the holder of the permanent Global Security may
or, in the case of (c) above, shall surrender the permanent Global Security
to or to the order of the Principal Paying Agent. In exchange for the permanent
Global Security the Company will deliver, or procure the delivery of, an equal
aggregate principal amount of definitive Bearer Securities (having attached
to them all Coupons in respect of interest which has not already been paid on
the permanent Global Security), security printed in accordance with any applicable
legal and stock exchange requirements and in or substantially in the form set
out in the Indenture. On exchange of the permanent Global Security, the Company
will procure that it is cancelled and, if the holder so requests, returned to
the holder together with any relevant definitive Bearer Securities. Definitive
Bearer Securities to be delivered on exchange shall be delivered only outside
the United States. The definitive Bearer Securities to be issued on exchange
will be in bearer form in the denomination of €50,000 each with Coupons
attached and will be substantially in the form set out in Exhibit I to the Second
Supplemental Indenture.
The Company shall deliver to the Trustee sufficient definitive Bearer Securities
to give effect to any exchange as set forth in this Article Three.
For these purposes, "Exchange Date" means a day specified in the notice
requiring exchange falling not less than sixty (60) days after that on which
such notice is given and being a day on which banks are open for general business
in the place in which the specified office of the Principal Paying Agent is
located and, except in the case of exchange pursuant to (b) above, in the place
in which the relevant clearing system is located.
ARTICLE FOUR
BENEFITS
Until the entire principal amount of this permanent Global Security has been
extinguished in exchange for definitive Bearer Securities or in any other manner
envisaged by the terms of the Second Supplemental Indenture, the bearer of this
permanent Global Security shall in all respects be entitled to the same benefits
as if he were the bearer of the definitive Bearer Securities referred to above.
Accordingly, except as ordered by a court of competent
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jurisdiction or as required by law or applicable regulation, the Company, the Trustee and any Paying Agent may deem and treat the holder of this permanent Global Security as the absolute owner of this permanent Global Security for all purposes. All payments of any amounts payable and paid to such holder shall, to the extent of the sums so paid, discharge the liability for the moneys payable on this permanent Global Security and on the relevant definitive Bearer Securities and/or Coupons.
ARTICLE FIVE
PAYMENTS
Payments due in respect of Euro Notes due 2021 for the time being represented
by this permanent Global Security shall be made to the bearer of this permanent
Global Security and each payment so made will discharge the Company's obligations
in respect thereof.
Upon any payment in respect of the Euro Notes due 2021 represented by this permanent
Global Security, the Company shall procure that the amount so paid shall be
entered pro rata in the records of the relevant Clearing Systems. In the case
of any payment of principal the Company shall procure that the amount so paid
shall be entered pro rata in the records of the relevant Clearing Systems and,
upon any such entry being made, the principal amount of the Euro Notes due 2021
recorded in the records of the relevant Clearing Systems and represented by
this permanent Global Security shall be reduced by the amount so paid. Any failure
to make such entries shall not affect the discharge referred to in the previous
paragraph.
ARTICLE SIX
ACCOUNTHOLDERS
For so long as any of the Euro Notes due 2021 are represented by this permanent
Global Security or by this permanent Global Security and the temporary Global
Security and such Global Security(s) is/are held on behalf of the relevant Clearing
Systems, each person (other than a relevant Clearing System) who is for the
time being shown in the records of a relevant Clearing System as the holder
of a particular principal amount of Euro Notes due 2021 (each an "Accountholder")
(in which regard any certificate or other document issued by a relevant Clearing
System as to the principal amount of such Euro Notes due 2021 standing to the
account of any person shall, in the absence of any manifest error, be conclusive
and binding for all purposes) shall be treated as the holder of such principal
amount of such Euro Notes due 2021 for all purposes (including but not limited
to, for the purposes of any quorum requirements of, or the right to demand a
poll at, meetings of the Holders and giving notice to the Company pursuant to
Section 501 of the Base Indenture) other than with respect to the payment of
principal amount and interest on such principal amount of such Euro Notes due
2021, the right to which shall be vested, as against the Company, solely in
the bearer of this permanent Global Security in accordance with and subject
to its terms and the terms of the Indenture. The Trustee will look solely to
the relevant Clearing Systems for the determination of who may be treated as
an Accountholder for all purposes under the Indenture (including but not limited
to, for the purposes of any quorum requirements of, or the right to demand a
poll at, meetings of the Holders and
H-4
giving notice to the Company pursuant to Section 501 of the Base Indenture)
other than with respect to the payment of principal amount and interest on such
principal amount of such Euro Notes due 2021, the right to which shall be vested,
as against the Company, solely in the bearer of this permanent Global Security
in accordance with and subject to its terms and the terms of the Indenture.
Each Accountholder must look solely to the relevant Clearing Systems for its
share of each payment made to the bearer of this permanent Global Security.
With respect to this permanent Global Security, the "records" of Euroclear
and Clearstream, Luxembourg shall mean the records that each of Euroclear and
Clearstream, Luxembourg holds for its customers which reflect the amount of
such customer's interest in the Euro Notes due 2021.
