EXHIBIT 4.1
THIS SECURITY IS A GLOBAL 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 EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITIY
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.
HEWLETT-PACKARD COMPANY
5.75% Global Note due December 15, 2006
No. R-__ $___,000,000
CUSIP No. 428236 AE3
Hewlett-Packard Company, a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of ___ hundred million dollars ($___,000,000) on December 15,
2006, and to pay interest thereon from December 6, 2001, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on June 15 and December 15 in each year, commencing June 15, 2002,
at the rate of 5.75% 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 fifteenth day (whether or not a Business
Day), next preceding such Interest Payment Date. 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. Interest on the Security shall be computed on the basis of a 360-day
year of twelve 30-day months, and for any period shorter than a full six-month
interest period, on the basis of the actual days elapsed in such period.
So long as all of the Securities of this series are represented by
Global Securities, the principal of, premium, if any, and interest, if any, on
this Global Security shall be paid in same day funds to the Depositary, or to
such name or entity as is requested by an authorized representative of the
Depositary. If at any time the Securities of this series are no longer
represented by the Global Securities and are issued in definitive form
("Certificated Securities"), then the principal of, premium, if any, and
interest, if any, on each Certificated Security at Maturity shall be paid to the
Holder upon surrender of such Certificated Security at the office of agency
maintained by the Company in the Borough of Manhattan, The City of New York
(which shall initially be the principal corporate trust office of XX Xxxxxx
Trust Company, National Association, as Trustee) or at such other place or
places as may be designated in or pursuant to the Indenture, provided that such
Certificated Security is surrendered to the Trustee, acting as Paying Agent, in
time for the Paying Agent to make such payments in such funds in accordance with
its normal procedures. Payments of interest with respect to Certificated
Securities other than at Maturity may, at the option of the Company, be made by
check mailed to the address of the Person entitled thereto as it appears on the
Security Register on the relevant Regular or Special Record Date or by wire
transfer in same day funds to such account as may have been appropriately
designated to the Paying Agent by such Person in writing not later than such
relevant Regular or Special Record Date.
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 by manual signature, 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.
HEWLETT-PACKARD COMPANY
By:
-------------------------
Attest:
----------------------------
Trustee's Certificate of Authentication.
This is one of the Securities of the series designated herein referred to in the
within-mentioned Indenture.
Dated: December 6, 2001
XX XXXXXX TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
By:
--------------------------------
Authorized Signatory
REVERSE OF SECURITY
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 June 1, 2000 (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and XX Xxxxxx Trust Company, National
Association (formerly known as Chase Manhattan Bank and Trust Company, National
Association), as trustee (herein called the "Trustee," which term includes any
successor Trustee under the Indenture), and reference is hereby made to the
Indenture and all indentures supplemental thereto 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 limited in aggregate
principal amount to $1,000,000,000.
The Company will have the right to redeem the Securities, in whole or
in part at any time, on at least 30 days but no more than 60 days prior written
notice mailed to the registered Holders of the Securities to be redeemed. The
Redemption Price will be equal to the greater of (1) 100% of the principal
amount of the Securities to be redeemed or (2) the sum as determined by the
Quotation Agent (as defined below), of the present value of the principal amount
of the Securities to be redeemed and the remaining scheduled payments of
interest thereon from the Redemption Date to the maturity date (the "Remaining
Life") discounted from the scheduled payment dates to the Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate (as defined below) plus 25 basis points, plus accrued and
unpaid interest on the principal amount being redeemed to the Redemption Date.
If money sufficient to pay the Redemption Price of and accrued interest
on the Securities (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Trustee or Paying Agent on or before the Redemption Date and
the conditions set forth in Article 11 of the Indenture are satisfied, then on
and after the Redemption Date, interest will cease to accrue on such Securities
(or such portion thereof) called for redemption. If any Redemption Date is not a
Business Day, the Company will pay the Redemption Price on the next Business Day
without any interest or other payment due to the delay.
