Exhibit 4.2
FLOATING RATE GLOBAL MEDIUM-TERM NOTE
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE
THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") TO A NOMINEE OF THE DEPOSITORY OR
BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY, TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT
No. BFLR ______________ CUSIP No. ________________ $_______________________
NEWELL RUBBERMAID INC.
MEDIUM-TERM NOTE,
SERIES B
(Floating Rate)
INTEREST RATE BASIS: ORIGINAL ISSUE DATE: STATED MATURITY:
INDEX MATURITY: INITIAL INTEREST RATE: SPREAD:
INITIAL INTEREST RESET DATE: REGULAR RECORD DATE: INTEREST PAYMENT DATES:
(Fifteen days prior to
the applicable Interest
Payment Date, unless
otherwise specified)
SPREAD MULTIPLIER: INTEREST RESET DATES:
MAXIMUM INTEREST RATE: MINIMUM INTEREST RATE: INITIAL REDEMPTION DATE:
INITIAL REDEMPTION ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE: PERCENTAGE REDUCTION: DATE(S):
CALCULATION AGENT: IF INTEREST RATE BASIS IS LIBOR:
(The Chase Manhattan, Bank
unless otherwise specified)
DESIGNATED LIBOR PAGE:
- Reuters Page: _________
- Telerate Page: _________
INTEREST CALCULATION: DAY COUNT CONVENTION
- - Regular Floating Rate Note - Actual/360 for the period
- - Floating Rate/Fixed Rate from to .
Fixed Rate Commencement Date: - Actual/Actual to the period
Fixed Interest Rate: from to .
- - Inverse Floating Rate Note
Fixed Interest Rate:
ADDENDUM ATTACHED: DENOMINATIONS:
- - Yes (Integral multiples of $1,000,
unless otherwise specified)
- - No
IF INTEREST RATE BASIS OTHER PROVISIONS:
IS PRIME RATE:
- - Prime Rate--Major Banks
- - Prime Rate--H.15
IF INTEREST RATE BASIS IS CMT RATE:
- - Designated CMT Telerate Page is 7051
- - Designated CMT Telerate Page is 7052
- Weekly Average
- Monthly Average
- - Designated CMT Maturity Index:
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NEWELL RUBBERMAID INC., a Delaware corporation ("Issuer" or the
"Company," which terms include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of
DOLLARS on the Stated Maturity specified above (except to the extent redeemed or
repaid prior to the Stated Maturity Date), and to pay interest thereon, at a
rate per annum equal to the Initial Interest Rate specified above until the
Initial Interest Reset Date specified above and thereafter at a rate per annum
determined in accordance with the provisions hereof and any Addendum relating
hereto depending upon the Interest Rate Basis or Bases, and such other terms
specified above, until the principal hereof is paid or duly made available for
payment. Reference herein to "this Note", "hereof", "herein" and comparable
terms shall include an Addendum hereto if an Addendum is specified above.
The Company will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date specified above next
succeeding the Original Issue Date specified above, and on the Stated Maturity
or any Redemption Date or Optional Repayment Date (as defined below) (the date
of each such Stated Maturity, Redemption Date and Optional Repayment Date and
the date on which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Indenture being referred to
hereinafter as a "Maturity" with respect to principal payable on such date);
PROVIDED, HOWEVER, that if the Original Issue Date is between a Regular Record
Date (as defined below) and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Original Issue Date; and PROVIDED, FURTHER, that if an Interest Payment Date
(other than an Interest Payment Date at Maturity) would fall on a day that is
not a Business Day (as defined below), such Interest Payment Date shall be
postponed to the following day that is a Business Day, except that in the case
the Interest Rate Basis is LIBOR, as indicated above, if such next Business Day
falls in the next calendar month, such Interest Payment Date shall be the next
preceding day that is a Business Day. Except as provided above, interest
payments will be made on the Interest Payment Dates shown above. Unless
otherwise specified above, the "Regular Record Date" shall be the date 15
calendar days (whether or not a Business Day) prior to the applicable Interest
Payment Date. Interest on this Note will accrue from and including the Original
Issue Date specified above, at the rates determined from time to time as
specified herein, until the principal hereof has been paid or made available for
payment. If the Maturity falls on a day which is not a Business Day as defined
below, the payment due on such Maturity will be paid on the next succeeding
Business Day with the same force and effect as if made on such Maturity and no
interest shall accrue with respect to such payment for the period from and after
such Maturity. The interest so payable and punctually paid or duly provided for
on any Interest Payment Date will as provided in the Indenture be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such Interest
Payment Date. Any such interest which is payable, but not punctually paid or
duly provided for on any Interest Payment Date (herein called "Defaulted
Interest"), shall forthwith cease to be payable to the registered Holder on such
Regular Record Date, and may be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of this Note not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner, all as more fully provided in the Indenture.
Payment of the principal of and interest on this Note will be made at
the Office or Agency of the Company maintained by the Company for such purpose
in the Borough of Manhattan, The City of New York, 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.
