Exhibit 4.1
[FACE OF SECURITY]
CUSIP:______________
[Insert if the Security is to be a Global Security -- This Note 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 of a Depositary. This Global
Security is exchangeable for Notes registered in the name of a Person other than
the Depositary or its nominee only in the limited circumstances described in the
Indenture, and no transfer of this Note (other than a transfer of this Note 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) may be
registered except in such limited circumstances.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC") to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co., or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
HEWLETT-PACKARD COMPANY
MEDIUM-TERM NOTE
(Due nine months or more from date of issue)
(Fixed Rate)
Registered No. R- Original Issue Date:
Principal Amount: $ Maturity Date:
Designation: Fixed Rate Medium-Term Interest Rate:
Notes Due
Interest Rate Reset: Optional Reset Date:
[__] Yes [__] No
Basis or Formula for Interest Rate Reset:
Specified Currency: Option to Elect Payment in U.S. Dollars (only
[__] U.S. Dollars applicable if Specified Currency is other than
[__] Other U.S. Dollars):
[__] Yes [__] No
Dual Currency Note:
[__] Yes [__] No
Issue Price as a percentage of Principal Exchange Rate Agent (if other than Chase
Amount: Manhattan Bank and Trust Company, National
Association):
Interest Payment Dates: Regular Record Dates: Fifteenth calendar day
(whether or not a Business Day) prior to the
corresponding Interest Payment Date
Original Issue Discount Note: Total Amount of OID:
[__] Yes [__] No
Redemption Date(s) (including any applicable Redemption Price(s):
regular or special record dates):
Subject to Tax Redemption by the Company Tax Redemption Price(s) (if other than 100% of
(including payment of Additional Amounts): the Principal Amount:
[__] Yes [__] No
Stated Maturity Extension Option: Extension Period(s) and Final Maturity Date
(only applicable if option to extend stated
[__] Yes [__] No maturity):
Repurchase Price(s): Repurchase Date(s) (including any applicable
regular or special record dates):
Basis for Interest Rate During Extension [__] Option of the Company
Period (only applicable if option to extend [__] Option of the Holder
stated maturity):
Currency Indexed Note (check if yes): Amortizing Note (check if yes):
(if yes, see attachment) (if yes, see attachment)
Form: Other Terms:
[__] Book Entry [__] Certificated
HEWLETT-PACKARD COMPANY, a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company," which term
includes any successor Person under the Indenture referred to below), for value
received, hereby promises to pay to [Insert if the Security is to be a
Certificated Security - __________________,] [Insert if the Security is to be a
Global Security - Cede & Co., as nominee for The Depository Trust Company], or
registered assigns, the Principal Amount stated above on the Maturity Date
specified above, and to pay interest on the Interest Payment Dates specified
above on said Principal Amount at the Interest Rate specified above from the
Interest Payment Date next preceding the date of authentication of this Note to
which interest has been paid on the Notes, unless the date of authentication of
this Note is a date to which interest has been paid, in which case from the date
of authentication of this Note, or unless no interest has been paid on the
Notes, in which case from the Original Issue Date specified above, until payment
of said Principal Amount has been made or duly provided for. Notwithstanding the
foregoing, if the date of authentication of this Note is after a Regular Record
Date specified above and before the next following Interest Payment Date, this
Note shall bear interest from such Interest Payment Date, unless the Company
shall default in the payment of interest due on such Interest Payment Date, in
which case this Note shall bear interest from the next
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preceding Interest Payment Date to which interest has been paid on the Notes, or
unless no interest has been paid on the Notes, in which case this Note shall
bear interest from the Original Issue Date. If the Interest Payment Date, other
than any Interest Payment Date that is also the Maturity Date of this Note, is
not a Business Day, the Interest Payment Date will be postponed until the next
day that is a Business Day and interest will continue to accrue to such day that
is a Business Day.
