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Exhibit
4(b)
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 OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.
This Security is a Book-Entry Security
within the meaning of the Indenture hereinafter referred to and is
registered in the name of a Depositary or a nominee thereof. This
Security may not be transferred to, or registered or exchanged for
Securities registered in the name of, any Person other than the
Depositary or a nominee thereof and no such transfer may be
registered, except in the limited circumstances described in the
Indenture. Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, this
Security shall be a Book-Entry Security subject to the foregoing,
except in such limited circumstances described in the
Indenture.
ALCOA INC.
6.75% Notes Due
2018
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No. R-
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(U.S.) $
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CUSIP # 013817AS0 |
Alcoa Inc., a corporation
duly organized and existing under the laws of Pennsylvania (herein
called the “Company”, which term includes any successor
Person under the Indenture referred to on the reverse hereof), for
value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of
(United States) Dollars on July 15, 2018, and to pay interest
thereon from July 15, 2008, or from the most recent
January 15 or July 15 (each, an “Interest Payment
Date”) to which interest has been paid or duly provided for,
semi-annually in arrears on January 15 and July 15 in
each year, commencing January 15, 2009, at the rate of
6.75% per annum, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such
interest, which shall be the January 1 or July 1 (whether
or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Interest will be paid on the basis of a
360-day year consisting of twelve 30-day months. Except as
otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (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 Holders
of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more
fully provided in said Indenture. Payment of the principal of and
any premium and interest on this Security will be made (a) at
the Corporate Trust Office of the Trustee or such other office or
agency of the Company as may be designated by it 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
shall be legal tender for the payment of
public and private debts or (b) subject to any laws or
regulations applicable thereto and to the right of the Company
(limited as provided in the Indenture) to rescind the designation
of any such Paying Agent, at the main offices of the Company in
Pittsburgh, Pennsylvania, or at such other offices or agencies as
the Company may designate, by United States dollar check drawn on,
or transfer to a United States dollar account maintained by the
payee with, a bank in The City of New York; provided, however, that
at the option of the Company payment of interest may be made by
United States dollar check mailed to the address of the Person
entitled thereto as such address shall appear in the Security
Register.
Reference is hereby made to
the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee referred to
on the reverse hereof, directly or through an Authenticating Agent,
by manual signature of an authorized signatory, this Security shall
not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed under its
corporate seal.
Dated: July 15, 2008
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ALCOA INC. |
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By: |
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Assistant Secretary |
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Vice President and Treasurer |
[SEAL]
2
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| CERTIFICATE OF AUTHENTICATION |
| This is one of the Securities of the series designated therein
referred to in the within- mentioned Indenture. |
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| THE BANK OF NEW YORK MELLON TRUST COMPANY, N. A. |
| as Trustee |
3
This Security is one of a
duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or
more series under an Indenture, dated as of September 30, 1993
(herein, as supplemented by the First Supplemental Indenture dated
as of January 25, 2007 between the Company and the Trustee (as
defined below), and the Second Supplemental Indenture dated as of
July 15, 2008 between the Company and the Trustee, called the
“Indenture”), between the Company and The Bank of New
York Mellon Trust Company, N.A., as successor in interest to J. P.
Morgan Trust Company, National Association (formerly Chase
Manhattan Trust Company, National Association, as successor to PNC
Bank, National Association), as Trustee (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, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered. This Security is one of the
series designated on the face hereof, initially issued in the
aggregate principal amount of (U.S.) $750,000,000.
The Securities of this series
are subject to redemption, as a whole or in part, at the option of
the Company, at any time or from time to time, on at least 30 days,
but not more than 60 days, prior notice to the Holders of the
Securities of this series given as described below, at a redemption
price equal to the greater of:
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100% of the
principal amount to be redeemed, plus accrued interest, if any, to
the redemption date; or
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the sum of
the present values of the Remaining Scheduled Payments, as defined
below, discounted, on a semiannual basis, assuming a 360-day year
consisting of twelve 30-day months, at the Treasury Rate, as
defined below, plus 45 basis points, plus accrued interest to the
date of redemption which has not been paid.
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“Treasury Rate”
means, with respect to any redemption date:
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the yield,
under the heading which represents the average for the immediately
preceding week, appearing in the most recently published
statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the
Comparable Treasury Issue; provided that if no maturity is within
three months before or after the maturity date for this Security,
yields for the two published maturities most closely corresponding
to the Comparable Treasury Issue will be determined and the
Treasury Rate will be interpolated or extrapolated from those
yields on a straight line basis rounding to the nearest month;
or
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if that
release, or any successor release, is not published during the week
preceding the calculation date or does not contain such yields, the
rate per annum equal to the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for that
redemption date.
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The Treasury Rate will be calculated on
the third Business Day preceding the redemption date.
4
“Comparable Treasury
Issue” means the United States Treasury security selected by
an Independent Investment Banker as having a maturity comparable to
the remaining term of this Security to be redeemed 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 this
Security.
“Independent Investment
Banker” means one of the Reference Treasury Dealers, to be
appointed by the Company.
“Comparable Treasury
Price” means, with respect to any redemption date for this
Security:
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the average
of four Reference Treasury Dealer Quotations for the redemption
date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations; or
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if the
Trustee obtains fewer than four Reference Treasury Dealer
Quotations, the average of all quotations obtained by the
Trustee.
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“Reference Treasury
Dealer Quotations” means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Trustee by such
Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding such redemption date.
“Reference Treasury
Dealer” means each of Banc of America Securities LLC,
Barclays Capital Inc., Citigroup Global Markets Inc., and Lehman
Brothers Inc., and their respective successors; provided, however,
that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer, which is referred to herein as a
“Primary Treasury Dealer,” the Company will substitute
therefor another nationally recognized investment banking firm that
is a Primary Treasury Dealer.
“Remaining Scheduled
Payments” means, with respect to each Security to be
redeemed, the remaining scheduled payments of the principal thereof
and interest thereon that would be due after the related redemption
date but for such redemption; provi
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