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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.
HEWLETT-PACKARD COMPANY
7.15% Global Note due June 15, 2005
No. R-__ $___________
CUSIP No. 428236 AD 5
Hewlett-Packard Company, a corporation duly organized and existing under
the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _____________, or registered assigns, the
principal sum of ___________________ ($_____________) on June 15, 2005, and to
pay interest thereon from June 9, 2000, 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 December 15, 2000, at the rate of
7.15% 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 June 1 or December 1 (whether or not a Business
Day), as the case may be, 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
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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 the
Chase Manhattan Bank and Trust) 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.
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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:
CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION
As Trustee
By: _________________________________
Authorized Signatory
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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 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 $1,500,000,000.
The Company will have the right to redeem the Security, 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 and (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 12.5 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, we 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.
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"Quotation Agent" means the Reference Treasury Dealers.
"Reference Treasury Dealer" means each of Credit Suisse First Boston
Corporation and Salomon Smith Barney 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 New York City (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 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 such Holder's or beneficial owner's past or present status
as a personal holding 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;
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(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.
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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 this offering, 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.
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The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants 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 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.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium
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and interest on this Security are payable, 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 its attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested 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 Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
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 which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells,
assigns and transfers unto
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)
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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
