exv4w1






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
	 	$300,000,000
	 	 	 
	REGISTERED
	 	CUSIP 651229AJ5
	 	 	 
	 
	 	ISIN US651229AJ53






NEWELL RUBBERMAID INC.

10.60% Notes due 2019




          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 THREE HUNDRED MILLION DOLLARS ($300,000,000)
on April 15, 2019 and to pay interest, semi-annually in arrears on April 15 and October 15 of each
year (each, an “Interest Payment Date”), commencing October 15, 2009 on said principal sum at the
rate of 10.60% per annum, from the most recent Interest Payment Date to which interest has been
paid or, if no interest has been paid, from March 31, 2009, 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 1 or October 1, 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]




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          IN WITNESS WHEREOF, THE COMPANY HAS CAUSED THIS INSTRUMENT TO BE DULY EXECUTED UNDER ITS
CORPORATE SEAL.




Dated: March 31, 2009




	 	 	 	 	 	 	 
	 	 	NEWELL RUBBERMAID INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Dale L. Metz
	 	 
	 

	 	Title:
	 	Vice President, Treasurer	 	 






[Corporate Seal]




	 	 	 	 	 
	Attest:
	 	 	 	 
	Name:

	 	 

Dale L. Matschullat
	 	 
	Title:

	 	Corporate Secretary	 	 






TRUSTEE’S CERTIFICATE OF

AUTHENTICATION




	 	 	 	 	 
	The Bank of New York Mellon Trust Company, N.A., as Trustee, 


certifies that this is one of the Securities of 


the series referred to in the 


within-mentioned Indenture.	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

      Authorized Officer
	 	 






Dated: March 31, 2009




3









 








NEWELL RUBBERMAID INC.

10.60% Notes due 2019




          This Security is one of a duly authorized issue of Securities of the Company designated as its
10.60% Notes due 2019 (Securities of such series being hereinafter called the “Securities”),
limited in initial aggregate principal amount to $300,000,000, issued under the senior indenture
dated as of November 1, 1995, (hereinafter called the “Indenture”), between the Company (as
successor to Newell Co.) and The Bank of New York Mellon Trust Company, N.A. , formerly known as
The Bank of New York Trust Company, N.A. ( as successor to JPMorgan Chase Bank, formerly 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.




          The interest rate payable on the Securities will be subject to adjustment from time to time if
either Moody’s (as defined below) or S&P (as defined below) or, in either case, any Substitute
Rating Agency (as defined below) downgrades (or downgrades and subsequently upgrades) the debt
rating assigned to the Securities, in the manner described below.




          “Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its
successors.




          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.




          “Substitute Rating Agency” means a “nationally recognized statistical rating organization”
within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), selected by the Company (as certified by a resolution of the
Company’s Board of Directors) as a replacement agency for Moody’s, S&P, or both of them, as the
case may be.




          If the rating from Moody’s (or any Substitute Rating Agency) of the Securities is decreased to
a rating set forth in the immediately following table, the interest rate on the




4









 







Securities will increase such that it will equal 10.60% plus the percentage set forth opposite
the ratings from the table below:




	 	 	 
	 	 	Percentage
	Moody’s Rating*	 	Points
	Ba1

	 	0.25
	Ba2

	 	0.50
	Ba3

	 	0.75
	B1 or below

	 	1.00








 




		
	*	 Including the equivalent rating of any Substitute Rating Agency





          If the rating from S&P (or any Substitute Rating Agency) of the Securities is decreased to a
rating set forth in the immediately following table, the interest rate on the Securities will
increase such that it will equal 10.60% plus the percentage set forth opposite the ratings from the
table below:




	 	 	 
	 	 	Percentage
	S&P Rating*	 	Points
	BB+

	 	0.25
	BB

	 	0.50
	BB-

	 	0.75
	B+ or below

	 	1.00








 