The Company covenants in favor of each Accountholder that it will make all payments
in respect of the principal amount of Euro Notes due 2021 for the time being
shown in the records of the relevant Clearing Systems as being held by the Accountholder
and represented by this permanent Global Security to the bearer of this permanent
Global Security in accordance with Article One above and acknowledges that each
Accountholder may take proceedings to enforce this covenant and any of the other
rights which it has under the first paragraph of this clause directly against
the Company.
ARTICLE SEVEN
NOTICES
For so long as all of the Euro Notes due 2021 are represented by this permanent
Global Security or by this permanent Global Security and the temporary Global
Security and such Global Security(s) is/are held on behalf of a relevant Clearing
System, notices to Holders may be given by delivery of the relevant notice to
the relevant Clearing Systems for communication to the relative Accountholders
rather than by publication as required by Section 1203 of the Second Supplemental
Indenture, provided that, so long as the Euro Notes due 2021 are listed on the
Irish Stock Exchange, notice will also be given by filing with the Companies
Announcement Office of the Irish Stock Exchange if and to the extent that the
guidelines of the Irish Stock Exchange so require. Any such notice shall be
deemed to have been given to the Holders on the second day after the day on
which such notice is delivered to the relevant Clearing Systems as aforesaid.
ARTICLE EIGHT
PRESCRIPTION
Claims against the Company in respect of principal and interest on the Euro
Notes due 2021 represented by this permanent Global Security will be prescribed
after ten (10) years (in the case of principal) and five (5) years (in the case
of interest) from the Relevant Date (as defined in Article Ten of the Second
Supplemental Indenture).
H-5
ARTICLE NINE
REDEMPTION AT THE OPTION OF THE COMPANY
For so long as all of the Euro Notes due 2021 are represented by this permanent
Global Security or by this permanent Global Security and the temporary Global
Security and such Global Security(s) is/are held on behalf of the relevant Clearing
Systems, no drawing of Euro Notes due 2021 to be redeemed will be required under
Section 703 of the Second Supplemental Indenture in the event that the Company
exercises its option pursuant to Section 702 of the Second Supplemental Indenture
in respect of less than the aggregate principal amount of the Euro Notes due
2021 outstanding at such time. In such event, the partial redemption will be
effected in accordance with the rules and procedures of the relevant Clearing
Systems (to be reflected in the records of the relevant Clearing Systems as
either a pool factor or a reduction in nominal amount, at their discretion).
ARTICLE TEN
THE RELEVANT CLEARING SYSTEMS
The Euro Notes due 2021 represented by this permanent Global Security are transferable
in accordance with the rules and procedures of the relevant Clearing Systems.
ARTICLE ELEVEN
AUTHENTICATION AND EFFECTUATION
This permanent Global Security shall not become valid or enforceable for any
purpose unless and until it has been authenticated by or on behalf of the Trustee
referred to herein and effectuated by the entity appointed as common safe-keeper
by the relevant Clearing Systems.
ARTICLE TWELVE
GOVERNING LAW
This permanent Global Security is governed by, and shall be construed in accordance
with, the law of the State of New York.
H-6
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
PFIZER INC.
Dated:
By:____________________________ __
Name:
Title:
Attest:______________________________
Name:
Title:
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Second Supplemental Indenture.
The Bank of New York Mellon, as Trustee
By:_______________________________
Name:
Title:
CERTIFICATE OF EFFECTUATION
Effectuated without recourse, warranty or liability by
__________________________________
as common safe-keeperBy:_______________________________
Name:
Title:
H-7
EXHIBIT I
FORM OF DEFINITIVE BEARER SECURITY
REPRESENTING THE EURO NOTES DUE 2021
AND RELATED COUPON
DEFINITIVE BEARER SECURITY
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
_____________________________________________________________________________________
[0,000/00,000]
ISIN: COMMON
CODE: [Serial
No.]
XS0432071131
043207113
_____________________________________________________________________________________
PFIZER INC.
€2,000,000,000 5.750 PER CENT.
NOTES DUE 2021
This definitive Bearer Security is issued in respect of the 5.750 per cent.
Notes due 2021 (the "Euro Notes due 2021") of Pfizer Inc. ( the "Company").
The issue of the Euro Notes due 2021 was authorized by a resolution of the Securities
Committee of the Company on May 27, 2009, pursuant to an authorization of the
Board of Directors of the Company dated June 27, 2002. The Euro Notes due 2021
are issued subject to and with the benefit of an indenture, dated as of January
30, 2001 (the "Base Indenture") as supplemented by the Second Supplemental
Indenture dated as of June 2, 2009 (the "Second Supplemental Indenture"
and, together with the Base Indenture, the "Indenture", which then
shall have the meaning assigned to it in such instrument), between, among others,
the Company and The Bank of New York Mellon as Trustee. The Euro Notes due 2021
are issued as Securities in bearer form in the denomination of €50,000
each with Coupons attached in an aggregate principal amount of €2,000,000,000.
The Company for value received and subject to and in accordance with the Indenture
hereby promises to pay to the bearer on June 3, 2021 (or on such earlier date
as the principal sum hereunder mentioned may become repayable in accordance
with the Indenture) the principal sum of:
[€ ]
I-1
together with interest on the said principal sum at the rate of 5.750 per cent.
Per annum payable annually in arrear on each Interest Payment Date and together
with such other amounts (if any) as may be payable, all subject to and in accordance
with the provisions of the Indenture.