Unless the certificate of authentication hereon has been executed by or
on behalf of The Chase Manhattan Bank, the Trustee with respect to the Notes
under the Indenture, or its successor thereunder, by the manual signature of one
of its authorized officers, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized issue of Securities (hereinafter
called the "Securities") of the Company designated as its Medium-Term Notes,
Series B (the "Notes"). The Securities are issued and to be issued under a
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senior indenture (the "Indenture") dated as of November 1, 1995, between the
Company and The Chase Manhattan Bank (successor by merger to The Chase
Manhattan Bank (National Association)) (herein called the "Trustee", which
term includes any successor Trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Company, the Trustee and
the Holders of the Notes and the terms upon which the Notes are to be
authenticated and delivered. The terms of individual Notes may vary with
respect to interest rates or interest rate formulas, issue dates, maturity,
redemption, repayment, currency of payment and otherwise as provided in the
Indenture.
The Notes are issuable only in registered form without coupons in
denominations of, unless otherwise specified above, $1,000 and integral
multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes as requested by the Holder surrendering the same. If
(x) the Depository is at any time unwilling or unable to continue as depository
and a successor depository is not appointed by the Company within 60 days, (y)
the Company executes and delivers to the Trustee a Company Order to the effect
that this Note shall be exchangeable or (z) an Event of Default has occurred and
is continuing with respect to the Notes, this Note shall be exchangeable for
Notes in definitive form of like tenor and of an equal aggregate principal
amount, in authorized denominations. Such definitive Notes shall be registered
in such name or names as the Depository shall instruct the Trustee. If
definitive Notes are so delivered, the Company may make such changes to the form
of this Note as are necessary or appropriate to allow for the issuance of such
definitive Notes.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the Holder prior
to its Stated Maturity on the Holder's Optional Repayment Date(s), if any,
indicated on the face hereof. If no Holder's Optional Repayment Dates are set
forth on the face hereof, this Note may not be so repaid at the option of the
Holder hereof prior to the Stated Maturity. On any Holder's Optional Repayment
Date, this Note shall be repayable in whole or in part in an amount equal to
$1,000 or integral multiples thereof (provided that any remaining principal
amount shall be an authorized denomination) at the option of the Holder hereof
at a repayment price equal to 100% of the principal amount to be repaid,
together with interest thereon payable to the date of repayment. For this Note
to be repaid in whole or in part at the option of the Holder hereof, this Note
must be received, with the form entitled "Option to Elect Repayment" below duly
completed, by the Trustee at its office at 55 Water Street, Room 234, Corporate
Trust Securities Window, New York, New York 10041 or such address which the
Company shall from time to time notify the Holders of the Medium-Term Notes (the
"Corporate Trust Office"), not more than 60 nor less than 30 days prior to a
Holder's Optional Repayment Date. This Note must be received by the Trustee by
5:00 P.M., New York City time, on the last day for giving such notice. Exercise
of such repayment option by the Holder hereof shall be irrevocable. In the event
of payment of this Note in part only, a new Note for the unpaid portion hereof
shall be issued in the name of the Holder hereof upon the surrender hereof.
This Note may be redeemed at the option of the Company prior to its
Stated Maturity on any date on and after the Initial Redemption Date, if any,
specified on the face hereof (the "Redemption Date"). If no Initial Redemption
Date is set forth on the face hereof, this Note may not be redeemed at the
option of the Company prior to the Stated Maturity. On and after the Initial
Redemption Date, if any, this Note may be redeemed at any time in whole or from
time to time in part in increments of $1,000 or integral multiples thereof
(provided that any remaining principal amount shall be an authorized
denomination) at the option of the Company at the applicable Redemption Price
(as defined below) together with interest thereon payable to the Redemption
Date, on notice given not more than 60 nor less than 30 days prior to the
Redemption Date. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the Holder
hereof upon the surrender hereof.
If this Note is redeemable at the option of the Company prior to its
Stated Maturity, the "Redemption Price" shall initially be the Initial
Redemption Percentage, specified on the face hereof, of the principal amount of
this Note to be redeemed and shall decline at each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction, if any, specified
on the face hereof, of the principal amount to be redeemed until the Redemption
Price is 100% of such principal amount.
The interest rate borne by this Note shall be determined as follows:
1. If this Note is designated as a Regular Floating Rate Note
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above, then, except as described below, this Note shall bear interest
at the rate determined by reference to the applicable Interest Rate
Basis or Bases shown above (1) plus or minus the applicable Spread, if
any, and/or (2) multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described above. Commencing on the
first Interest Reset Date, the rate at which interest on this Note is
payable will be reset as of each Interest Reset Date specified above;
PROVIDED, HOWEVER, that the interest rate in effect for the period from
the Original Issue Date to the first Interest Reset Date will be the
Initial Interest Rate.
