Exhibit 4.1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OF OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE.
ALCAN INC.
4-7/8% NOTE DUE 2012
CUSIP No. 013716AR6
ISIN No. US013716AR64
No. R-1
$500,000,000
Alcan Inc., a corporation duly organized and existing under the laws of
Canada (the "Issuer"), for value received, hereby promises to pay to Cede & Co.
or registered assigns, at the office or agency of the Issuer in the Borough of
Manhattan, the City of New York, the principal sum of Five Hundred Million
Dollars on September 15, 2012, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest, semiannually on March 15 and
September 15 of each year, commencing March 15, 2003, on said principal sum at
said office or agency, in like coin or currency, at the rate per annum specified
in the title of this Note, from the March 15 or the September 15, as the case
may be, next preceding the date of this Note to which interest has been paid,
unless the date hereof is a date to which interest has been paid, in which case
from the date of this Note, or unless no interest has been paid on these Notes,
in which case from September 10, 2002, until payment of said principal sum has
been made or duly provided for; provided, that payment of interest may be made
at the option of the Issuer by check mailed to the address of the person
entitled thereto as such address shall appear on the Security register.
Notwithstanding the foregoing, if the date hereof is after the first day of
March or September, as the case may be, and before the following March 15 or
September 15, this Note shall bear interest from such March 15 or September 15;
provided, that if the Issuer shall default in the payment of interest due on
such March 15 or September 15, then this Note shall bear interest from the next
preceding March 15 or September 15, to which interest has been paid or, if no
interest has been paid on these Notes, from September 10, 2002. The interest so
payable on any March 15 or September 15 will, subject to certain exceptions
provided in the Indenture referred to on the reverse hereof, be paid to the
person in whose name this Note is registered at the close of business on the
March 1 or September 1, as the case may be, next preceding such March 15 or
September 15.
Reference is made to the further provisions of this Note 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.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Indenture referred to on the reverse hereof.
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IN WITNESS WHEREOF, Alcan Inc. has caused this instrument to be signed
by facsimile by its duly authorized officers and has caused a facsimile of its
corporate seal to be affixed hereunto or imprinted hereon.
Dated: September 10, 2002
Alcan Inc.
By: /s/ Glenn Lucas
-------------------------
Glenn Lucas
Vice President and Treasurer
By: /s/ Roy Millington
-------------------------
Roy Millington
Corporate Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This one of the Securities of the series despecified therein referred
to in the within-mentioned Indenture.
Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust Company),
as Trustee
By: /s/ Susan Johnson
-------------------------
Susan Johnson
Vice President
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(REVERSE OF NOTE)
ALCAN INC.
4-7/8% NOTE DUE 2012
This Note is one of a duly authorized issue of debentures, notes, bonds
or other evidences of indebtedness of the issuer (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated May 15, 1983 (herein called the
"Indenture"), duly executed and delivered by the Issuer to Deutsche Bank Trust
Company Americas (formerly known as Bankers Trust Company), Trustee (herein
called the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the Issuer
and the Holders of the Securities. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any) may be subject
to different sinking, purchase or analogous funds (if any) and may otherwise
vary as in the Indenture provided. This Note is one of a series designated as
the 4-7/8% Notes Due 2012 of the Issuer, limited in aggregate principal amount
to $500,000,000.
The Issuer may, at any time, and from time to time, issue additional
notes under the Indenture in unlimited amounts having the same terms as this
Note, and such additional notes will, together with this Note and any Notes
which may be issued in exchange or substitution herefor, constitute a single
series of Securities under the Indenture.
In case an Event of Default with respect to the 4-7/8% Notes due
September 15, 2012, as defined in the Indenture, shall have occurred and be
continuing, the principal hereof may be declared, and upon such declaration
shall become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than 66-2/3% in aggregate
principal amount of the Securities at the time Outstanding (as defined in the
Indenture) of all series to be affected (voting as one class), evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the rights
of the Holders of the Securities of each such series; provided, that no such
supplemental indenture shall (i) extend the final maturity of any Security, or
reduce the principal amount thereof or any premium thereon, or reduce the rate
or extend the time of payment of any interest thereon, or impair or affect the
rights of any Holder to institute suit for the payment thereof, without the
consent of the Holder of each Security so affected, or (ii) reduce the aforesaid
percentage of Securities, the Holders of which are required to consent to any
such supplemental indenture, without the consent of the Holder of each Security
affected. It is also provided in the Indenture that the Holders of a majority in
aggregate principal amount Outstanding of the Securities of each series may,
prior to any declaration accelerating the maturity of each Securities, on behalf
of the Holders of all the Securities of such series waive compliance by the
Issuer with certain provisions of the Indenture and any such past default or
Event of Default and its consequences and may, after any such declaration, waive
such declaration and
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its consequences. The preceding sentence shall not, however, apply to a default
in the payment of the principal of or premium, if any, or interest on any of the
Securities. Any such consent or waiver by the Holder of this Note (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Note and any Notes which
may be issued in exchange or substitution herefor, irrespective of whether or
not any notation thereof is made upon this Note or such other Notes.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note in the manner, at the respective times, at the rate and in the coin
or currency herein prescribed.
The Notes are issuable in registered form without coupons in
denominations of $1,000 and any multiple of $1,000 at the office or agency of
the Issuer in the Borough of Manhattan, The City of New York, and in the manner
and subject to the limitations provided in the Indenture, but without the
payment of any service charge, Notes may be exchanged for a like aggregate
principal. amount of Notes of other authorized denominations.
The Notes may be redeemed at the option of the Issuer, as a whole, or
from time to time in part, at any time, upon mailing a notice of such redemption
not less than 30 nor more than 60 days prior to the date fixed for redemption to
the Holders of Notes at their last registered addresses, all as further provided
in the Indenture, at an optional redemption price equal to the greater of,
together in each case with accrued interest to the date fixed for redemption:
o 100% of the principal amount of the Notes to be redeemed; or
o the sum of the present values of the Remaining Scheduled Payments
(as defined in the Prospectus Supplement dated September 5, 2002
relating to the Notes) discounted to the redemption date on a
semiannual basis at the Treasury Rate (as defined in the Prospectus
Supplement dated September 5, 2002 relating to the Notes) plus 20
basis points.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in the Borough of Manhattan, The City of New
York, a new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge except for any tax
or other governmental charge imposed in connection therewith.
The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute owner of
this Note (whether or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon, for the purpose of receiving
payment of, or on account of, the principal hereof and premium, if any, and,
subject to the provisions on the face hereof, interest hereon, and for all other
purposes, and neither the Issuer nor the Trustee nor any authorized agent of the
Issuer or the Trustee shall be affected by any notice to the contrary.
No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Indenture or any indenture supplemental thereto or in any Note, or
because of the creation of any indebtedness
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represented thereby, shall be had against any incorporator, stockholder, officer
or director, as such, of the Issuer or of any successor corporation, either
directly or through the Issuer or any successor corporation, under any rule of
law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance hereof and as part of the
consideration for the issue hereof.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
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