EXHIBIT 4.1
-----------
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
"DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR
CERTIFICATES IN DEFINITIVE REGISTERED FORM, THIS CERTIFICATE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE (A) BY THE DEPOSITARY TO A NOMINEE
THEREOF OR (B) BY A NOMINEE THEREOF TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR (C) BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
SEE REVERSE FOR CERTAIN DEFINITIONS
NUMBER 1 $250,000,000
REGISTERED CUSIP 651229 AE 6
NEWELL RUBBERMAID INC.
4.00% Notes due 2010
Newell Rubbermaid Inc., a corporation duly organized and
existing under the laws of the State of Delaware (herein referred to
as the "Company"), for value received, hereby promises to pay to Cede
& Co. or registered assigns, the principal sum of TWO HUNDRED AND
FIFTY MILLION DOLLARS ($250,000,000) on May 1, 2010 and to pay
interest, semi-annually in arrears on May 1 and November 1 of each
year (each, an "Interest Payment Date"), commencing November 1, 2003,
on said principal sum at the rate of 4.00% per annum, from the most
recent Interest Payment Date to which interest has been paid or, if no
interest has been paid, from May 6, 2003, until payment of said
principal sum has been made. The interest so payable on any Interest
Payment Date will, subject to certain exceptions provided in the
Indenture referred to on the reverse hereof, be paid to the Person in
whose name this Security is registered at the close of business on the
April 15 or October 15, as the case may be (each, a "Record Date"),
next preceding such Interest Payment Date. The amount of interest
payable will be computed on the basis of a 360-day year of twelve 30-
day months. The principal of and interest on this Security are payable
in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private
debts at the office or agency of the Company in the Place of Payment,
and at such other locations as the Company may from time to time
designate. Any interest not punctually paid or duly provided for shall
be payable as provided in said Indenture.
Reference is made to the further provisions of this Security
set forth on the reverse hereof. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee by the manual signature of one of its
authorized officers, this Security shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any
purpose.
[THIS SPACE INTENTIONALLY
LEFT BLANK]
2
IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS INSTRUMENT
TO BE DULY EXECUTED UNDER ITS CORPORATE SEAL.
Dated: May 6, 2003
NEWELL RUBBERMAID INC.
By: ____________________________
Name: Douglas L. Martin
Title: Vice President - Treasurer
[Corporate Seal]
Attest: ________________________
Name: Andrea L. Horne
Title: Corporate Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
JPMorgan Chase Bank, as Trustee,
certifies that this is one of the Securities of
the series referred to in the
within-mentioned Indenture.
By: ____________________________
Authorized Officer
Dated: May 6, 2003
3
NEWELL RUBBERMAID INC.
4.00% Notes due 2010
This Security is one of a duly authorized issue of
Securities of the Company designated as its 4.00% Notes due 2010
(Securities of such series being hereinafter called the "Securities"),
limited in initial aggregate principal amount to $250,000,000, issued
under the senior indenture dated as of November 1, 1995, (hereinafter
called the "Indenture"), between the Company (as successor to Newell
Co.) and JPMorgan Chase Bank (as successor to The Chase Manhattan Bank
(National Association)), as trustee (the "Trustee", which term
includes any successor trustee under the Indenture with respect to the
Securities of this series), to which Indenture reference is hereby
made for a statement of the respective rights thereunder of the
Company, the Trustee and any Holder of the Securities, and the terms
upon which the Securities are, and are to be, authenticated and
delivered.
Except as otherwise provided in the Indenture, this Security
will be issued in global form only registered in the name of the
Depositary or its nominee. This Security will not be issued in
definitive form, except as otherwise provided in the Indenture, and
ownership of this Security shall be maintained in book-entry form by
the Depositary for the accounts of participating organizations of the
Depositary.
No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Security at the times, place and
rate, and in the coin and currency, herein prescribed.
Securities will be redeemable in whole or in part, at the
option of the Company at any time and from time to time prior to
maturity (any such date of redemption, the "Redemption Date"), on not
less than 30 or more than 60 days' notice mailed to Holders thereof,
at a redemption price (the "Redemption Price") equal to the greater of
(a) 100% of the principal amount of the Securities being redeemed on
the Redemption Date and (b) the sum of the present values of the
remaining scheduled payments of principal and interest on the
Securities being redeemed on that Redemption Date (not including any
portion of any payments of interest accrued to the Redemption Date),
discounted to the Redemption Date on a semi-annual basis at the
Treasury Rate (as defined below), plus 15 basis points, in each case
as determined by the Reference Treasury Dealer (as defined below),
plus, in the case of both (a) and (b) above, accrued and unpaid
interest on the Securities being redeemed to the Redemption Date.
Notwithstanding the foregoing, installments of interest on Securities
that are due and payable on Interest Payment Dates falling on or prior
to a Redemption Date will be payable on the Interest Payment Date to
the registered Holders as of the close of business on the relevant
4
Record Date. The Redemption Price will be calculated on the basis of
a 360-day year consisting of twelve 30-day months. Once notice of
redemption is mailed, the Securities called for redemption will become
due and payable on the Redemption Date and at the Redemption Price,
plus accrued and unpaid interest to the Redemption Date. The
Securities will be redeemed in increments of $1,000.
