Note – Colgate-Palmolive Co.
[FACE OF NOTE]
IF THE REGISTERED OWNER OF THIS NOTE (AS INDICATED BELOW) IS THE DEPOSITORY
TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY, THIS NOTE IS A
GLOBAL NOTE AND THE FOLLOWING LEGENDS APPLY:
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
AND ANY PAYMENT IS MADE TO CEDE & CO., 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.
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
IF APPLICABLE, THE “TOTAL AMOUNT OF OID,” “YIELD TO MATURITY” AND “INITIAL
ACCRUAL PERIOD” (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE COMPLETED
SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT RULES.
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REGISTERED No. FXR- __ |
CUSIP No.: |
PRINCIPAL AMOUNT: $ |
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COLGATE-PALMOLIVE COMPANY |
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MEDIUM-TERM NOTE, SERIES G (Fixed Rate) |
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ORIGINAL ISSUE DATE: |
INTEREST RATE: % |
STATED MATURITY DATE: |
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INTEREST PAYMENT DATE(S) |
o CHECK IF DISCOUNT NOTE |
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o June 1 and December 1 |
Issue Price: % |
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o Other: |
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INITIAL REDEMPTION |
INITIAL REDEMPTION |
* ANNUAL REDEMPTION |
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DATE: |
PERCENTAGE: % |
PERCENTAGE |
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REDUCTION: % |
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HOLDER153S OPTIONAL REPAYMENT DATE(S): |
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___________________
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* |
If an Initial Redemption Date is specified above, (i) the Redemption Price |
1
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AUTHORIZED DENOMINATION: |
SPECIFIED CURRENCY: |
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o$1,000 and integral multiples thereof |
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oOther: |
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ADDENDUM ATTACHED |
OTHER / ADDITIONAL PROVISIONS: |
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o Yes o No |
2
COLGATE-PALMOLIVE COMPANY, a Delaware corporation (the “Company”, which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to , or registered assigns, the
Principal Amount of , on the Stated Maturity Date specified above (or any
Redemption Date or Repayment Date, each as defined on the reverse hereof, or any
earlier date of acceleration of maturity) (each such date being hereinafter
referred to as the “Maturity Date” with respect to the principal repayable on
such date) and to pay interest thereon (and on any overdue principal, premium
and/or interest to the extent legally enforceable) at the Interest Rate per
annum specified above, until the principal hereof is paid or duly made available
for payment.
The Company will pay interest in arrears on each Interest Payment Date
specified above (each, an “Interest Payment Date”), commencing with the first
Interest Payment Date next succeeding the Original Issue Date specified above,
and on the Maturity Date; provided, however, that if the Original
Issue Date occurs between a Record Date (as defined below) and the next
succeeding Interest Payment Date, interest payments will commence on the second
Interest Payment Date next succeeding the Original Issue Date to the registered
holder of this Note (the “Holder”) on the Record Date with respect to such
second Interest Payment Date. Interest on this Note will be computed on the
basis of a 360-day year of twelve 30-day months.
Interest on this Note will accrue from, and including, the most recent
Interest Payment Date to which interest has been paid or duly provided for or,
from and including, the Original Issue Date if no interest has been paid or duly
provided for, to, but excluding, the next Interest Payment Date or the Maturity
Date, as the case may be (each, an “Interest Period”). 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
fifteenth calendar day (whether or not a Business Day, as defined below)
immediately preceding such Interest Payment Date (the “Record Date”);
provided, however, that interest payable on the Maturity Date will
be payable to the Person to whom the principal hereof and premium, if any,
hereon shall be payable. Any such interest not so punctually paid or duly
provided for on any Interest Payment Date (“Defaulted Interest”) shall forthwith
cease to be payable to the Holder at the close of business on any Record Date
and, may either 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 (the “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 by the Trustee not less than 10 calendar days prior to such Special
Record Date or may be paid at any time in any other lawful manner, all as more
fully provided for in the Indenture.
Payment of principal, premium, if any, and interest in respect of this Note
due on the Maturity Date will be made in immediately available funds upon
presentation and surrender of this Note (and, with respect to any applicable
repayment of this Note, upon delivery of a duly completed election form as
contemplated on the reverse hereof) at the office of the Trustee maintained for
that purpose in the Borough of Manhattan, The City of New York, 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. Payment of interest due on
any Interest Payment Date other than the Maturity Date will be made at the
aforementioned office of the Trustee or, at the option of the Company, by check
mailed to the address of the person entitled thereto as such address shall
appear in the Security Register maintained by the Trustee; provided,
however, that a Holder of U.S.$10,000,000 or more in aggregate principal
amount of Notes (whether having identical or different terms and provisions)
shall, at the option of the Company, be entitled to receive interest payments on
such Interest Payment Date by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 calendar days prior to such Interest Payment Date. Any
such wire transfer instructions received by the Trustee shall remain in effect
until revoked by such Holder.