Neither this definitive Bearer Security nor the Coupons appertaining hereto
shall be or become valid or obligatory for any purpose unless and until this
definitive Bearer Security has been authenticated by or on behalf of the Trustee
referred to herein.
This definitive Bearer Security is governed by, and shall be construed in accordance
with, the law of the State of New York.
I-2
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
PFIZER INC.
Dated:
By:____________________________ __
Name:
Title:
Attest:______________________________
Name:
Title:
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Second Supplemental Indenture.
The Bank of New York Mellon, as Trustee
By:_______________________________
Name:
Title:
I-3
FORM OF COUPON
On the front:
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
PFIZER INC.
€2,000,000,000 5.750 PER CENT.
NOTES DUE 2021
Coupon appertaining to a definitive Bearer Security in the denomination of €50,000.
This Coupon is separately
Coupon for
negotiable, payable to bearer, [ ][
]
and subject to the due
on
terms of the Indenture.
[ ], [20 ]
PFIZER INC.
By: ____________________
___________________________________________________________________________
[No.] [0,000/00,000]
ISIN: COMMON
CODE: [Serial
No.]
XS0432071131
043207113
______________________________________________________________________________
I-4
EXHIBIT J
FORM OF TEMPORARY GLOBAL SECURITY
REPRESENTING THE STERLING NOTES
PFIZER INC.
TEMPORARY GLOBAL SECURITY
£1,500,000,000
6.500 PER CENT. NOTES DUE 2038
ISIN: XS0432072022
COMMON CODE: 043207202
This temporary Global Security is issued in respect of the 6.500 per cent. Notes
due 2038 (the "Sterling Notes") of Pfizer Inc. (the "Company").
The Sterling Notes are issued subject to and with the benefit of an indenture,
dated as of January 30, 2001 (the "Base Indenture") as supplemented
by the Second Supplemental Indenture dated as of June 2, 2009 (the "Second
Supplemental Indenture" and, together with the Base Indenture, the "Indenture"),
which then shall have the meaning assigned to it in such instrument), between,
among others, the Company and The Bank of New York Mellon as Trustee (the "Trustee").
ARTICLE ONE
PROMISE TO PAY
Subject as provided in this temporary Global Security, the Company, for value
received, promises to pay the bearer of this temporary Global Security the sum
of £1,500,000,000 (one billion and five hundred million Sterling) or such
lesser sum as is equal to the principal amount of the Sterling Notes represented
by this temporary Global Security on June 3, 2038 or on such earlier date as
the principal in respect of this temporary Global Security may become due under
the Indenture and to pay interest on the principal sum for the time being outstanding
at the rate of 6.500 per cent. Per annum from and including June 3, 2009 payable
annually in arrear on each Interest Payment Date (as defined in the Indenture)
until payment of the principal sum has been made or duly provided for in full
together with any other amounts as may be payable, all subject to and under
the Indenture.
The principal amount of Sterling Notes represented by this temporary Global
Security shall be the aggregate amount from time to time entered in the records
of both Euroclear
J-1
Bank S.A./NV and Clearstream Banking, société anonyme (together the "relevant Clearing Systems"). The records of the relevant Clearing Systems (which expression in this temporary Global Security means the records that each relevant Clearing System holds for its customers which reflect the amount of such customer's interest in the Sterling Notes) shall be conclusive evidence of the principal amount of Sterling Notes represented by this temporary Global Security and, for these purposes, a statement issued by a relevant Clearing System (which statement shall be made available to the bearer upon request) stating the nominal amount of Sterling Notes represented by this temporary Global Security at any time shall be conclusive evidence of the records of the relevant Clearing System at that time.
ARTICLE TWO
EXCHANGE FOR PERMANENT GLOBAL SECURITY AND PURCHASES
The permanent Global Security to be issued on exchange for interests in this
temporary Global Security will be substantially in the form set out in Exhibit
K of the Second Supplemental Indenture.
Subject as provided below, the permanent Global Security will only have an entry
made to represent definitive Bearer Securities after the date which is forty
(40) days after the closing date for the Sterling Notes (the "Exchange
Date").
Interests in this temporary Global Security may be exchanged for interests recorded
in the records of the relevant Clearing Systems in a duly executed and authenticated
permanent Global Security without charge, in full or partial exchange for this
temporary Global Security, in order that the permanent Global Security represents
an aggregate principal amount of Sterling Notes equal to the principal amount
of this temporary Global Security submitted for exchange. Notwithstanding the
foregoing, no such exchange shall be made unless there shall have been presented
to the Principal Paying Agent or such other person as the Principal Paying Agent
may direct (the "Exchange Agent") by a relevant Clearing System a
certificate to the effect that it has received from or in respect of a person
entitled to a beneficial interest in a particular principal amount of the Sterling
Notes (as shown by its records) a certificate of non-US beneficial ownership
in the form required by it and substantially in the form set out in Exhibit
A of the Base Indenture, from such person in the form required by it and substantially
in the form set out in Exhibit B of the Base Indenture unless such certification
has already been made.