The interest so payable on any Interest Payment Date will be paid to the
Person in whose name this Note is registered at the close of business on the
Regular Record Date next preceding such Interest Payment Date, unless the
Original Issue Date is after a Regular Record Date and before the next following
Interest Payment Date, in which case interest will be paid on the Interest
Payment Date following the next succeeding Regular Record Date to the Person in
whose name the Note is registered at the close of business on such next
succeeding Regular Record Date, unless the Company shall default in the payment
of interest due on such Interest Payment Date, in which case such defaulted
interest shall be paid to the Person in whose name this Note is registered at
the close of business on a special record date for the payment of such defaulted
interest established in accordance with the Indenture, provided, however, that
interest payable at the Maturity Date will be payable to the person to whom
principal is payable.
Unless otherwise specified on the face hereof, payments of principal of
(and premium, if any) and interest on this Note will be made in the applicable
Specified Currency, provided, however, that if this Note is denominated in a
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Specified Currency other than United States dollars (a "Foreign Currency Note")
payments of principal of (and premium, if any) and interest hereon will
[Insert if the Security is to be a Global Security - be made in United
States dollars unless the beneficial holder hereof gives notice to the
Depositary that it elects to receive payments in such Specified Currency.
Such notice must be given by the beneficial holder of this Note to the
participant of the Depositary through which its interest is held on or
before the applicable Regular Record Date, in the case of a payment of
interest, and on or before the sixteenth day, whether or not a Business
Day, before the Stated Maturity, in the case of principal or premium, of
the beneficial owner's election to receive all or a portion of any payment
in a Specified Currency. The participant must notify the Depositary of any
election on or before the third business day after the Regular Record Date.
The Depositary will notify the Paying Agent of the election, the portion of
the payment to be made by the Paying Agent in the Specified Currency and
the applicable wire transfer instructions, on or before the fifth Business
Day after the Regular Record Date. If complete instructions are received by
the participant and forwarded to the Depositary, and forwarded by the
Depositary to the Paying Agent, on or before the relevant dates, the
beneficial owner of this Note will receive payments in the Specified
Currency. In such event, the Paying Agent will pay the beneficial holder
directly.]
[Insert if the Security is to be a Certificated Security -- be made in the
applicable Specified Currency unless the Holder hereof elects to receive
all payments in respect hereof in United States dollars by delivery of a
written request to the Trustee on or prior to the applicable Regular Record
Date or at least 15 days prior to Maturity, as the case may be. Such
election may be in writing (mailed or hand delivered) or by cable, telex or
other form of facsimile transmission. A Holder of such a Note may elect to
receive payment in United States dollars
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for all principal (and premium, if any) and interest payments and need not
file a separate election for each payment. Such election will remain in
effect until revoked by written notice to the Trustee, but written notice
of such revocation must be received by the Trustee on or prior to the
applicable Regular Record Date or at least 15 days prior to Maturity, as
the case may be.]
Payment of the principal of (and premium, if any) and interest on this Note
due at Maturity in United States dollars will be made in immediately available
funds, provided that this Note is presented to the Trustee in time for the
--------
Trustee to make such payment in accordance with its normal procedures.
[Insert if the Security is to be a Global Security - Payment of the
principal of (and premium, if any) and interest (other than interest payable at
Maturity) on this Note in United States dollars will be made by transfer of
immediately available funds to the Depositary or its nominee.]
[Insert if the Security is to be a Certificated Security - Payment of the
principal of (and premium, if any) and interest on this Note due at Maturity and
interest on this Note due other than at Maturity, in United States dollars will
be made at the office or agency of the Company maintained for that purpose,
which shall initially be the corporate trust office of the Trustee located in
the Borough of Manhattan, The City of New York, in immediately available funds.
Notwithstanding the foregoing, payment of interest (other than interest due at
Maturity) may, at the option of the Company, be made by United States dollar
check mailed to the address of the Person entitled thereto as of the applicable
Record Date, as such address shall appear in the Security Register.]
All payments of principal (and premium, if any) and interest in a Specified
Currency other than United States dollars will be made in the manner set forth
on the reverse hereof.