If less than all of the Securities of a series are to be redeemed, the
Trustee will select the Securities for redemption on a pro rata basis, by lot or
by such other method as the Trustee deems appropriate and fair. No Securities of
$1,000 or less will be redeemed in part.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the Remaining
Life 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 with the Remaining Life.
"Comparable Treasury Price" means, with respect to any Redemption Date,
the average of
two Reference Treasury Dealer Quotations for such Redemption Date.
"Quotation Agent" means the Reference Treasury Dealers.
"Reference Treasury Dealer" means each of Credit Suisse First Boston
Corporation and Xxxxxxx Xxxxx Xxxxxx Inc., and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in The City of New York (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury Dealer.
"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 the Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding the Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual 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
the Redemption Date.
The Company will, subject to certain exceptions and limitations set
forth below, pay to the Holder of any Security who is a United States Alien (as
defined below), as additional interest, such additional amounts ("Additional
Amounts") as may be necessary in order that every net payment on such Security
(including payment of the principal of and interest on such Security) by the
Company or the Company's specified Paying Agent, after deduction or withholding
for or on account of any present or future tax, assessment or other governmental
charge imposed upon or as a result of such payment by the United States (or any
political subdivision or taxing authority thereof or therein), will not be less
than the amount provided in such Security to be then due and payable. However,
the Company's obligation to pay Additional Amounts will not apply to:
(1) any tax, assessment or other governmental charge that would
not have been so imposed but for:
o the existence of any present or former connection between
such Holder or beneficial owner of such Security (or between
a fiduciary, settlor or beneficiary of, or a person holding a
power over, such Holder, if such Holder is an estate or a
trust, or a member or shareholder of such Holder, if such
Holder is a partnership or corporation) and the United States
or any political subdivision or taxing authority thereof or
therein, including, without limitation, such Holder (or such
fiduciary, settlor, beneficiary, person holding a power,
member or shareholder) being or having been a citizen or
resident of the United States or treated as a resident
thereof or being or having been engaged in a trade or
business or present therein or having or having had a
permanent establishment therein; or
o such Holder's or beneficial owner's past or present status as
a personal holding company, passive foreign investment
company, foreign personal holding company, foreign private
foundation or other foreign tax-exempt organization with
respect to the United States, controlled foreign corporation
for United States tax purposes or corporation that
accumulates earnings to avoid United States federal income
tax;
(2) any estate, inheritance, gift, excise, sales, transfer, wealth
or personal property tax or any similar tax, assessment or
other governmental charge;
(3) any tax, assessment or other governmental charge that would
not have been imposed but for the presentation by the Holder
of a Security for payment more than 30 days after the date on
which such payment became due and payable or the date on which
payment thereof was duly provided for, whichever occurred
later;
(4) any tax, assessment or other governmental charge that is
payable otherwise than by withholding from a payment on a
Security;
(5) any tax, assessment or other governmental charge required to
be withheld by any Paying Agent from a payment on a Security,
if such payment can be made without such withholding by any
other Paying Agent;
(6) any tax, assessment or other governmental charge that would
not have been imposed but for a failure to comply with
applicable certification, information, documentation,
identification or other reporting requirements concerning the
nationality, residence, identity or connection with the United
States of the Holder or beneficial owner of a Security if such
compliance is required by statute or regulation of the United
States or by an applicable tax treaty to which the United
States is a party as a precondition to relief or exemption
from such tax, assessment or other governmental charge;
(7) any tax, assessment or other governmental charge imposed on a
Holder that actually or constructively owns 10% or more of the
combined voting power of all classes of stock of the Company;
(8) any tax, assessment or governmental charge that would not have
been imposed or withheld but for the treatment of the interest
by the Company as contingent interest described in Section
871(h)(4) of the Internal Revenue Code of 1986, as amended;
(9) any tax, assessment or governmental charge that would not have
been imposed or withheld but for an election by the Holder the
effect of which is to make the payment of the principal of, or
interest (or any other amount) on, a Security by the Company
or a Paying Agent subject to United States federal income tax;
or
(10) any combination of items (1), (2), (3), (4), (5), (6), (7),
(8) and (9).