Notwithstanding the foregoing, where this temporary Global Security has been
exchanged in part for the permanent Global Security pursuant to the foregoing
and definitive Bearer Securities have been issued in exchange for the total
amount of Sterling Notes represented by the permanent Global Security pursuant
to its terms, then interests in this temporary Global Security will no longer
be exchangeable for interests in the permanent Global Security but will be exchangeable,
in full or partial exchange, for duly executed and authenticated definitive
Bearer Securities, without charge, in the denomination of £50,000 each
with Coupons attached, such definitive Bearer Securities to be substantially
in the form set out in the Second Supplemental Indenture. Notwithstanding the
foregoing, definitive Bearer Securities
J-2
shall not be so issued and delivered unless there shall have been presented
to the Exchange Agent by a relevant Clearing System a certificate to the effect
that it has received from or in respect of a person entitled to a beneficial
interest in a particular principal amount of Sterling Notes (as shown by its
records) a certificate of non-US beneficial ownership in the form required by
it and substantially in the form set out in Exhibit A of the Base Indenture,
from such person in the form required by it and substantially in the form set
out in Exhibit B of the Base Indenture unless such certification has already
been made.
Any person who would, but for the provisions of this temporary Global Security
and of the Indenture, otherwise be entitled to receive either (a) an interest
in the permanent Global Security or (b) definitive Bearer Securities shall not
be entitled to require the exchange of an appropriate part of this temporary
Global Security for an interest in the permanent Global Security or definitive
Bearer Securities unless and until he shall have delivered or caused to be delivered
to a relevant Clearing System a certificate of non-US beneficial ownership in
the form required by it and substantially in the form set out in Exhibit A of
the Base Indenture.
Presentation of this temporary Global Security for exchange shall be made by
the bearer hereof on any day (other than a Saturday or Sunday) on which banks
are open for general business in London. The aggregate principal amount of interests
in the permanent Global Security recorded in the records of the relevant Clearing
Systems or, as the case may be, definitive Bearer Securities issued upon an
exchange of this temporary Global Security will, subject to the terms hereof,
be equal to the aggregate principal amount of this temporary Global Security
submitted by the bearer for exchange (to the extent that such principal amount
does not exceed the aggregate principal amount of this temporary Global Security).
Upon (a) any exchange of a part of this temporary Global Security for an interest
in the permanent Global Security or for a definitive Bearer Security, (b) receipt
of instructions from a relevant Clearing System that, following the purchase
by or on behalf of the Company of a part of this temporary Global Security,
part is to be cancelled or (c) any redemption of a part of this temporary Global
Security, the Company shall procure that the portion of the principal amount
of this temporary Global Security so exchanged, cancelled or redeemed shall
be entered pro rata in the records of the relevant Clearing Systems. On an exchange
in whole of this temporary Global Security, this temporary Global Security shall
be surrendered to or to the order of the Paying Agent.
ARTICLE THREE
BENEFITS
Until the entire principal amount of this temporary Global Security has been
extinguished in exchange for the permanent Global Security and/or definitive
Bearer Securities, the bearer of this temporary Global Security shall in all
respects be entitled to the same benefits as if he were the bearer of the definitive
Bearer Securities referred to above, except that the bearer of this temporary
Global Security shall only be entitled to receive any payment on this temporary
Global Security on presentation of certificates as provided below. Accordingly,
except as ordered by a court of competent jurisdiction or as required by law
or applicable
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regulation, the Company, Trustee and any Paying Agent may deem and treat the holder of this temporary Global Security as the absolute owner of this temporary Global Security for all purposes. All payments of any amounts payable and paid to such holder shall, to the extent of the sums so paid, discharge the liability for the moneys payable on this temporary Global Security and on the relevant definitive Bearer Securities and/or Coupons.
ARTICLE FOUR
PAYMENTS
Payments due in respect of Sterling Notes for the time being represented by
this temporary Global Security shall be made to the bearer of this temporary
Global Security only upon presentation by a relevant Clearing System to the
Paying Agent at its specified office of a certificate to the effect that it
has received from or in respect of a person entitled to a particular principal
amount of the Sterling Notes (as shown on its records) a certificate of non-US
beneficial ownership in the form required by it and substantially in the form
set forth in Exhibit A of the Base Indenture. Each payment so made will discharge
the Company's obligations in respect thereof.
The bearer of this temporary Global Security will not be entitled to receive
any payment of interest due on or after the Exchange Date unless, upon due certification,
exchange of this temporary Global Security is improperly withheld or refused.
Upon any payment in respect of the Sterling Notes represented by this temporary
Global Security, the Company shall procure that the amount so paid shall be
entered pro rata in the records of the relevant Clearing Systems. In the case
of any payment of principal the Company shall procure that the amount so paid
shall be entered pro rata in the records of the relevant Clearing Systems and,
upon such entry being made, the principal amount of the Sterling Notes recorded
in the records of the relevant Clearing Systems and represented by this temporary
Global Security shall be reduced by the amount so paid. Any failure to make
such entries shall not affect the discharge referred to in the first paragraph
above.