2. If this Note is designated as a Floating Rate/Fixed Rate
Note above, then, except as described below, this Note shall bear
interest at the rate determined by reference to the applicable Interest
Rate Basis or Bases shown above (1) plus or minus the applicable
Spread, if any, and/or (2) multiplied by the applicable Spread
Multiplier, if any, specified and applied in the manner described
above. Commencing on the first Interest Reset Date, the rate at which
interest on this Note is payable will be reset as of each Interest
Reset Date specified above; PROVIDED, HOWEVER, that (i) the interest
rate in effect for the period from the date of issue to the first
Interest Reset Date will be the Initial Interest Rate, and (ii) the
interest rate in effect commencing on, and including, the date on which
interest begins to accrue on a fixed rate basis to Maturity will be the
Fixed Interest Rate, if the rate is specified above, or if no Fixed
Interest Rate is specified, the interest rate in effect on the Floating
Rate/Fixed Rate Note on the day immediately preceding the date on which
interest begins to accrue on a fixed rate basis.
3. If this Note is designated as an Inverse Floating Rate Note
above, then, except as described below, this Note will bear interest
equal to the Fixed Interest Rate indicated above minus the rate
determined by reference to the applicable Interest Rate Basis or Bases
shown above (1) plus or minus the applicable Spread, if any, and/or (2)
multiplied by the applicable Spread Multiplier, if any, specified and
applied in the manner described above; PROVIDED, HOWEVER, that unless
otherwise specified on the face hereof, the interest rate hereon will
not be less than zero percent. Commencing on the first Interest Reset
Date, the rate at which interest on this Note is payable shall be reset
as of each Interest Reset Date specified above; PROVIDED, HOWEVER, that
the interest rate in effect for the period from the Original Issue Date
to the Initial Interest Reset Date shall be the Initial Interest Rate.
4. Notwithstanding the foregoing, if this Note is designated
above as having an Addendum attached or as having Other Provisions
apply, the Note shall bear interest in accordance with the terms
described in such Addendum or specified under Other Provisions.
Except as provided above, the interest rate in effect on each day shall
be (a) if such day is an Interest Reset Date, the interest rate determined as of
the Interest Determination Date (as defined below) immediately preceding such
Interest Reset Date or (b) if such day is not an Interest Reset Date, the
interest rate determined as of the Interest Determination Date immediately
preceding the immediately preceding Interest Reset Date. Each Interest Rate
Basis shall be the rate determined in accordance with the applicable provision
below. If any Interest Reset Date (which term includes the term first Interest
Reset Date unless the context otherwise requires) would otherwise be a day that
is not a Business Day, that Interest Reset Date shall be postponed to the next
succeeding day that is a Business Day, except that if an Interest Rate Basis
specified on the face hereof is LIBOR and the next Business Day falls in the
next succeeding calendar month, that Interest Reset Date shall be the
immediately preceding Business Day. In addition, if an Interest Rate Basis
specified on the face hereof is the Treasury Rate and the Interest Determination
Date would otherwise fall on an Interest Reset Date, then that Interest Reset
Date shall be postponed to the next succeeding Business Day.
Unless otherwise specified above, interest payable on this Note on any
Interest Payment Date shall be the amount of interest accrued from and including
the immediately preceding Interest Payment Date in respect of which interest has
been paid (or from and including the Original Issue Date specified above, if no
interest has been paid), to but excluding the related Interest Payment Date;
PROVIDED, HOWEVER, that the interest payments on Maturity will include interest
accrued to but excluding such Maturity. Unless otherwise specified above,
accrued interest hereon shall be an amount calculated by multiplying the face
amount hereof by an accrued interest factor. The accrued interest factor shall
be computed by adding the interest factor calculated for each day from the date
of issue or from the last date to which
5
interest shall have been paid or duly provided for, to the date for which
accrued interest is being calculated. Unless otherwise specified above, the
interest factor for each such day shall be computed by dividing the interest
rate applicable to such day by 360, if the Day Count Convention specified above
is "Actual/360" for the period specified thereunder or by the actual number of
days in the year if the Day Count Convention specified above is "Actual/Actual"
for the period specified thereunder. In the case of notes for which the Interest
Rate Basis is the CD Rate, the Commercial Paper Rate, the Eleventh District Cost
of Funds Rate, the Federal Funds Rate, LIBOR or the Prime Rate, the interest
factor for each day will be computed by dividing the interest rate applicable to
each day by 360. In the case of notes for which the Interest Rate Basis is the
CMT Rate or the Treasury Rate, the interest factor for each day will be computed
by dividing the interest rate applicable to each day by the actual number of
days in the year. The interest factor for notes for which the interest rate is
calculated with reference to two or more Interest Rate Bases will be calculated
in each period in the same manner as if only one of the applicable Interest Rate
Bases applied.