3
If any Interest Payment Date or the Maturity Date falls on a day that is not
a Business Day, the required payment of principal, premium, if any, and/or
interest shall be made on the next succeeding Business Day with the same force
and effect as if made on such Interest Payment Date or Maturity Date, as the
case may be, and no interest shall accrue with respect to such payment for the
period from and after such Interest Payment Date or the Maturity Date, as the
case may be, to the date of such payment on the next succeeding Business Day.
As used herein, “Business Day” means, unless otherwise specified on the face
hereof, 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 non-United States
dollar-denominated notes, the day is also not a day on which commercial banks
are authorized or required by law, regulation or executive order to close in the
Principal Financial Center (as defined below) of the country issuing the
specified currency or, if the specified currency is euro, the day is also a
Target Settlement Day (as defined below).
“Principal Financial Center” means, unless otherwise specified on the face
hereof, the capital city of the country issuing the specified currency except,
in each case, that with respect to United States dollars, Australian dollars,
Canadian dollars, New Zealand dollars, South African rand and Swiss francs, the
“Principal Financial Center” will be The City of New York, Sydney, Toronto,
Wellington, Johannesburg and Zurich, respectively.
“Target Settlement Day” means a day on which the Trans-European Automated
Real-Time Gross Settlement Express Transfer (TARGET) System or any successor is
open.
Reference is hereby made to the further provisions of this Note set forth on
the reverse hereof and, if so specified on the face hereof, in an Addendum
hereto, which further provisions shall have the same force and effect as if set
forth on the face hereof.
Notwithstanding the foregoing, if an Addendum is attached hereto or
“Other/Additional Provisions” apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
“Other/Additional Provisions”.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by 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.
4
IN WITNESS WHEREOF, Colgate-Palmolive Company has caused this Note to be duly
executed by one of its duly authorized officers.
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COLGATE-PALMOLIVE COMPANY |
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By: |
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Title: |
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Dated: |
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TRUSTEE153S CERTIFICATE OF AUTHENTICATION: |
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This is one of the Debt Securities of the series designated therein referred |
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THE BANK OF NEW YORK MELLON, |
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as Trustee |
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By |
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Authorized Signatory |
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5
[REVERSE OF NOTE]
COLGATE-PALMOLIVE COMPANY
MEDIUM-TERM NOTE, SERIES G
(Fixed Rate)
This Note is one of a duly authorized series of debt securities (the “Debt
Securities”) of the Company issued and to be issued under an Indenture, dated as
of November 15, 1992, as amended, modified or supplemented from time to time
(the “Indenture”), between the Company and The Bank of New York Mellon (formerly
known as The Bank of New York), as trustee (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 Debt Securities, and of the
terms upon which the Debt Securities are, and are to be, authenticated and
delivered. This Note is one of the Debt Securities of the series designated as
“Medium-Term Notes, Series G, Due One Year or More From Date of Issue” (the
“Notes”). All terms used but not defined in this Note or in an Addendum hereto
shall have the meanings assigned to such terms in the Indenture or on the face
hereof, as the case may be.
This Note is issuable only in registered form without coupons in minimum
denominations of U.S. $1,000 and integral multiples thereof or other Authorized
Denomination specified on the face hereof.
Except as otherwise provided in the Indenture and as set forth below, the
Notes will be issued in global form only, registered in the name of the
Depositary or its nominee and ownership of the Notes shall be maintained in
book-entry form by the Depositary for the accounts of participating
organizations of the Depositary. If this Note is a global Note, this Note is
exchangeable only if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this global Note and a
successor depositary is not appointed by the Company within 60 days after the
Depositary notifies the Company, (ii) the Company in its sole discretion
determines that this global Note shall be exchangeable for certificated Notes of
this series in registered form or (iii) an Event of Default with respect to the
Notes represented hereby has occurred and is continuing.
Unless otherwise specified on the face hereof in accordance with the
provisions of the following two paragraphs, this Note will not be subject to any
sinking fund and will not be redeemable or repayable prior to the Stated
Maturity Date.