ARTICLE FIVE
ACCOUNTHOLDERS
For so long as any of the Sterling Notes is represented by this temporary Global Security or by this temporary Global Security and the permanent Global Security and such Global Security(s) is/are held on behalf of the relevant Clearing Systems, each person (other than a relevant Clearing System) who is for the time being shown in the records of a relevant Clearing System as the holder of a particular principal amount of Sterling Notes (each an "Accountholder") (in which regard any certificate or other document issued by a relevant Clearing System as to the principal amount of such Sterling Notes standing to the account of any person shall, in the absence of manifest error, be conclusive and binding for all purposes) shall be treated as the holder of such principal amount of such Sterling Notes for all purposes (including but not limited to, for the purposes of any quorum requirements of, or the right to
J-4
demand a poll at, meetings of the Holders and giving notice to the Company pursuant to Section 501 of the Base Indenture other than with respect to the payment of principal amount and interest of such Sterling Notes, the right to which shall be vested, as against the Company, solely in the bearer of this temporary Global Security in accordance with and subject to its terms and the terms of the Indenture. The Trustee will look solely to the relevant Clearing Systems for the determination of who may be treated as an Accountholder for all purposes under the Indenture (including but not limited to, for the purposes of any quorum requirements of, or the right to demand a poll at, meetings of the Holders and giving notice to the Company pursuant to Section 501 of the Base Indenture) other than with respect to the payment of principal amount and interest of such Sterling Notes, the right to which shall be vested, as against the Company, solely in the bearer of this temporary Global Security in accordance with and subject to its terms and the terms of the Indenture. Each Accountholder must look solely to the relevant Clearing Systems, for its share of each payment made to the bearer of this temporary Global Security. With respect to this temporary Global Security, the "records" of the relevant Clearing Systems shall mean the records that each of the relevant Clearing Systems holds for its customers which reflect the amount of such customer's interest in the Sterling Notes.
The Company covenants in favor of each Accountholder that it will make all payments
in respect of the principal amount of Sterling Notes for the time being shown
in the records of the relevant Clearing Systems as being held by the Accountholder
and represented by this temporary Global Security to the bearer of this temporary
Global Security in accordance with Article One hereof and acknowledges that
each Accountholder may take proceedings to enforce this covenant and any of
the other rights which it has under the first paragraph of this clause directly
against the Company.
ARTICLE SIX
NOTICES
For so long as all of the Sterling Notes are represented by this temporary Global
Security or by this temporary Global Security and the permanent Global Security
and such Global Security(s) is/are held on behalf of a relevant Clearing System,
notices to Holders may be given by delivery of the relevant notice to the relevant
Clearing Systems for communication to the relative Accountholders rather than
by publication as required by Section 1203 of the Second Supplemental Indenture;
provided that, so long as the Sterling Notes are listed on the Luxembourg Stock
Exchange, notice will also be given by filing with the Companies Announcement
Office of the Irish Stock Exchange if and to the extent that the guidelines
of the Irish Stock Exchange so require. Any such notice shall be deemed to have
been given to the Holders on the second day after the day on which such notice
is delivered to the relevant Clearing Systems as aforesaid.
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ARTICLE SEVEN
PRESCRIPTION
Claims against the Company in respect of principal and interest on the Sterling
Notes represented by this temporary Global Security will be prescribed after
ten (10) years (in the case of principal and five (5) years (in the case of
interest) from the Relevant Date (as defined in Article Ten of the Second Supplemental
Indenture).
ARTICLE EIGHT
REDEMPTION AT THE OPTION OF THE COMPANY
For so long as all of the Sterling Notes are represented by this temporary Global
Security or by this temporary Global Security and the permanent Global Security
and such Global Security(s) is/are held on behalf of a relevant Clearing System,
no drawing of Sterling Notes to be redeemed will be required under Section 703
of the Second Supplemental Indenture in the event that the Company exercises
its option pursuant to Section 702 of the Second Supplemental Indenture in respect
of less than the aggregate principal amount of the Sterling Notes outstanding
at such time. In such event, the partial redemption will be effected in accordance
with the rules and procedures of the relevant Clearing Systems (to be reflected
in the records of the relevant Clearing Systems as either a pool factor or a
reduction in nominal amount, at their discretion).
ARTICLE NINE
THE RELEVANT CLEARING SYSTEMS
The Sterling Notes represented by this temporary Global Security are transferable
in accordance with the rules and procedures of the relevant Clearing Systems.
ARTICLE TEN
AUTHENTICATION AND EFFECTUATION
This temporary Global Security shall not become valid or enforceable for any
purpose unless and until it has been authenticated by or on behalf of the Trustee
referred to herein and effectuated by the entity appointed as common safe-keeper
by the relevant Clearing Systems.
ARTICLE ELEVEN
GOVERNING LAW
This temporary Global Security is governed by, and shall be construed in accordance
with, the law of the State of New York.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
PFIZER INC.
Dated:
By:____________________________ __
Name:
Title:
Attest:______________________________
Name:
Title:
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Second Supplemental Indenture.
The Bank of New York Mellon, as Trustee
By:_______________________________
Name:
Title:
CERTIFICATE OF EFFECTUATION
Effectuated without recourse, warranty or liability by
__________________________________
as common safe-keeperBy:_______________________________
Name:
Title:
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EXHIBIT K
FORM OF PERMANENT GLOBAL SECURITY
REPRESENTING THE STERLING NOTES
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
PFIZER INC.
PERMANENT GLOBAL SECURITY
£1,500,000,000
6.500 PER CENT. NOTES DUE 2038
ISIN: XS0432072022
COMMON CODE: 043207202
This permanent Global Security is issued in respect of the 6.500 per cent. Notes
due 2038 (the " Sterling Notes") of Pfizer Inc. (the "Company").