Unless otherwise specified above, the "Interest Determination Date"
with respect to the CD Rate, the CMT Rate and the Commercial Paper Rate shall be
the second Business Day preceding each Interest Reset Date; the "Interest
Determination Date" with respect to the Federal Funds Rate and the Prime Rate
shall be the Business Day immediately preceding each Interest Reset Date; the
"Interest Determination Date" with respect to LIBOR shall be the second London
Business Day (as defined below) preceding each Interest Reset Date; the
"Interest Determination Date" with respect to the Eleventh District Cost of
Funds Rate shall be the last working day of the month immediately preceding each
Interest Reset Date on which the Federal Home Loan Bank of San Francisco (the
"FHLB of San Francisco") publishes the Index (as defined below); and the
"Interest Determination Date" with respect to the Treasury Rate shall be the day
in the week in which the related Interest Reset Date falls on which day Treasury
bills (as defined below) are normally auctioned. Treasury bills are normally
sold at auction on Monday of each week, unless that day is a legal holiday, in
which case the auction is normally held on the following Tuesday, except that
the auction may be held on the preceding Friday; PROVIDED, HOWEVER, that if an
auction is held on the Friday of the week preceding the related Interest Reset
Date, the related Interest Determination Date shall be such preceding Friday;
and PROVIDED, FURTHER, that if an auction shall fall on any Interest Reset Date,
then the related Interest Reset Date shall instead be the first Business Day
following such auction. If the interest rate of this Note is determined with
reference to two or more Interest Rate Bases, the Interest Determination Date
pertaining to this Note will be the latest Business Day which is at least two
Business Days prior to such Interest Reset Date on which each Interest Rate
Basis shall be determinable. Each Interest Rate Basis shall be determined and
compared on such date, and the applicable interest rate shall take effect on the
related Interest Reset Date.
Unless otherwise specified above, the "Calculation Date", if
applicable, pertaining to any Interest Determination Date will be the earlier of
(i) the tenth calendar day after such Interest Determination Date or, if such
day is not a Business Day, the next succeeding Business Day, or (ii) the
Business Day preceding the applicable Interest Payment Date or date of Maturity,
as the case may be. All calculations on this Note shall be made by the
calculation agent specified above or such successor thereto as is duly appointed
by the Company.
All percentages resulting from any calculation on this Note will be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards. For example, 9.876545% or
.09876545 would be rounded to 9.87655% or .0987655. All dollar amounts used in
or resulting from such calculation will be rounded to the nearest cent with
one-half cent being rounded upward.
As used herein, "Business Day" means any day, other than a Saturday
or Sunday, that is neither a legal holiday nor a day on which commercial
banks are authorized or required by law, regulation or executive order to
close in The City of New York; PROVIDED, HOWEVER, that, with respect to Notes
as to which LIBOR is an applicable Interest Rate Basis, such day is also a
London Business Day (as hereinafter defined).
As used herein, "London Business Day" means a day on which commercial
6
banks are open for business, including dealings in the Index Currency in London.
DETERMINATION OF CD RATE. If an Interest Rate Basis for this Note is
the CD Rate, as indicated above, the CD Rate shall be determined on the
applicable Interest Determination Date (a "CD Rate Interest Determination
Date"), as:
(1) the rate on the applicable Interest Determination Date for
negotiable United States dollar certificates of deposit having
the Index Maturity specified above published in H.15(519)
under the heading "CDs (secondary market)", or
(2) if the rate referred to in clause (1) above is not so
published by 3:00 P.M., New York City time, on the related
calculation date, the rate on the applicable Interest
Determination Date for negotiable United States dollar
certificates of deposit of the Index Maturity specified above
as published in H.15 Daily Update, or other recognized
electronic source used for the purpose of displaying the
applicable rate, under the caption "CDs (secondary market)",
or
(3) if the rate referred to in clause (2) is not so published by
3:00 P.M., New York City time, on the related calculation
date, the rate on the applicable Interest Determination Date
calculated by the calculation agent as the arithmetic mean of
the secondary market offered rates as of 10:00 A.M., New York
City time, on the applicable Interest Determination Date, of
three leading non-bank dealers in negotiable United States
dollar certificates of deposit in The City of New York
selected by the calculation agent for negotiable United States
dollar certificates of deposit of major United States money
center banks for negotiable certificates of deposit with a
remaining maturity closest to the Index Maturity specified
above in an amount that is representative for a single
transaction in that market at that time, or
(4) if the dealers selected by the calculation agent are not
quoting as mentioned in clause (3) above, the CD rate in
effect on the applicable Interest Determination Date.
"H.15(519)" means the weekly statistical release designated as
H.15(519), or any successor publication, published by the Board of Governors of
the Federal Reserve System.
"H.15 Daily Update" means the daily update of H.15(519), available
through the world-wide-web site of the Board of Governors of the Federal Reserve
System at http://www.bog.frb.fed.us/releases/h15/update, or any successor site
or publication.