This Note is one of a duly authorized issue of unsecured debentures, notes
or other evidences of indebtedness of the Company (hereinafter called the
"Securities"), of the series designated above (herein called the "Notes"), all
issued or to be issued under an Indenture dated as of June 1, 2000, for senior
debt securities (hereinafter called the "Indenture"), duly executed and
delivered by the Company to The Chase Manhattan Bank and Trust Company, National
Association, a national banking association existing under the laws of the
United States of America, as trustee (hereinafter called the "Trustee"), to
which Indenture reference is hereby made for a description of the respective
rights and duties thereunder of the Trustee, the Company and the holders of the
Securities. The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest at different rates, may be subject to
redemption provisions, repurchase provisions, covenants and Events of Default
and on other provisions, and may otherwise vary as in the Indenture provided.
Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Trustee under
the Indenture.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
HEWLETT-PACKARD COMPANY
By: ___________________________________
By: ___________________________________
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the Series
designated herein issued under the within-
mentioned Indenture.
THE CHASE MANHATTAN BANK AND
TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
By ________________________________
Authorized Officer
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[REVERSE OF SECURITY]
HEWLETT-PACKARD COMPANY
MEDIUM-TERM NOTE
(Fixed Rate)
Interest payments for this Note will include interest accrued from and
including the last date in respect of which interest has been paid or duly
provided for (or from and including the Original Issue Date if no interest has
been paid or provided for) to but excluding the Interest Payment Dates.
Interest payments for this Note shall be computed and paid on the basis of a
360-day year of twelve 30-day months.
Interest Rate Reset
If the Company has the option with respect to this Note to reset the
Interest Rate, such option will be indicated on the face hereof, together with
(i) the date or dates on which such Interest Rate may be reset (each an
"Optional Reset Date") and (ii) the basis or formula, if any, for such
resetting. Unless otherwise specified on the face hereof, the Company may
exercise such option by notifying the Trustee of such exercise at least 45 but
not more than 60 days (unless otherwise specified on the face hereof) prior to
an Optional Reset Date. Not later than 40 days (unless otherwise specified on
the face hereof) prior to such Optional Reset Date, the Trustee will mail to the
Holder hereof a notice (the "Reset Notice"), first class, postage prepaid,
setting forth (i) the election of the Company to reset the Interest Rate, (ii)
such new interest rate, and (iii) the provisions, if any, for redemption during
the period from such Optional Reset Date to the next Optional Reset Date or, if
there is no such next Optional Reset Date, to the Stated Maturity of this Note
(each such period a "Subsequent Interest Period"), including the date or dates
on which or the period or periods during which and the price or prices at which
such redemption may occur during such Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 days (unless otherwise
specified on the face hereof) prior to an Optional Reset Date, the Company may,
at its option, revoke the interest rate provided for in the Reset Notice and
establish a higher interest rate for the Subsequent Interest Period commencing
on such Optional Reset Date by mailing or causing the Trustee to mail notice of
such higher interest rate first class, postage prepaid, to the Holder hereof.
Such notice shall be irrevocable. If the Interest Rate is reset on an Optional
Reset Date this Note will bear such higher interest rate.
If the Company elects to reset the Interest Rate of this Note, the Holder
hereof will have the option to elect repayment of this Note by the Company on
any Optional Reset Date at a price equal to the principal amount hereof plus any
accrued interest to such Optional Reset Date. In order for this Note to be so
repaid on an Optional Reset Date, the Holder hereof must follow the procedures
set forth below for optional repurchase, except that the period for delivery of
this Note or notification to the Trustee shall be at least 25 but not more than
35 days (unless otherwise specified on the face hereof) prior to such Optional
Reset Date and except that a Holder who has tendered this Note for repayment
pursuant to a Reset Notice may, by written notice to the Trustee, revoke any
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such tender for repayment until the close of business on the tenth day prior to
such Optional Reset Date.
Dual Currency Notes
This Note may be issued as a Note in which the Company has a one-time
option to pay the principal, premium, if any, and interest, if any, on this Note
in an optional currency specified on the face hereof under "Other Terms") that
is a different currency from the Specified Currency of this Note ("Dual Currency
Notes"). Specific information pertaining to Dual Currency Notes shall be
included above under "Other Terms," and shall include, without limitation,
Specified Currency for the dual currency note:
. the Specified Currency;
. the Optional Payment Currency;
. the Designated Exchange Rate;
. the Option Election Dates; and
. the Interest Payment Dates for Dual Currency Notes.