		
	*	 Including the equivalent rating of any Substitute Rating Agency





          If at any time the interest rate on the Securities has been adjusted upward as a result of a
decrease in a rating by either Moody’s or S&P (or, in either case, a Substitute Rating Agency), as
the case may be, and subsequently such rating agency increases its rating of the Securities to any
of the threshold ratings set forth above, the interest rate on the Securities will be decreased
such that the interest rate for the Securities will equal 10.60% plus the percentages set forth
opposite the ratings from the tables above in effect immediately following the increase in rating.
If Moody’s (or any Substitute Rating Agency) decreases and subsequently increases its rating of the
Securities to Baa3 (or its equivalent, in the case of a Substitute Rating Agency) or higher, and
S&P (or any Substitute Rating Agency thereof) decreases and subsequently increases its rating to
BBB- (or its equivalent, in the case of a Substitute Rating Agency) or higher, the interest rate on
the Securities will be decreased to 10.60%. In addition, the interest rates on the Securities will
permanently cease to be subject to any adjustment described above (notwithstanding any subsequent
decrease in the ratings by either or both rating agencies) if the Securities become A3 and A- (or
the equivalent of either such rating, in the case of a Substitute Rating Agency) or higher by
Moody’s and S&P (or, in either case, a Substitute Rating Agency thereof), respectively (or one of
these ratings if the Securities are only rated by one rating agency).




          Each adjustment required by any decrease or increase in a rating set forth above, whether
occasioned by the action of Moody’s or S&P (or, in either case, a Substitute Rating Agency), shall
be made independent of (and in addition to) any and all other adjustments. In no event shall (1)
the interest rate for the Securities be reduced to below 10.60% or (2) the total




5









 







increase in the interest rate on the Securities exceed 2.00% above the interest rate payable
on the Securities on the date of their issuance.




          No adjustments in the interest rate of the Securities shall be made solely as a result of a
rating agency ceasing to provide a rating of the Securities. If at any time Moody’s or S&P ceases
to provide a rating of the Securities for a reason beyond the Company’s control, the Company will
use its commercially reasonable efforts to obtain a rating of the Securities from a Substitute
Rating Agency, to the extent one exists, and if a Substitute Rating Agency exists, for purposes of
determining any increase or decrease in the interest rate on the Securities pursuant to the tables
above:




          (1) such Substitute Rating Agency will be substituted for the last rating agency to provide a
rating of the Securities but which has since ceased to provide such rating;




          (2) the relative rating scale used by such Substitute Rating Agency to assign ratings to
senior unsecured debt will be determined in good faith by an independent investment banking
institution of national standing appointed by the Company and, for purposes of determining the
applicable ratings included in the applicable table above with respect to such Substitute Rating
Agency, such ratings will be deemed to be the equivalent ratings used by Moody’s or S&P, as
applicable, in such table; and




          (3) the interest rate on the Securities will increase or decrease, as the case may be, such
that the interest rate equals 10.60% plus the appropriate percentage, if any, set forth opposite
the rating from such Substitute Rating Agency in the applicable table above (taking into account
the provisions of the second bullet point above) (plus any applicable percentage resulting from a
decreased rating by the other rating agency).




For so long as only one of Moody’s or S&P provides a rating of the Securities and no Substitute
Rating Agency is offered to replace the other rating agency, any subsequent increase or decrease in
the interest rate of the Securities necessitated by a reduction or increase in the rating by the
agency providing the rating shall be twice the percentage set forth in the applicable table above.
For so long as none of Moody’s, S&P or a Substitute Rating Agency provides a rating of the
Securities, the interest rate on the Securities will increase to, or remain at, as the case may be,
2.00% above the interest rate payable on the Securities on the date of their issuance. If Moody’s
or S&P either ceases to rate the Securities for reasons within the Company’s control or ceases to
make a rating of the Securities publicly available for reasons within the Company’s control, the
Company will not be entitled to obtain a rating from a Substitute Rating Agency and the increase or
decrease in the interest rate of the Securities shall be determined in the manner described above
as if either only one or no rating agency provides a rating of the Securities, as the case may be.




          Any interest rate increase or decrease described above will take effect on the next business
day after the rating change has occurred.




6









 








          If the interest rate payable on the Securities is increased as described above, the term
“interest,” as used with respect to the Securities, will be deemed to include any such additional
interest unless the context otherwise requires.




          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 50 basis points, as determined by a 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
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 Company 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) J.P. Morgan Securities Inc. and Banc of America
Securities LLC (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.




7









 








          “Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Company, 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 Company 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 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 DTC or, if the Securities are
not represented by a global security, by such method as the Trustee shall deem fair and
appropriate.