The Sterling Notes are initially represented by a temporary Global Security
interests in which will be exchanged in accordance with the terms of the temporary
Global Security for interests in this permanent Global Security and, if applicable,
definitive Bearer Securities. The Sterling Notes are issued subject to and with
the benefit of an indenture, dated as of January 30, 2001 (the "Base Indenture")
as supplemented by the Second Supplemental Indenture dated as of June 2, 2009
(the "Second Supplemental Indenture" and, together with the Base Indenture,
the "Indenture", which then shall have the meaning assigned to it
in such instrument), between, among others, the Company and The Bank of New
York Mellon as Trustee (the "Trustee").
ARTICLE ONE
PROMISE TO PAY
Subject as provided in this permanent Global Security, the Company, for value
received, promises to pay the bearer of this permanent Global Security the sum
of £1,500,000,000 (one billion and five hundred million Sterling) or such
lesser sum as is equal to the principal amount of the Sterling Notes represented
by this permanent Global Security on June 3, 2038 or on such earlier date as
the principal in respect of this permanent Global Security may become due under
the Indenture and to pay interest on the principal sum for the time being
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outstanding at the rate of 6.500 per cent. Per annum from and including June
3, 2009, payable annually in arrear on each Interest Payment Date (as defined
in the Indenture) until payment of the principal sum has been made or duly provided
for in full together with any other amounts as may be payable, all subject to
and under the Indenture.
The principal amount of Sterling Notes represented by this permanent Global
Security shall be the aggregate amount from time to time entered in the records
of both Euroclear Bank S.A./NV and Clearstream Banking, société
anonyme (together the "relevant Clearing Systems"). The records of
the relevant Clearing Systems (which expression in this permanent Global Security
means the records that each relevant Clearing System holds for its customers
which reflect the amount of such customer's interest in the Sterling Notes)
shall be conclusive evidence of the principal amount of Sterling Notes represented
by this permanent Global Security and, for these purposes, a statement issued
by a relevant Clearing System (which statement shall be made available to the
bearer upon request) stating the nominal amount of Sterling Notes represented
by this permanent Global Security at any time shall be conclusive evidence of
the records of the relevant Clearing System at that time.
ARTICLE TWO
EXCHANGE OF INTERESTS IN THE TEMPORARY GLOBAL SECURITY FOR INTERESTS IN THIS
PERMANENT GLOBAL SECURITY
Upon any exchange of an interest recorded in the records of the relevant Clearing
Systems in the temporary Global Security representing the Sterling Notes for
an interest recorded in the records of the relevant Clearing Systems in this
permanent Global Security, the Company shall procure that details of such exchange
shall be entered pro rata in the records of the relevant Clearing Systems.
ARTICLE THREE
EXCHANGE FOR DEFINITIVE BEARER SECURITIES AND PURCHASES
The permanent Global Security will be exchangeable in whole but not in part
(free of charge to the holder) for definitive Bearer Securities only:
(a) upon the happening of any of the events defined in the Indenture as "Events
of Default";
(b) if either Euroclear or Clearstream, Luxembourg is closed for business for
a continuous period of fourteen (14) days (other than by reason of holiday,
statutory or otherwise) or announces an intention permanently to cease business
or does in fact do so and no alternative clearing system satisfactory to the
Trustee is available; or
(c) if the Company would suffer a disadvantage as a result of a change in laws
or regulations (taxation or otherwise) or as a result of a change in the practice
of Euroclear and/or Clearstream, Luxembourg which would not be suffered were
the Sterling Notes in
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definitive form and a certificate to such effect signed by two current directors
of the Company is given to the Trustee; or
(d) upon not less than sixty (60) days' written notice from Euroclear and/or
Clearstream, Luxembourg (acting on the instructions of any holder of an interest
in such permanent Global Security) to the Principal Paying Agent.
Thereupon (in the case of (a), (b) and (c) above) the holder of the permanent
Global Security (acting on the instructions of one or more of the Accountholders
(as defined below)) or the Trustee may give notice to the Company and (in the
case of (c) above) the Company may give notice to the Trustee and the Holders,
of its intention to exchange the permanent Global Security for definitive Bearer
Securities on or after the Exchange Date (as defined below).
On or after the Exchange Date the holder of the permanent Global Security may
or, in the case of (c) above, shall surrender the permanent Global Security
to or to the order of the Principal Paying Agent. In exchange for the permanent
Global Security the Company will deliver, or procure the delivery of, an equal
aggregate principal amount of definitive Bearer Securities (having attached
to them all Coupons in respect of interest which has not already been paid on
the permanent Global Security), security printed in accordance with any applicable
legal and stock exchange requirements and in or substantially in the form set
out in the Indenture. On exchange of the permanent Global Security, the Company
will procure that it is cancelled and, if the holder so requests, returned to
the holder together with any relevant definitive Bearer Securities. Definitive
Bearer Securities to be delivered on exchange shall be delivered only outside
the United States. The definitive Bearer Securities to be issued on exchange
will be in bearer form in the denomination of £50,000 each with Coupons
attached and will be substantially in the form set out in Exhibit L to the Second
Supplemental Indenture.
