EXHIBIT 4.5
THIS SECURITY IS IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), OR A NOMINEE OF DTC, WHICH MAY BE
TREATED BY THE COMPANY, THE GUARANTOR, THE TRUSTEE AND ANY AGENT THEREOF AS
OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC 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 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.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE INDENTURE, THIS
GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF
DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
REGISTERED NO. 1 PRINCIPAL AMOUNT: $500,000,000
CUSIP NO. 377373 AA 3
ISIN NO. US377373AA33
GLAXOSMITHKLINE CAPITAL PLC
2.375% NOTES DUE APRIL 16, 2007
FULLY AND UNCONDITIONALLY GUARANTEED BY
GLAXOSMITHKLINE PLC
GlaxoSmithKline Capital plc, a public limited company incorporated
under the laws of England and Wales (hereinafter called the "Company," which
term shall include any successor entity under the Indenture), for value
received, hereby promises to pay to Cede & Co., as nominee for DTC, or
registered assigns, upon presentation, the principal sum of [Five Hundred
Million Dollars ($500,000,000) on April 16, 2007, and to pay interest thereon
from April 6, 2004, or from the most recent interest payment date to which
interest has been paid or duly provided for, semi-annually in arrears on April
15 and October 15 in each year (or if such date is not a Business Day, the next
succeeding Business Day), commencing October 15, 2004, at the rate of 2.375% per
annum, until the entire 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 the Indenture, be paid to the
Person in whose name this Security is registered at the close of business on the
Record Date for such interest, which shall be April 1 or October 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 shall
forthwith cease to be payable to the Holder on such Record Date, and may either
be paid to the Person in whose name this Security is registered at the close of
business on a special record date for the payment of defaulted interest to be
fixed by the Trustee, notice whereof shall be given to Holders of Securities of
this series not more than 15 days and not less than 10 days prior to such
special record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.
Payment of the Principal of and interest on and any Additional Amounts
in respect of this global Security will be paid to DTC for the purpose of
permitting DTC to credit the principal and interest received by it in respect of
this global Security to the accounts of the beneficial owners thereof; provided,
however, that if this Security is not a global Security, payment of the
Principal of, interest on and Additional Amounts, if any, in respect of this
Security will be made at the office or agency of the Trustee in The City of New
York, or elsewhere as provided in the Indenture, 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; and provided, further, that at the option of the
Company payment of interest may be made by (a) check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register or (b) transfer to an account of the Person entitled thereto located
inside the United States.
Additional provisions of this Security are set forth following the
signature page hereof, which 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 or
on behalf of 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 this 6th day of April, 2004.
GLAXOSMITHKLINE CAPITAL PLC
By: /s/ Victoria Llewellyn
------------------------------------
Name: Victoria Llewellyn
Title: Company Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one or all of the Securities of the series designated "2.375% Notes due
April 16, 2007" pursuant to the within-mentioned Indenture.
CITIBANK, N.A.,
as Trustee
By: /s/ Louis Piscitelli
--------------------------------
Authorized Signatory
GUARANTEE
OF
GLAXOSMITHKLINE PLC
For value received, GlaxoSmithKline plc, a public limited company
incorporated under the laws of England and Wales, having its principal executive
offices at 980 Great West Road, Brentford, Middlesex TW8 9GS, England (the
"Guarantor," which term includes any Person as a successor Guarantor under the
Indenture referred to in the Security upon which this Guarantee is endorsed),
hereby fully and unconditionally guarantees to the Holder of the Security upon
which this Guarantee is endorsed and to the Trustee on behalf of each such
Holder the due and punctual payment of the Principal of, interest on and any
Additional Amounts payable in respect of such Security and the due and punctual
payment of the sinking fund or analogous payments referred to therein, if any,
when and as the same shall become due and payable, whether on the stated
maturity date, by declaration of acceleration, call for redemption or otherwise,
according to the terms thereof and of the Indenture referred to therein. In case
of the failure of GlaxoSmithKline Capital plc, a public limited company
incorporated in England and Wales (the "Company," which term includes any
successor Person under such Indenture), to punctually make any such payment of
Principal, interest or Additional Amounts or any such sinking fund or analogous
payment, the Guarantor hereby agrees to cause any such payment to be made
punctually when and as the same shall become due and payable, whether on the
stated maturity date or by declaration of acceleration, call for redemption or
otherwise, and as if such payment were made by the Company.