DETERMINATION OF CMT RATE. If an Interest Rate Basis for this Note is
the CMT Rate, as indicated above, the CMT Rate shall be determined as of the
applicable Interest Determination Date (a "CMT Rate Interest Determination
Date") as:
(1) the rate displayed on the Designated CMT Telerate Page under
the caption "...Treasury Constant Maturities... Federal
Reserve Board Release H.15... Mondays Approximately 3:45
P.M.", under the column for the Designated CMT Maturity Index
for:
(a) if the Designated CMT Telerate Page is 7051, the rate
on the applicable Interest Determination Date, and
(b) if the Designated CMT Telerate Page is 7052, the
weekly or the monthly average, as specified above,
for the week or the month, as applicable, ended
immediately preceding the week or the month, as
applicable, in which the related Interest
Determination Date falls, or
(2) if the rate referred to in clause (1) is no longer
displayed on the relevant page or is not so displayed
by 3:00 P.M., New York City time, on the related
calculation date, the treasury constant maturity rate
for the Designated CMT Maturity Index published in
H.15(519), or
7
(3) if the rate referred to in clause (2) is no longer
published or is not published by 3:00 P.M., New York
City time, on the related calculation date, the
treasury constant maturity rate for the Designated
CMT Maturity Index, or other United States Treasury
rate for the Designated CMT Maturity Index, for the
applicable Interest Determination Date with respect
to the applicable Interest Reset Date as may then be
published by either the Board of Governors of the
Federal Reserve System or the United States
Department of the Treasury that the calculation agent
determines to be comparable to the rate formerly
displayed on the Designated CMT Telerate Page and
published in H.15(519), or
(4) if the rate referred to in clause (4) applicable
information is not so published by 3:00 P.M., New
York City time, on the applicable calculation date,
the rate on the applicable Interest Determination
Date calculated by the calculation agent as a yield
to maturity, based on the arithmetic mean of the
secondary market offered rates as of approximately
3:30 P.M., New York City time, on the applicable
Interest Determination Date reported, according to
their written records, by three leading primary
United States government securities dealers in The
City of New York, which may include the agent or its
affiliates (each, a "Reference Dealer"), selected by
the calculation agent after eliminating the highest
quotation, or, in the event of equality, one of the
highest, and the lowest quotation or, in the event of
equality, one of the lowest, for the most recently
issued direct noncallable fixed rate obligations of
the United States ("Treasury Notes") with an original
maturity of approximately the Designated CMT Maturity
Index and a remaining term to maturity of not less
than such Designated CMT Maturity Index minus one
year, or
(5) if the calculation agent is unable to obtain three
applicable Treasury Note quotations as referred to in
clause (4), the rate on the applicable Interest
Determination Date calculated by the calculation
agent as a yield to maturity based on the arithmetic
mean of the secondary market offered rates as of
approximately 3:30 P.M., New York City time, on the
applicable Interest Determination Date of three
Reference Dealers in The City of New York selected by
the calculation agent from five Reference Dealers
selected by the calculation agent after eliminating
the highest quotation or, in the event of equality,
one of the highest and the lowest quotation or, in
the event of equality, one of the lowest, for
Treasury Notes with an original maturity of the
number of years that is the next highest to the
Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index
and in an amount of at least $100 million, or
(6) if three or four and not five of Reference Dealers
are quoting as referred to in clause (5) above, the
rate will be calculated by the calculation agent as
the arithmetic mean of the offered rates obtained and
neither the highest nor the lowest of quotes will be
eliminated, or
(7) if fewer than three Reference Dealers selected by the
calculation agent are quoting as mentioned in clause
(6), the rate in effect on the applicable Interest
Determination Date.
If two Treasury Notes with an original maturity as described
in clause (6) have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the calculation agent will obtain from
five Reference Dealers quotations for the Treasury Notes with the
shorter remaining term to maturity.
"Designated CMT Telerate Page" means the display on Bridge Telerate,
Inc. or any successor service on the page specified above or any other page as
may replace the specified page on that service for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519), or, if no page is
specified above, page 7052.
"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities, either 1, 2, 3, 5, 7, 10, 20 or 30 years,
specified above with respect to which the CMT Rate will be calculated or, if no
maturity is specified above, 2 years.
DETERMINATION OF COMMERCIAL PAPER RATE. If an Interest Rate Basis for
this Note is the Commercial Paper Rate, as indicated above, the Commercial Paper
Rate shall be determined on the applicable Interest Determination Date (a
"Commercial Paper Rate Interest Determination Date"), as:
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(1) the Money Market Yield on the applicable Interest
Determination Date of the rate for commercial paper having the
Index Maturity specified above published in H.15(519) under
the caption "Commercial Paper-Nonfinancial", or
(2) if the rate described in clause (1) is not so published by
3:00 P.M., New York City time, on the related calculation
date, the rate on the applicable Interest Determination Date
for commercial paper having the Index Maturity specified above
published in H.15 Daily Update, or other recognized electronic
source used for the purpose of displaying the applicable rate,
under the caption "Commercial Paper-Nonfinancial", or
(3) if the rate is referred to in clause (2) is not so published
by 3:00 P.M., New York City time, on the related calculation
date, the rate on the applicable Interest Determination Date
calculated by the calculation agent as the Money Market Yield
of the arithmetic mean of the offered rates at approximately
11:00 A.M., New York City time, on the applicable Interest
Determination Date of three leading dealers of United States
dollar commercial paper in The City of New York, which may
include the agent and its affiliates, selected by the
calculation agent for commercial paper having the Index
Maturity specified above placed for industrial issuers whose
bond rating is "AA", or the equivalent, from a nationally
recognized statistical rating organization, or
(4) if the dealers selected by the calculation agent are not
quoting as mentioned in clause (3), the rate in effect on the
applicable Interest Determination Date.
