exv4w1



 



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.

4.50% Note Due 2013



	 	 	 
	 

 

No. S-1	 	CUSIP No. 013716 AS 4

ISIN No. US013716AS48

Common Code No. 016808938

$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 May 15, 2013, 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 May 15 and
November 15 of each year, commencing November 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 May 15 or the November 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 May 1, 2003, 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 May
or November, as the case may be, and before the following May 15 or November
15, this Note shall bear interest from such May 15 or November 15; provided,
that if the Issuer shall default in the payment of interest due on such May 15
or November 15, then this Note shall bear interest from the next preceding May
15 or November 15, to which interest has been paid or, if no interest has been
paid on these Notes, from May 1, 2003. The interest so payable on any May 15 or
November 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 May 1 or November 1, as the
case may be, next preceding such May 15 or November 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:  May 1, 2003



	 	 	 	 
	 	Alcan Inc.
	 
	 
	 	By:	 	/s/ Donald P. Griffin	 
	 	 	 	

Donald P. Griffin

Assistant Treasurer
	 
	 
	 	By:	 	/s/ Glenn R. Lucas	 
	 	 	 	

Glenn R. Lucas

Vice President and Treasurer




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.


4.50% Note Due 2013


     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 4.50% Notes Due 2013 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 4.50% Notes Due 2013, 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:



	 	•	 	100% of the principal amount of the Notes to
be redeemed; or
	 
	 	•	 	the sum of the present values of the
Remaining Scheduled Payments (as defined in the Prospectus
Supplement dated April 28, 2003 relating to the Notes)
discounted to the redemption date on a semiannual basis at
the Treasury Rate (as defined in the Prospectus Supplement
dated April 28, 2003 relating to the Notes) plus 25 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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