The indebtedness evidenced by this Guarantee is ranked equally and pari
passu with all other unsecured and unsubordinated indebtedness of the Guarantor.
The Guarantor hereby agrees that its obligations hereunder shall be
absolute and unconditional, irrespective of, and shall be unaffected by, any
invalidity, irregularity or unenforceability of such Security or such Indenture,
any failure to enforce the provisions of such Security or such Indenture, or any
waiver, modification or indulgence granted to the Company with respect thereto,
by the Holder of such Security or the Trustee or any other circumstance that may
otherwise constitute a legal or equitable discharge of a guarantor; provided,
however, that, notwithstanding the foregoing, no such waiver, modification or
indulgence shall, without the consent of the Guarantor, increase the Principal
of such Security, or increase the interest rate thereon, or alter the stated
maturity date thereof, or increase the Principal of any Original Issue Discount
Security that would be due and payable upon a declaration of acceleration of the
maturity thereof pursuant to Article Seven of such Indenture. The Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with a
court in the event of merger or bankruptcy of the Company, any right to require
a proceeding first against the Company, protest or notice with respect to such
Security or the indebtedness evidenced thereby or with respect to any sinking
fund or analogous payment required under such Security and all demands
whatsoever, and covenants that this Guarantee will not be discharged except by
payment in full of the Principal of, interest on and Additional Amounts payable
in respect of such Security. This Guarantee is a guarantee of payment and not of
collection.
The Guarantor shall be subrogated to all rights of the Holder of such
Security and the Trustee against the Company in respect of any amounts paid to
such Holder by the Guarantor pursuant to the provisions of this Guarantee;
provided, however, that the Guarantor shall not be entitled to enforce, or to
receive any payments arising out of or based upon such right of subrogation
until the Principal of, interest on and Additional Amounts payable in respect of
all Securities of the same series issued under such Indenture shall have been
paid in full.
No reference herein to such Indenture and no provision of such
Indenture shall alter or impair the guarantees of the Guarantor, which are
absolute and unconditional, of the due and punctual payment of the Principal of,
interest on and Additional Amounts payable in respect of, and any sinking fund
or analogous payments with respect to, the Security upon which this Guarantee is
endorsed.
This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication of such Security shall have been manually
executed by or on behalf of the Trustee under such Indenture.
All terms used in this Guarantee that are defined in such Indenture
shall have the meanings assigned to them in such Indenture.
THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed this 6th day of April, 2004.
GLAXOSMITHKLINE PLC,
as the Guarantor
By: /s/ Simon Bicknell
-----------------------------
Name: Simon Bicknell
Title:
2.375% NOTES DUE APRIL 16, 2007
This Security is one or all 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 April 6, 2004 (herein called the
"Indenture"), among the Company, GlaxoSmithKline plc, as Guarantor (the
"Guarantor") and Citibank, N.A., 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, limitation of rights, duties and immunities thereunder of
the Company, the Guarantor, 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 or all of the series designated as the "2.375%
Notes due April 16, 2007."
As provided in and subject to the provisions of the Indenture, the
Securities in this series are redeemable in whole but not in part, at the
discretion of the Company, if: (a) the Company determines that as a result of
any change in or amendment to the laws or any regulations or rulings promulgated
thereunder of the United Kingdom (or of any political subdivision or taxing
authority thereof) or the United States (or of any political subdivision or
taxing authority thereof), or any change in the application or official
interpretation of such laws, regulations or rulings, or any change in the
application or official interpretation of, or any execution of or amendment to,
any treaty or treaties affecting taxation to which any such jurisdiction is a
party, the Company would be required to pay Additional Amounts with respect to
such series of Securities on the next succeeding interest payment date and the
payment of such Additional Amounts cannot be avoided by the use of reasonable
measures available to the Company or the Guarantor, or withholding tax has been
or would be required to be withheld with respect to interest income received or
receivable by the Company directly from the Guarantor (or any affiliate) and
such withholding tax obligation cannot be avoided by the use of reasonable
measures available to the Company or the Guarantor (or any affiliate) or (b) the
Company determines, based upon an opinion of independent counsel of recognized
standing that, as a result of any action taken by any legislative body of,
taxing authority of, or any action brought in a court of competent jurisdiction
in, the United Kingdom (or any political subdivision or taxing authority
thereof) or the United States (or any political subdivision or taxing authority
thereof) there is a substantial probability that the circumstances described in
subsection (a) above would exist; provided, however, that no such notice of
redemption may be given earlier than 90 days prior to the earliest date on which
the Company would be obligated to pay such Additional Amounts. The Company or
the Guarantor will also pay to each Holder, or make available for payment to
each such Holder, on the redemption date any Additional Amounts resulting from
the payment of such redemption price.