"Money Market Yield" means a yield calculated in accordance with the
following formula and expressed as a percentage:
D x 360
Money Market Yield = --------------- x 100
360 - ( D x M )
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
ELEVENTH DISTRICT COST OF FUNDS RATE. If an Interest Rate Basis for
this Note is the Eleventh District Cost of Funds Rate, as indicated above, the
Eleventh District Cost of Funds Rate shall be determined on the applicable
Interest Determination Date (an "Eleventh District Cost of Funds Rate Interest
Determination Date"), and shall be:
(1) the rate equal to the monthly weighted average cost of funds
for the calendar month immediately preceding the month in
which the applicable Interest Determination Date falls as set
forth under the caption "11th District" on the display on
Bridge Telerate, Inc. or any successor service on page 7058 or
any other page as may replace the specified page on that
service ("Telerate Page 7058") as of 11:00 A.M., San Francisco
time, on the applicable Interest Determination Date, or
(2) if the rate referred to in clause (1) does not appear on
Telerate Page 7058 on the related Interest Determination Date,
the monthly weighted average cost of funds paid by member
institutions of the Eleventh Federal Home Loan Bank District
that was most recently announced (the "Index") by the Federal
Home Loan Bank of San Francisco as the cost of funds for the
calendar month immediately preceding the applicable Interest
Determination Date, or
(3) if the Federal Home Loan Bank of San Francisco fails to
announce the Index on or before the applicable Interest
Determination Date for the calendar month immediately
preceding the applicable Interest Determination Date, the rate
in effect on the applicable Interest Determination Date.
9
DETERMINATION OF FEDERAL FUNDS RATE. If an Interest Rate Basis for this
Note is the Federal Funds Rate, as indicated above, the Federal Funds Rate shall
be determined on the applicable Interest Determination Date (a "Federal Funds
Rate Interest Determination Date"), and shall be:
(1) the rate on the applicable Interest Determination Date for
United States dollar federal funds as published in H.15(519)
under the heading "Federal Funds (Effective)", as displayed on
Bridge Telerate, Inc. or any successor service on page 120 or
any other page as may replace the applicable page on that
service ("Telerate Page 120"), or
(2) if the rate referred to in clause (1) does not appear on
Telerate Page 120 or is not so published by 3:00 P.M., New
York City time, on the related calculation date, the rate on
the applicable Interest Determination Date for United States
dollar federal funds published in H.15 Daily Update, or other
recognized electronic source used for the purpose of
displaying the applicable rate, under the caption "Federal
Funds/Effective Rate", or
(3) if the rate referred to in clause (2) is not so published by
3:00 P.M., New York City time, on the related calculation
date, the rate on the applicable Interest Determination Date
calculated by the calculation agent as the arithmetic mean of
the rates for the last transaction in overnight United States
dollar federal funds arranged by three leading brokers of
United States dollar federal funds transactions in The City of
New York, which may include the agent or its affiliates,
selected by the calculation agent before 9:00 A.M., New York
City time, on the applicable Interest Determination Date, or
(4) if the brokers selected by the calculation agent are not
quoting as mentioned in clause (3), the rate in effect on the
applicable Interest Determination Date.