"Treasury Rate" means, with respect to any Redemption Date,
the rate per year equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption
Date.
"Comparable Treasury Issue" means the United States Treasury
security selected by the Reference Treasury Dealer as having a
maturity comparable to the remaining term of the Securities that would
be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Securities.
"Comparable Treasury Price" means, with respect to any
Redemption Date, (a) the average of the Reference Treasury Dealer
Quotations for such Redemption Date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (b) if the
Trustee obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer
Quotations, or (c) if only one Reference Treasury Dealer Quotation is
received, such Quotation.
"Reference Treasury Dealer" means (a) Citigroup Global
Markets Inc. or Morgan Stanley & Co. Incorporated (or their respective
affiliates which are Primary Treasury Dealers) and their respective
successors, PROVIDED, HOWEVER, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York
City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer, and (b) any other Primary
Treasury Dealer(s) selected by the Trustee after consultation with the
Company.
"Reference Treasury Dealer Quotation" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. (New York City time) on the
third business day preceding such Redemption Date.
On and after the Redemption Date, interest will cease to
accrue on the Securities, or any portion of the Securities, called for
redemption (unless the Company defaults in the payment of the
Redemption Price and accrued interest). On or before the Redemption
5
Date, the Company will deposit with a Paying Agent (or the Trustee)
money sufficient to pay the Redemption Price of and accrued interest
on the Securities to be redeemed on such date. If less than all the
Securities are to be redeemed, the Securities to be redeemed shall be
selected by lot by the Depositary, in the case of Securities
represented by a global note, or by the Trustee by such method as the
Trustee shall deem fair and appropriate in the case of Securities that
are not represented by a global note.
As provided in the Indenture and subject to certain
limitations therein set forth, this Security may be registered for
transfer on the Security Register of the Company, upon surrender of
this Security for registration of transfer at the office or agency of
the Company in the Place of Payment, and at such other locations as
the Company may from time to time designate, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by, the Holder
hereof or the Holder's attorney duly authorized in writing, and
thereupon one or more new Securities, of authorized denominations and
for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities are issuable only as Registered Securities
without coupons in the denominations of $1,000 and any integral
multiple thereof. As provided in the Indenture, and subject to certain
limitations therein set forth, Securities are exchangeable for a like
aggregate principal amount of Securities of different authorized
denominations, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment for registration of transfer of
this Security, the Company, the Trustee, the Security Registrar, the
Paying Agent and any agent of any one thereof may treat the Person in
whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the
Company, the Trustee, the Security Registrar, the Paying Agent nor any
such agent shall be affected by notice to the contrary.
The Company may from time to time, without notice to or the
consent of the registered Holders of the Securities, create and issue
further Securities ranking equally and ratably with the Securities in
all respects (or in all respects except for the payment of interest
accruing prior to the issue date of such further Securities or except
for the first payment of interest following the issue date of such
further Securities), so that such further Securities shall be
consolidated and form a single series with the Securities and shall
have the same terms as to status, redemption or otherwise as the
Securities.
6
If an Event of Default, as defined in the Indenture, with
respect to the Securities shall occur, the principal of all the
Securities may be declared due and payable in the manner and with the
effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company with respect to the Securities and the
rights of the Holders of the Securities under the Indenture at any
time by the Company with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the
Holders of not less than a majority in principal amount of the
Securities at the time Outstanding, on behalf of the Holders of all
the Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof whether or not a notation of such
consent or waiver is made upon this Security.
No recourse shall be had for the payment of the principal of
or the interest on this Security, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any
incorporator, stockholder, officer or director, as such, past, present
or future, of the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released.
The Company at its option, subject to the terms and
conditions contained in the Indenture, (a) will be discharged from any
and all obligations in respect of the Securities (except for certain
obligations to register the transfer and exchange of such Securities,
to replace mutilated, destroyed, lost or stolen Securities, to
compensate, reimburse and indemnify the Trustee, to maintain an office
or agency with respect to the Securities and to hold moneys for
payment in trust) or (b) may omit to comply with certain restrictive
covenants contained in the Indenture, in each case upon irrevocable
deposit with the Trustee in trust of money or U.S. government
securities (as described in the Indenture) or a combination thereof,
which through the payment of interest and principal in respect thereof
in accordance with their terms will provide money in an amount
sufficient to discharge the principal of and interest on such
Securities on the Stated Maturity of such principal or interest.
7
This Security shall be governed and construed in accordance
with the internal laws of the State of New York, without regard to its
conflicts of law principles.
Except as otherwise defined herein, all terms used in this
Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
Customary abbreviations may be used in the name of a Holder
of Securities or an assignee, such as TEN COM (=tenants in common),
TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with
right of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gift to Minors Act). Additional
abbreviations may also be used though not in the above list.
8
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
and transfer(s) unto
_____________________________________________________________________
_____________________________________________________________________
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________
_____________________________________________________________________
_____________________________________________________________________
(Please print or typewrite name and address
including postal zip code of assignee)
the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints ____________________________________________
Attorney to transfer said Note on the books of the Company, with full
power of substitution in the premises.
Dated: __________________
_________________________________
NOTICE: The signature to this
assignment must correspond with
the name as written upon the
face of the within instrument
in every particular, without
alteration or enlargement or
any change whatever.
9