In the event of a redemption as described in the preceding paragraph,
notice of such redemption to the Holders of Securities of any series to be
redeemed in whole but not in part at the option of the Company shall be given by
mailing notice of such redemption by first class mail, postage prepaid, at least
30 days and not more than 60 days prior to the date fixed for redemption to such
Holders of Securities of such series at their last addresses as they shall
appear upon the Security Register of the Company.
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants and the
related defaults and Events of Default applicable to the Company and the
Guarantor, in each case, upon compliance by the Company and the Guarantor with
certain conditions set forth in the Indenture, which provisions apply to this
Security.
If an Event of Default with respect to the 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.
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 all such affected series at the time outstanding shall have
made written request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee and offered the Trustee indemnity
reasonably satisfactory to the Trustee against any costs, liabilities or
expenses to be incurred in compliance with such request and, for 60 days after
receipt of such notice, request and offer of indemnity, the Trustee shall have
failed to institute any such proceeding, and, during such 60-day period, the
Trustee shall not have received from the Holders of a majority in principal
amount of the Securities of this series at the time outstanding a direction
inconsistent with such request. 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.
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 Guarantor and the rights of the Holders of the Securities under
the Indenture at any time by the Company, the Guarantor and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the
outstanding Securities. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities at the
time outstanding, on behalf of the Holders of all Securities, to waive
compliance by the Company or the Guarantor, or both, 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.
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 premium, if any) 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 of payment where the
principal amount of 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 for the Securities duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denomination 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 set forth therein,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series 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 Guarantor, the Trustee and any agent of the Company, the
Guarantor 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 Guarantor, the Trustee, nor any such agent
shall be affected by notice to the contrary.
The obligations of the Company and the Guarantor under the Indenture
and this Security and all documents delivered in the name of the Company or the
Guarantor, as the case may be, in connection herewith and therewith do not and
shall not constitute personal obligations of the directors, officers, employees,
agents or shareholders of the Company or the Guarantor or any of them, and shall
not involve any claim against or personal liability on the part of any of them,
and all persons including the Trustee shall look solely to the assets of the
Company and the Guarantor for the payment of any claim thereunder or for the
performance thereof and shall not seek recourse against such directors,
officers, employees, agents or shareholders of the Company or the Guarantor or
any of them or any of their personal assets for such satisfaction. The
performance of the obligations of the Company and the Guarantor under the
Indenture and this Security and all documents delivered in the name of the
Company or the Guarantor, as the case may be, in connection therewith shall not
be deemed a waiver of any rights or powers of the Company or the Guarantor or
their respective directors or shareholders under the Company's or the
Guarantor's respective Memorandum and Articles of Association.
All terms used in this Security that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused "CUSIP" numbers to be
printed on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the
correctness or accuracy of such CUSIP numbers as printed on the Securities, and
reliance may be placed only on the other identification numbers printed hereon.
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
________________________
________________________ ................................
................................................................................
(Please Print or Typewrite Name and Address, including
Zip Code, of Assignee)
................................................................................
the within Security of GlaxoSmithKline Capital plc and ____________ hereby does
irrevocably constitute and appoint
................................................................................
Attorney to transfer said Security on the books of the within-named Company with
full power of substitution in the premises
Dated: ........................................................................
Signature......................................................................
NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Security in every particular, without
alteration or enlargement or any change whatever.
Signature Guaranteed:..........................................................
NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution"
that is a member or participant in a "signature guarantee program" (e.g., the
Securities Transfer Agents Medallion Program, the Stock Exchange Medallion
Program and the New York Stock Exchange Medallion Program).