DETERMINATION OF LIBOR. "LIBOR" means the rate determined by the
Calculation Agent in accordance with the following provisions:
(1) if "LIBOR Telerate" is specified above or if neither "LIBOR
Reuters" nor "LIBOR Telerate" is specified above as the method
for calculating LIBOR, LIBOR will be the rate for deposits in
United States dollars, as defined below, having the Index
Maturity specified above, commencing on the second London
Business Day immediately following that Interest Determination
Date that appears on the Designated LIBOR Page as of 11:00
A.M., London time, on the applicable Interest Determination
Date, or
(2) if "LIBOR Reuters" is specified above, LIBOR will be the
arithmetic mean of the offered rates for deposits in United
States dollars having the Index Maturity specified above,
commencing on the second London Business Day immediately
following that Interest Determination Date, that appear, on
the Designated LIBOR Page specified above as of 11:00 A.M.,
London time, on the applicable Interest Determination Date. If
the Designated LIBOR Page by its terms provides only for a
single rate, then the single rate will be used, or
(3) with respect to a LIBOR Interest Determination Date on which
fewer than two offered rates appear, or no rate appears, as
the case may be, on the designated LIBOR Page as specified in
clauses (1) and (2), the rate calculated by the calculation
agent as the arithmetic mean of at least two quotations
obtained by the calculation agent after requesting the
principal London offices of each of four major reference
banks, which may include affiliates of the agent, in the
London interbank market to provide the calculation agent with
its offered quotation for deposits in United States dollars
for the period of the Index Maturity specified above,
commencing on the second London Business Day immediately
following the applicable Interest Determination Date, to prime
banks in the London interbank market at approximately 11:00
A.M., London time, on the applicable Interest Determination
Date and in a principal amount that is representative for a
single transaction in United States dollars in that market at
that time, or
10
(4) if fewer than two quotations referred to in clause (2) are so
provided, the rate on the applicable Interest Determination
Date calculated by the calculation agent as the arithmetic
mean of the rates quoted at approximately 11:00 A.M., New
York City time, on the applicable Interest Determination Date
by three major banks, which may include affiliates of the
agent, in The City of New York selected by the calculation
agent for loans in United States dollars to leading European
banks, having the Index Maturity specified designated above
and in a principal amount that is representative for a single
transaction in United States dollars in that market at that
time, or
(5) if the banks so selected by the calculation agent are not
quoting as mentioned in clause (4), the rate in effect on the
applicable Interest Determination Date.
"Designated LIBOR Page" means either:
- if "LIBOR Telerate" is designated above or neither "LIBOR Reuters" nor
"LIBOR Telerate" is specified above as the method for calculating
LIBOR, the display on Bridge Telerate, Inc. or any successor service on
the page specified in such pricing supplement or any page as may
replace the specified page on that service for the purpose of
displaying the London interbank rates of major banks for United
States dollars, or
- if "LIBOR Reuters" is specified above, the display on the Reuter
Monitor Money Rates Service or any successor service on the page
specified above or any other page as may replace the specified page on
that service for the purpose of displaying the London interbank rates
of major banks for United States dollars.
DETERMINATION OF PRIME RATE. "Prime Rate" means, with respect to any
Interest Determination Date relating to a Prime Rate Note or any Floating Rate
Note for which the interest rate is determined with reference to the Prime Rate
(a "Prime Rate Interest Determination Date"), the"Prime Rate" means:
(1) the rate on the applicable Interest Determination Date as
published in H.15(519) under the heading "Bank Prime Loan", or
(2) if the rate referred to in clause (1) is not so published by
3:00 P.M., New York City time, on the related calculation
date, the rate on the applicable Interest Determination Date
published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying the
applicable rate under the caption "Bank Prime Loan", or
(3) if the rate referred to in clause (2) is not so published by
3:00 P.M., New York City time, on the related calculation
date, the rate calculated by the calculation agent as the
arithmetic mean of the rates of interest publicly announced by
at least four banks that appear on the Reuters Screen US PRIME
1 Page as the particular bank's prime rate or base lending
rate as of 11:00 A.M., New York City time, on the applicable
Interest Determination Date, or
(4) if fewer than four rates described in clause (2) by 3:00 P.M.,
New York City time, on the related calculation date, the rate
on the applicable Interest Determination Date calculated by
the calculation agent as the arithmetic mean of the prime
rates or base lending rates quoted on the basis of the actual
number of days in the year divided by a 360-day year as of the
close of business on the applicable Interest Determination
Date by three major banks, which may include affiliates of the
agent, in The City of New York selected by the calculation
agent, or
11
(5) if the banks selected by the calculation agent are not quoting
as mentioned in clause (4), the rate in effect on the
applicable Interest Determination Date.
"Reuters Screen US PRIME 1 Page" means the display on the Reuter
Monitor Money Rates Service or any successor service on the "US PRIME 1" Page or
other page as may replace the US PRIME 1 Page on such service for the purpose of
displaying prime rates or base lending rates of major United States banks.
DETERMINATION OF TREASURY RATE. If an Interest Rate Basis for this Note is the
Treasury Rate, as specified above, the Treasury Rate shall be determined on the
applicable Interest Determination Date (a "Treasury Rate Interest Determination
Date") "Treasury Rate" means:
(1) the rate from the auction held on the applicable Interest
Determination Date (the "Auction") of direct obligations of
the United States ("Treasury Bills") having the Index Maturity
specified above under the caption "INVESTMENT RATE" on the
display on Bridge Telerate, Inc. or any successor service on
page 56 or any other page as may replace page 56 on that
service ("Telerate Page 56") or page 57 or any other page as
may replace page 57 on that service ("Telerate Page 57"), or
(2) if the rate described in clause (1) is not so published by
3:00 P.M., New York City time, on the related calculation
date, the Bond Equivalent Yield of the rate for the applicable
Treasury Bills as published in H.15 Daily Update, or other
recognized electronic source used for the purpose of
displaying the applicable rate, under the caption "U.S.