The amounts payable and the method for calculating these amounts with
respect to Dual Currency Notes and any additional terms and conditions of any
issue of dual currency notes will be specified on the face hereof.
Extension of Stated Maturity
If the Company has the option to extend the Stated Maturity of this Note
for one or more periods (each an "Extension Period") up to but not beyond the
date (the "Final Maturity Date") set forth on the face hereof, such option will
be indicated on the face hereof together with the basis or formula, if any, for
setting the interest rate applicable to any such Extension Period. The Company
may exercise such option with respect to this Note by notifying the Trustee of
such exercise at least 45 but not more than 60 days (unless otherwise specified
on the face hereof) prior to the Stated Maturity in effect prior to the exercise
of such option (the "Original Stated Maturity"). No later than 40 days (unless
otherwise specified on the face hereof) prior to the Original Stated Maturity,
the Trustee will mail to the Holder hereof a notice (the "Extension Notice")
relating to such Extension Period, first class, postage prepaid, setting forth
(i) the election of the Company to extend the Stated Maturity hereof, (ii) the
new Stated Maturity, (iii) the interest rate applicable to the Extension Period,
and (iv) the provisions, if any, for redemption during the Extension Period,
including the date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during the Extension
Period. Upon the mailing by the Trustee of an Extension Notice to the Holder of
this Note, the Stated Maturity of this Note shall be extended automatically as
set forth in the Extension Notice, and, except as modified by the Extension
Notice and as described in the next paragraph, this Note will have the same
terms as prior to the mailing of such Extension Notice.
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Notwithstanding the foregoing, not later than 20 days (unless otherwise
specified on the face hereof) prior to the Original Stated Maturity for this
Note, the Company may, at its option, revoke the interest rate provided for in
the Extension Notice and establish a higher interest rate for the Extension
Period by mailing or causing the Trustee to mail notice of such higher interest
rate first class, postage prepaid, to the Holder hereof. Such notice shall be
irrevocable. All Notes with respect to which the Stated Maturity is extended
will bear such higher interest rate for the Extension Period.
If the Company elects to extend the Stated Maturity of this Note, the
Holder hereof will have the option to elect repayment of this Note by the
Company at the Original Stated Maturity at a price equal to the principal amount
hereof plus any accrued interest to such date. In order for this Note to be so
repaid on the Original Stated Maturity, the Holder hereof must follow the
procedures set forth below for optional repurchase, except that the period for
delivery of this Note or notification to the Trustee shall be at least 25 but
not more than 35 days (unless otherwise specified on the face hereof) prior to
the Original Stated Maturity and except that a Holder who has tendered this Note
for repurchase pursuant to an Extension Notice may, by written notice to the
Trustee, revoke any such tender for repayment until the close of business on the
tenth day prior to the Original Stated Maturity.
Redemption and Repurchase by the Company
Unless one or more Redemption Date or Repurchase Date is specified on the
face hereof, this Note shall not be redeemable or subject to repurchase at the
option of the Company before the Maturity Date specified on the face hereof. If
one or more Redemption Dates or one or more Repurchase Dates is so specified,
this Note is subject to redemption or repurchase, as the case may be, on any
such date at the option of the Company, upon notice by first-class mail, mailed
not less than 30 days nor more than 60 days (unless otherwise specified on the
face hereof) prior to the applicable Redemption Date or Repurchase Date, as the
case may be, specified in such notice, at the applicable Redemption Price or
Repurchase Price, as the case may be, specified on the face hereof (expressed as
a percentage of the principal amount of this Note), together in the case of any
such redemption with accrued interest to the Redemption Date or Repurchase Date,
as the case may be. Unless otherwise specified on the face hereof, the Company
may elect to redeem less than the entire principal amount hereof.
Repurchase at the Option of the Holder
Unless one or more Repurchase Dates at the option of the Holder is
specified on the face hereof, this Note shall not be repayable at the option of
the Holder on any date prior to the Maturity Date specified on the face hereof.