In addition, the Company shall not be required to pay Additional
Amounts on a Security to a Holder that is a fiduciary or partnership or other
than the sole beneficial owner of such payment to the extent a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner would not have been entitled to Additional Amounts (or payment
of Additional Amounts would not have been necessary) had such beneficiary,
settlor, member or beneficial owner been the Holder of such Security.
For the purposes above, a "United States Alien" means any Person who,
for United States federal income tax purposes, is a foreign corporation, a
non-resident alien individual, a non-resident alien fiduciary of a foreign
estate or trust, or a foreign partnership one or more of the members of which
is, for United States federal income tax purposes, a foreign corporation, a
non-resident alien individual or a non-resident alien fiduciary, of a foreign
estate or trust. "United States" means the United States of America (including
the States and the District of Columbia) and its territories, its possessions
and other areas subject to its jurisdiction.
The Company may, at its option, redeem, as a whole, but not in part,
the Securities on not less than 30 nor more than 60 days' prior notice to the
Holder of record at a Redemption Price equal to 100% of their principal amount,
together with interest accrued to the Redemption Date if either of the following
occurs:
(1) as a result of any change in, or amendment to, the laws (or
any regulations or rulings promulgated thereunder) of the
United States (or any political subdivision or taxing
authority thereof or therein), or any change in the official
application (including a ruling by a court of competent
jurisdiction in the United States) or interpretation of such
laws, regulations or rulings, which change or amendment is
announced or becomes effective on or after the consummation of
this offering, the Company becomes or will become obligated to
pay Additional Amounts; or
(2) any act is taken by a taxing authority of the United States on
or after the consummation of the offering of the Securities,
whether or not such act is taken with respect to the Company
or any Affiliate, that results in a substantial likelihood
that the Company will or may be required to pay such
Additional Amounts.
However, in order to redeem the Securities pursuant to this provision
the Company will be required to determine, in its business judgment, that the
obligation to pay such Additional Amounts cannot be avoided by the use of
commercially reasonable measures available to the Company, not including
substitution of the obligor under the Securities or any action that would entail
a material cost to the Company. The Company may not redeem unless the Company
shall have received an opinion of counsel to the effect that because of an act
taken by a taxing authority of the United States (as discussed above) such an
act results in a substantial likelihood that the Company will or may be required
to pay Additional Amounts described above and the Company shall have delivered
to the Trustee a certificate, signed by a duly authorized officer, stating that
based on such opinion the Company is entitled to redeem the Securities pursuant
to their terms.
Unless the Company defaults in payment of the Redemption Price, no
interest will accrue on the Securities called for redemption for the period from
and after the Redemption Date.
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
The Indenture contains provisions, which will apply to the Securities,
for defeasance and covenant defeasance and Events of Default with respect to
this Security, in each case upon compliance with certain conditions set forth in
the Indenture.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series 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 and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of more than 50% in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all 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 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 notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or Trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
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 any premium and interest on this Security at the times, place
and rate, and in the coin or currency, herein prescribed.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
This Security shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be construed in accordance
with and governed by the laws of said State, without regard to conflict of laws
principles thereof.
All terms used in this Security that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned PLEASE INSERT SOCIAL SECURITY OR
hereby sells, assigns and OTHER IDENTIFYING NUMBER OF
transfers unto: ASSIGNEE:
--------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
--------------------------------------------------------------------------------
the within Global Note of HEWLETT-PACKARD COMPANY and all rights hereunder,
hereby irrevocably constituting and appointing
attorney
-----------------------------------------------------------------------
to transfer said Global Note on the books of the within-named Company, with
full power of substitution in the premises.
Dated:
----------------------------
SIGN HERE
-----------------------------
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.
SIGNATURE GUARANTEED