This Note will be subject to redemption at the option of the Company on any
date on or after the Initial Redemption Date, if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S. $1,000
unless otherwise specified above (provided that any remaining principal amount
hereof shall be at least U.S. $1,000 unless otherwise specified above), at the
Redemption Price (as defined below), together with unpaid interest accrued
hereon to the date fixed for redemption (the “Redemption Date”), on written
notice given to the Holder hereof (in accordance with the provisions of the
Indenture) not more than 60 nor less than 30 calendar days prior to the
Redemption Date. In the event of redemption of this Note in part only, a new
Note of like tenor for the unredeemed portion hereof and otherwise having the
same terms and provisions as this Note shall be issued by the Company in the
name of the Holder hereof upon the presentation and surrender hereof.
6
Unless otherwise specified above, the “Redemption Price” shall be the Initial
Redemption Percentage specified on the face hereof (as adjusted by the Annual
Redemption Percentage Reduction, if any, specified on the face hereof )
multiplied by the principal amount of this Note to be redeemed.
This Note may be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or in part in increments of U.S. $1,000 (provided that any
remaining principal amount hereof shall be at least U.S. $1,000), at a repayment
price equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued thereon to the date fixed for repayment (the “Repayment Date”).
For this Note to be repaid in whole or in part at the option of the Holder
hereof, the Trustee must receive at its corporate trust office not more than 60
nor less than 30 calendar days prior to the Repayment Date, this Note with the
form entitled “Option to Elect Repayment” below duly completed. Exercise of such
repayment option by the Holder hereof shall be irrevocable. In the event of
repayment of this Note in part only, a new Note of like tenor for the unrepaid
portion hereof and otherwise having the same terms and provisions as this Note
shall be issued by the Company in the name of the Holder hereof upon the
presentation and surrender hereof.
If the Discount Note box above is checked, the amount payable to the Holder
of this Note in the event of redemption, repayment or acceleration of maturity
will be equal to the sum of (i) the Issue Price specified on the face hereof
(increased by any accruals of the Discount, as defined below, and reduced by any
amounts of principal previously paid) and, in the event of any redemption of
this Note (if applicable), multiplied by the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if applicable) and (ii)
any unpaid interest accrued hereon to the Redemption Date, Repayment Date or
date of acceleration of maturity, as the case may be. The difference between the
Issue Price specified above and 100% of the principal amount of this Note is
referred to herein as the “Discount”.
For purposes of determining the amount of Discount that has accrued as of any
Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause the yield on the Note to be
constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the “Initial Period”)
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence.
7
If an Event of Default shall occur and be continuing, the principal of the
Notes may be accelerated 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 any series of Debt Securities to be
adversely affected thereby at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of each
series of Debt Securities at the time outstanding, adversely affected thereby.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the outstanding Debt Securities of
each series, on behalf of the Holders of Debt Securities of such 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 principal, premium, if any, and interest in respect of
this Note at the times, places and rate or formula, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, 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 and the Security Registrar 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 with the same terms and provisions, will be issued by the
Company to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons and, if
payable in U.S. dollars, only in denominations of U.S.$1,000 and any integral
multiple of U.S. $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series of a different authorized
denomination, as required by the Holder surrendering the same.
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
Holder 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, except as required by law.
8
THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES.
Capitalized terms used herein without definition which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
9
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Note, shall be construed as though they were written out in full according to
applicable laws or regulations:
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TEN COM |
– as tenants in common |
UNIF GIFT MIN ACT – ________ Custodian ______ |
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TEN ENT |
– as tenants by the entireties |
(Cust) (Minor) |
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JT TEN |
– as joint tenants with right of survivorship and not as tenants in common |
Under Uniform Gifts to Minors Act |
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(State) |
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Additional abbreviations may also be used though not in the |
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__________________________________
10
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE |
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(Please print or typewrite name and address including postal zip code of
assignee)
this Note and all rights thereunder hereby irrevocably constituting and
appointing
Attorney to transfer this Note on the books of the Company, with full power
of substitution in the premises.
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Dated: |
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Notice: The signature(s) on this Assignment must correspond with the name(s) |
11
[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 100% of the principal amount to be repaid, together with unpaid
interest accrued hereon to the Repayment Date, to the undersigned, at
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(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 in the Borough of Manhattan, The City of New York, currently located at
101 Barclay Street, New York, New York 10286 not more than 60 nor less than 30
calendar days prior to the Repayment Date, this Note with this “Option to Elect
Repayment” form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S. $1,000 unless
otherwise specified in the Note, provided that any remaining principal amount
shall be at least U.S. $1,000 unless otherwise specified in the Note) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be U.S. $1,000 or an integral multiple thereof) 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).
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Principal Amount to be Repaid: |
$ |
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Dated: |
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Notice: The signature(s) on this Option to Elect Repayment must correspond |
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12
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