The Company shall deliver to the Trustee sufficient definitive Bearer Securities
to give effect to any exchange as set forth in this Article Three.
For these purposes, "Exchange Date" means a day specified in the notice
requiring exchange falling not less than sixty (60) days after that on which
such notice is given and being a day on which banks are open for general business
in the place in which the specified office of the Principal Paying Agent is
located and, except in the case of exchange pursuant to (b) above, in the place
in which the relevant clearing system is located.
ARTICLE FOUR
BENEFITS
Until the entire principal amount of this permanent Global Security has been
extinguished in exchange for definitive Bearer Securities or in any other manner
envisaged by the terms of the Second Supplemental Indenture, the bearer of this
permanent Global Security shall in all respects be entitled to the same benefits
as if he were the bearer of the definitive Bearer Securities referred to above.
Accordingly, except as ordered by a court of competent
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jurisdiction or as required by law or applicable regulation, the Company,
the Trustee and any Paying Agent may deem and treat the holder of this permanent
Global Security as the absolute owner of this permanent Global Security for
all purposes. All payments of any amounts payable and paid to such holder shall,
to the extent of the sums so paid, discharge the liability for the moneys payable
on this permanent Global Security and on the relevant definitive Bearer Securities
and/or Coupons.
ARTICLE FIVE
PAYMENTS
Payments due in respect of Sterling Notes for the time being represented by
this permanent Global Security shall be made to the bearer of this permanent
Global Security and each payment so made will discharge the Company's obligations
in respect thereof.
Upon any payment in respect of the Sterling Notes represented by this permanent
Global Security, the Company shall procure that the amount so paid shall be
entered pro rata in the records of the relevant Clearing Systems. In the case
of any payment of principal the Company shall procure that the amount so paid
shall be entered pro rata in the records of the relevant Clearing Systems and,
upon any such entry being made, the principal amount of the Sterling Notes recorded
in the records of the relevant Clearing Systems and represented by this permanent
Global Security shall be reduced by the amount so paid. Any failure to make
such entries shall not affect the discharge referred to in the previous paragraph.
ARTICLE SIX
ACCOUNTHOLDERS
For so long as any of the Sterling Notes are represented by this permanent Global
Security or by this permanent Global Security and the temporary Global Security
and such Global Security(s) is/are held on behalf of the relevant Clearing Systems,
each person (other than a relevant Clearing System) who is for the time being
shown in the records of a relevant Clearing System as the holder of a particular
principal amount of Sterling Notes (each an "Accountholder") (in which
regard any certificate or other document issued by a relevant Clearing System
as to the principal amount of such Sterling Notes standing to the account of
any person shall, in the absence of any manifest error, be conclusive and binding
for all purposes) shall be treated as the holder of such principal amount of
such Sterling Notes for all purposes (including but not limited to, for the
purposes of any quorum requirements of, or the right to demand a poll at, meetings
of the Holders and giving notice to the Company pursuant to Section 501 of the
Base Indenture) other than with respect to the payment of principal amount and
interest on such principal amount of such Sterling Notes, the right to which
shall be vested, as against the Company, solely in the bearer of this permanent
Global Security in accordance with and subject to its terms and the terms of
the Indenture. The Trustee will look solely to the relevant Clearing Systems
for the determination of who may be treated as an Accountholder for all purposes
under the Indenture (including but not limited to, for the purposes of any quorum
requirements of, or the right to demand a poll at, meetings of the Holders and
giving notice to the
K-4
Company pursuant to Section 501 of the Base Indenture) other than with respect
to the payment of principal amount and interest on such principal amount of
such Sterling Notes, the right to which shall be vested, as against the Company,
solely in the bearer of this temporary Global Security in accordance with and
subject to its terms and the terms of the Indenture. Each Accountholder must
look solely to the relevant Clearing Systems for its share of each payment made
to the bearer of this permanent Global Security. With respect to this permanent
Global Security, the "records" of Euroclear and Clearstream, Luxembourg
shall mean the records that each of Euroclear and Clearstream, Luxembourg holds
for its customers which reflect the amount of such customer's interest in the
Sterling Notes.
The Company covenants in favor of each Accountholder that it will make all payments
in respect of the principal amount of Sterling Notes for the time being shown
in the records of the relevant Clearing Systems as being held by the Accountholder
and represented by this permanent Global Security to the bearer of this permanent
Global Security in accordance with Article One above and acknowledges that each
Accountholder may take proceedings to enforce this covenant and any of the other
rights which it has under the first paragraph of this clause directly against
the Company.
ARTICLE SEVEN
NOTICES
For so long as all of the Sterling Notes are represented by this permanent Global
Security or by this permanent Global Security and the temporary Global Security
and such Global Security(s) is/are held on behalf of a relevant Clearing System,
notices to Holders may be given by delivery of the relevant notice to the relevant
Clearing Systems for communication to the relative Accountholders rather than
by publication as required by Section 1203 of the Second Supplemental Indenture,
provided that, so long as the Sterling Notes are listed on the Irish Stock Exchange,
notice will also be given by filing with the Companies Announcement Office of
the Irish Stock Exchange if and to the extent that the guidelines of the Irish
Stock Exchange so require. Any such notice shall be deemed to have been given
to the Holders on the second day after the day on which such notice is delivered
to the relevant Clearing Systems as aforesaid.