          If a Change of Control Triggering Event occurs with respect to the Securities, unless the
Company has exercised its option to redeem the Securities as described above, the Company will be
required to make an offer (a “Change of Control Offer”) to each Holder of Securities to repurchase
all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of that
Holder’s Securities. In a Change of Control Offer, the Company will be required to offer payment in
cash equal to 101% of the aggregate principal amount of Securities repurchased, plus accrued and
unpaid interest, if any, on the Securities repurchased to the date of repurchase (a “Change of
Control Payment”).




          Within 30 days following any Change of Control Triggering Event or, at the Company’s option,
prior to any Change of Control, but after public announcement of the transaction that constitutes
or may constitute the Change of Control, a notice will be mailed to Holders of the Securities
describing the transaction that constitutes or may constitute the Change of Control Triggering
Event and offering to repurchase such Securities on the date specified in the notice, which date
will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a
“Change of Control Payment Date”). The notice will, if mailed prior to the date of consummation of
the Change of Control, state that the Change of Control Offer is conditioned on the Change of
Control Triggering Event occurring on or prior to the Change of Control Payment Date.




          In order to accept the Change of Control Offer, the Holder must deliver to the Paying Agent,
at least three Business Days prior to the Change of Control Payment Date, this Security together
with the form entitled “Election Form” (which form is annexed hereto) duly completed, or a
telegram, telex, facsimile transmission or a letter from a member of a national securities
exchange, or the National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States setting forth:





	 	(i)	 	the name of the Holder of this Security;
	 
	 	(ii)	 	the principal amount of this Security;
	 
	 	(iii)	 	the principal amount of this Security to be repurchased;




8









 












	 	(iv)	 	the certificate number or a description of the tenor and terms
of this Security;
	 
	 	(v)	 	a statement that the Holder is accepting the Change of Control
Offer; and
	 
	 	(vi)	 	a guarantee that this Security, together with the form entitled
“Election Form” duly completed, will be received by the Paying Agent at least
three Business Days prior to the Change of Control Payment Date.




Any exercise by a Holder of its election to accept the Change of Control Offer shall be
irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount
of this Security, but in that event the principal amount of this Security remaining outstanding
after repurchase must be equal to $1,000 or an integral multiple of $1,000 in excess thereof.




          Upon the Change of Control Payment Date, the Company will, to the extent lawful: (a) accept
for payment all Securities or portions of Securities properly tendered and not withdrawn pursuant
to the Change of Control Offer; (b) deposit with the Paying Agent an amount equal to the Change of
Control Payment in respect of all Securities or portions of the Securities properly tendered; and
(c) deliver or cause to be delivered to the Trustee the Securities properly accepted together with
an Officers’ Certificate stating the aggregate principal amount of Securities or portions of
Securities being repurchased.




          The Company will not be required to make a Change of Control Offer upon the occurrence of a
Change of Control Triggering Event if a third party makes such an offer in the manner, at the times
and otherwise in compliance with the requirements for an offer made by the Company and the third
party repurchases all Securities properly tendered and not withdrawn under its offer. In addition,
the Company will not repurchase any Securities if there has occurred and is continuing on the
Change of Control Payment Date an Event of Default under the Indenture, other than a Default in the
payment of the Change of Control Payment upon a Change of Control Triggering Event.




          The Company will comply with the requirements of Rule 14e-1 under the Exchange Act, and any
other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Securities as a result of a Change of Control
Triggering Event. To the extent that the provisions of any securities laws or regulations conflict
with the Change of Control Offer provisions contained herein, the Company will comply with those
securities laws and regulations and will not be deemed to have breached its obligations under the
Change of Control Offer provisions contained herein by virtue of any such conflict.




          For purposes of the Change of Control Offer provisions, the following terms will be
applicable:




          “Change of Control” means the occurrence of any of the following: (1) the direct or indirect
sale, lease, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or more series of related transactions, of all or substantially all of the
Company’s assets and the assets of its subsidiaries, taken as a whole, to any person, other than




9









 







the Company or one of its subsidiaries; (2) the consummation of any transaction (including,
without limitation, any merger or consolidation) the result of which is that any person becomes the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of more than 50% of the Company’s outstanding Voting Stock or other Voting Stock into
which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed measured by
voting power rather than number of shares; (3) the Company consolidates with, or merges with or
into, any person, or any person consolidates with, or merges with or into, the Company, in any such
event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the
Voting Stock of such other person is converted into or exchanged for cash, securities or other
property, other than any such transaction where the shares of the Company’s Voting Stock
outstanding immediately prior to such transaction constitute, or are converted into or exchanged
for, a majority of the Voting Stock of the surviving person or any direct or indirect parent
company of the surviving person, immediately after giving effect to such transaction; (4) the first
day on which a majority of the members of the Company’s Board of Directors are not Continuing
Directors; or (5) the adoption of a plan relating to the Company’s liquidation or dissolution.




          Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control
under clause (2) above if (i) the Company becomes a direct or indirect wholly-owned subsidiary of a
holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding
company immediately following that transaction are substantially the same as the holders of the
Company’s Voting Stock immediately prior to that transaction or (B) immediately following that
transaction no person (other than a holding company satisfying the requirements of this sentence)
is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such
holding company. The term “person,” as used in this definition, has the meaning given thereto in
Section 13(d)(3) of the Exchange Act.




          “Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Rating Event.




          “Continuing Directors” means, as of any date of determination, any member of the Company’s
Board of Directors who (1) was a member of such Board of Directors on the date the Securities were
issued or (2) was nominated for election, elected or appointed to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such Board of Directors at
the time of such nomination, election or appointment (either by a specific vote or by approval of
the Company’s proxy statement in which such member was named as a nominee for election as a
director, without objection to such nomination).




          “Fitch” means Fitch Inc., and its successors.




          “Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by
Fitch, a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and a rating equal to
or higher than BBB- (or the equivalent) by S&P, and a rating equal to or higher than the equivalent
investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by
the Company.




10









 








          “Rating Agencies” means (1) each of Fitch, Moody’s and S&P and (2) if any of Fitch, Moody’s or
S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available
for reasons outside of the Company’s control, a “nationally recognized statistical rating
organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the
Company (as certified by a resolution of the Company’s Board of Directors) as a replacement agency
for Fitch, Moody’s or S&P, or all of them, as the case may be.




          “Rating Event” means, that on any day during the period (the “Trigger Period”) commencing 60
days prior to the first public announcement by the Company of any Change of Control (or pending
Change of Control) and ending 60 days following consummation of such Change of Control (which
Trigger Period will be extended following consummation of a Change of Control for so long as any of
the Rating Agencies has publicly announced that it is considering a possible ratings change), the
Securities cease to have an Investment Grade Rating from at least two of the three Rating Agencies.
Unless at least two of the three Rating Agencies are providing a rating for the Securities at the
commencement of any Trigger Period, the Securities will be deemed to have ceased to have an
Investment Grade Rating from at least two of the three Rating Agencies during that Trigger Period.




          “Voting Stock” means, with respect to any specified “person” (as that term is used in Section
13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time
entitled to vote generally in the election of the board of directors of such person.




          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,




11









 







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.




          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.




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          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.





13









 








          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 Security and all rights thereunder, and hereby irrevocably constitutes and appoints



 




Attorney to transfer said Security 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.
	 	 






 









 






 






ELECTION FORM




TO BE COMPLETED ONLY IF THE HOLDER

ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER




 






          The undersigned hereby irrevocably requests and instructs the Company to repurchase the within
Security (or the portion thereof specified below), pursuant to its terms, on the Change of Control
Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified
in the within Security, to the undersigned,                                 , at
                                                
               
      (please print or typewrite name
and address of the undersigned).




          For this election to accept the Change of Control Offer to be effective, the Company must
receive, at the address of the Paying Agent set forth below or at such other place or places of
which the Company shall from time to time notify the Holder of the within Security, either (i) the
within Security with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile
transmission or a letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United
States setting forth (a) the name of the Holder of the Security, (b) the principal amount of the
Security, (c) the principal amount of the Security to be repurchased, (d) the certificate number or
description of the tenor and terms of the Security, (e) a statement that the option to elect
repurchase is being exercised, and (f) a guarantee stating that the Security to be repurchased,
together with this “Election Form” duly completed will be received by the Paying Agent three
Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is The
Bank of New York Mellon Trust Company, N.A., c/o The Bank of New York, 101 Barclay Street, New
York, New York 10286.




          If less than the entire principal amount of the within Security is to be repurchased, specify
the portion thereof (which principal amount must be $1,000 or an integral multiple of $1,000 in
excess thereof) which the Holder elects to have repurchased: $                    .







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