Government Securities/Treasury Bills/Auction High", or
(3) if the rate described in clause (2) is not so published by
3:00 P.M., New York City time, on the related calculation
date, the Bond Equivalent Yield of the auction rate of the
applicable Treasury Bills announced by the United States
Department of the Treasury, or
(4) in the event that the rate referred to in clause (3) is not
announced by the United States Department of the Treasury, or
if the Auction is not held, the Bond Equivalent Yield of the
rate on the applicable Interest Determination Date of Treasury
Bills having the Index Maturity specified above published in
H.15(519) under the caption "U.S. Government
Securities/Treasury Bills/Secondary Market", or
(5) if the rate referred to in clause (4) is not so published by
3:00 P.M., New York City time, on the related calculation
date, the rate on the applicable Interest Determination Date
of the applicable Treasury Bills as published in H.15 Daily
Update, or other recognized electronic source used for the
purpose of displaying the applicable rate, under the caption
"U.S. Government Securities/Treasury Bills/Secondary Market",
or
(6) if the rate referred to in clause (5) is not so published by
3:00 P.M., New York City time, on the related Calculation
Date, the rate on the applicable Interest Determination Date
calculated by the calculation agent as the Bond Equivalent
Yield of the arithmetic mean of the secondary market bid
rates, as of approximately 3:30 P.M., New York City time, on
the applicable Interest Determination Date, of three primary
United States government securities dealers, which may include
the agent or its affiliates, selected by the calculation
agent, for the issue of Treasury Bills with a remaining
maturity closest to the Index Maturity specified above, or
(7) if the dealers selected by the calculation agent are not
quoting as mentioned in clause (6), the rate in effect on the
applicable Interest Determination Date.
"Bond Equivalent Yield" means a yield calculated in accordance with the
following formula and expressed as a percentage:
D X N
Bond Equivalent Yield = --------------- x 100
360 - ( D x M )
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the interest period for which interest is
being calculated.
12
Any provisions contained herein with respect to the determination of
one or more Interest Rate Bases, the specification of one or more Interest Rate
Bases, calculation of the Interest Rate applicable to this Note, its payment
dates the stated maturity date, any redemption or repayment provisions, or any
other matter relating hereto may be modified by the terms as specified above
under "Other Provisions" or in an Addendum relating hereto if so specified
above.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. The Calculation Agent shall calculate
the interest rate hereon in accordance with the foregoing on or before each
Calculation Date. The Company hereby covenants for the benefit of the Holder
hereof, to the extent permitted by applicable law, not to claim voluntarily the
benefits of any laws concerning usurious rates of interest against such Holder.
Unless otherwise above, The Chase Manhattan Bank will be the
"Calculation Agent". At the request of the Holder hereof, the Calculation Agent
shall provide to the Holder hereof the interest rate hereon then in effect and,
if determined, the interest rate which shall become effective as of the next
Interest Reset Date with respect to this Note.
If an Event of Default (as defined in the Indenture) with respect to
the Notes shall occur and be continuing, the principal of all the Notes 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 and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in aggregate principal amount of the
Securities at any time Outstanding, as defined in the Indenture, of each series
affected thereby. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all the Securities
of each series, 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 Note shall be
conclusive and binding upon such Holder and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver is
made upon this Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations set
forth therein and on the face hereof, the transfer of this Note may be
registered on the Security Register of the Company, upon surrender of this Note
for registration of transfer at the office or agency of the Company in the
Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
13
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its corporate
seal to be imprinted hereon.
Dated: ____________
NEWELL RUBBERMAID INC.
By:
-----------------------------------
[FACSIMILE OF SEAL]
Attest:
By:
-----------------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By:
---------------------------------
Authorized Officer
14
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to the principal amount hereof together with interest to
the repayment date, to the undersigned, at____________________________________
_____________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office, or at such other place or places of which the Company shall from
time to time notify the Holder of this Note, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown on the face of this
Note, this Note with this "Option to Elect Repayment" form duly completed. This
Note must be received by the Trustee by 5:00 P.M., New York City time, on the
last day for giving such notice.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be in an amount equal to $1,000 or an
integral multiple thereof, provided that any remaining principal amount shall be
an authorized denomination) which the Holder elects to have repaid and specify
the denomination or denominations (which shall be in an amount equal to an
authorized denomination) of the Notes to be issued to the Holder for the portion
of this Note not being repaid (in the absence of any such specification, one
such Note will be issued for the portion not being repaid).
$_______________________________
_________________________________________
NOTICE: The signature on this Option to
Date ___________________________ Elect Repayment must correspond with
the name as written upon the face of this
Note in every particular, without alteration
or enlargement or any change whatever.
15
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto
(insert Taxpayer Identification No.)_________________________________________
_____________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
_____________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _______________________________________ attorney to transfer said
Note on the books of the Company with full power of substitution in the
premises.
______________________________________
Date____________________________ NOTICE: The signature of the registered
Holder 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 whatsoever.
16