ARTICLE EIGHT
PRESCRIPTION
Claims against the Company in respect of principal and interest on the Sterling
Notes represented by this permanent Global Security will be prescribed after
ten (10) years (in the case of principal) and five (5) years (in the case of
interest) from the Relevant Date (as defined in Article Ten of the Second Supplemental
Indenture).
K-5
ARTICLE NINE
REDEMPTION AT THE OPTION OF THE COMPANY
For so long as all of the Sterling Notes are represented by this permanent Global
Security or by this permanent Global Security and the temporary Global Security
and such Global Security(s) is/are held on behalf of the relevant Clearing Systems,
no drawing of Sterling Notes to be redeemed will be required under Section 703
of the Second Supplemental Indenture in the event that the Company exercises
its option pursuant to Section 702 of the Second Supplemental Indenture in respect
of less than the aggregate principal amount of the Sterling Notes outstanding
at such time. In such event, the partial redemption will be effected in accordance
with the rules and procedures of the relevant Clearing Systems (to be reflected
in the records of the relevant Clearing Systems as either a pool factor or a
reduction in nominal amount, at their discretion).
ARTICLE TEN
THE RELEVANT CLEARING SYSTEMS
The Sterling Notes represented by this permanent Global Security are transferable
in accordance with the rules and procedures of the relevant Clearing Systems.
ARTICLE ELEVEN
AUTHENTICATION AND EFFECTUATION
This permanent Global Security shall not become valid or enforceable for any
purpose unless and until it has been authenticated by or on behalf of the Trustee
referred to herein and effectuated by the entity appointed as common safe-keeper
by the relevant Clearing Systems.
ARTICLE TWELVE
GOVERNING LAW
This permanent Global Security is governed by, and shall be construed in accordance
with, the law of the State of New York.
K-6
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
PFIZER INC.
Dated:
By:____________________________ __
Name:
Title:
Attest:______________________________
Name:
Title:
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Second Supplemental Indenture.
The Bank of New York Mellon, as Trustee
By:_______________________________
Name:
Title:
CERTIFICATE OF EFFECTUATION
Effectuated without recourse, warranty or liability by
__________________________________
as common safe-keeperBy:_______________________________
Name:
Title:
K-7
EXHIBIT L
FORM OF DEFINITIVE BEARER SECURITY
REPRESENTING THE STERLING NOTES
AND RELATED COUPON
DEFINITIVE BEARER SECURITY
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
_____________________________________________________________________________________________________
[0,000/00,000]
ISIN: COMMON
CODE:
[Serial No.]
XS0432072022
043207202
______________________________________________________________________________________________________
PFIZER INC.
£1,500,000,000 6.500 PER CENT.
NOTES DUE 2038
This definitive Bearer Security is issued in respect of the 6.500 per cent.
Notes due 2038 (the "Sterling Notes") of Pfizer Inc. (the "Company").
The issue of the Sterling Notes was authorized by a resolution of the Securities
Committee of the Company on May 27, 2009, pursuant to an authorization of the
Board of Directors of the Company dated June 27, 2002. The Sterling Notes are
issued subject to and with the benefit of an indenture, dated as of January
30, 2001 (the "Base Indenture") as supplemented by the Second Supplemental
Indenture dated as of June 2, 2009 (the "Second Supplemental Indenture"
and, together with the Base Indenture, the "Indenture", which then
shall have the meaning assigned to it in such instrument), between, among others,
the Company and The Bank of New York Mellon as Trustee. The Sterling Notes are
issued as Securities in bearer form in the denomination of £50,000 each
with Coupons attached in an aggregate principal amount of £1,500,000,000.
The Company for value received and subject to and in accordance with the Indenture
hereby promises to pay to the bearer on June 3, 2038 (or on such earlier date
as the principal sum hereunder mentioned may become repayable in accordance
with the Indenture) the principal sum of:
[£ ]
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together with interest on the said principal sum at the rate of 6.500 per cent.
Per annum payable annually in arrear on each Interest Payment Date and together
with such other amounts (if any) as may be payable, all subject to and in accordance
with the provisions of the Indenture.
Neither this definitive Bearer Security nor the Coupons appertaining hereto
shall be or become valid or obligatory for any purpose unless and until this
definitive Bearer Security has been authenticated by or on behalf of the Trustee
referred to herein.
This definitive Bearer Security is governed by, and shall be construed in accordance
with, the law of the State of New York.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
PFIZER INC.
Dated:
By:______________________________
Name:
Title:
Attest:_____________________________
Name:
Title:
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Second Supplemental Indenture.
The Bank of New York Mellon, as Trustee
By:_______________________________
Name:
Title:
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FORM OF COUPON
On the front:
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
PFIZER INC.
£1,500,000,000 6.500 PER CENT.
NOTES DUE 2038
Coupon appertaining to a definitive Bearer Security in the denomination of £50,000.
This Coupon is separately Coupon
for
negotiable, payable to bearer, [
][ ]
and subject to the due
on
terms of the Indenture.
[ ], [20 ]
PFIZER INC.
By: ____________________
____________________________________________________________________________
[No.] [0,000/00,000]
ISIN:
COMMON CODE: [Serial No.]
XS0432072022 043207202
____________________________________________________________________________
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