If one or more Repurchase Dates is so specified, this Note is subject to
repurchase on any such date at the option of the Holder at the applicable
Repurchase Price specified on the face hereof (expressed as a percentage of the
principal amount of this Note), together in the case of any such repayment with
accrued interest to the Repurchase Date, but interest installments whose Stated
Maturity is prior to the Repurchase Date will be payable to the Holder of this
Note, or one or more Predecessor Notes, of record at the close of business on
the relevant Regular Record Dates referred to on the face hereof. For this Note
to be repaid at the option of the Holder, the Trustee must receive at the
principal office of its Corporate Trust Department in The
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City of New York, at least 30 days but not more than 45 days (unless otherwise
specified on the face hereof) prior to the Repurchase Date on which this Note is
to be repaid:
(i) appropriate wire instructions; and
(ii) either (a) the Note with the form entitled "Option to Elect
Repurchase" on the reverse of the Note duly completed, or (b) a telegram, telex,
facsimile transmission or letter from a member of a national securities exchange
or the National Association of Securities Dealers, Inc., or a commercial bank or
trust company in the United States setting forth:
(1) the name of the holder of the Note;
(2) the principal amount of the Note;
(3) the portion of the principal amount of the Note to be
repurchased;
(4) the certificate number or a description of the tenor and terms
of the Note;
(5) a statement that the option to elect repurchase is being
exercised; and
(6) a guarantee that the Note to be repaid with the form entitled
"Option to Elect Repurchase" on the reverse of the Note duly
completed will be received by the Trustee within five Business
Days. The Trustee must actually receive the Note and form duly
completed by the fifth Business Day.
Exercise of the repurchase option by the Holder of a Note shall be
irrevocable. The Holder of a Note may exercise the repurchase option for less
than the entire principal amount of the Note provided that the principal amount
of the Note remaining outstanding after repurchase is an Authorized
Denomination. No transfer or exchange of any Note will be permitted after
exercise of a repurchase option. If a Note is to be repurchased in part, no
transfer or exchange of the portion of the Note to be repurchased will be
permitted after exercise of a repurchase option. All questions as to the
validity, eligibility, including time of receipt, and acceptance of any note for
repurchase will be determined by the Company and its determination will be
final, binding and non-appealable.
Tax Redemption
If specified on the face hereof, the Company may redeem the Notes, subject
to the provisions herein, as a whole but not in part, at the Company's option,
upon not more than 60 days, nor less than 30 days (unless otherwise specified on
the face hereof), prior notice to the Holders of the Notes, at a Tax Redemption
Price equal to 100% of the Principal Amount of the Notes (unless otherwise
specified on the face hereof), or, if applicable, a lesser amount in the case of
Original Issue Discount Notes, and premium, if any, together with accrued
interest, if any, to Tax Redemption Date, if on the next succeeding interest
payment date, the Company will be obligated to:
(i) pay any Additional Amounts as specified on the face hereof; or
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(ii) account to any federal or state taxing authority for any amount,
other than any tax withheld or deducted from interest payable on
the Notes, regarding any payment made or to be made on any Note.
If specified on the face hereof, the Company will, subject to certain
exceptions and limitations set forth below, pay to the Holder of such Note 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 Note (including payment of the principal of and
interest on such Note) by the Company or any 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 Note to
be then due and payable.
However, the Company's obligation to pay Additional Amounts with respect to
the Notes 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 Note (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 state 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;
(2) any estate, inheritance, gift, excise, sales, transfer, the wealth
or 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;
(3) any tax, assessment or other governmental charge that would not
have been imposed but for the presentation by the Holder of such
Note 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 such Note;
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(5) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from a payment on such Note, 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 such Note if such compliance is required by statute or regulation
of the United States or by any 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 or the combined
voting power or all classes of the Company's stock;
(8) any tax, assessment or other 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 other 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
(other any other amount) on, such Note 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
such Note 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 Note.
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.
[Insert if the Security is to be a Certificated Security -- In the event of
redemption or repayment of this Note in part only, a new Note or Notes of this
series and of like tenor and for a principal amount equal to the unredeemed or
unrepaid portion will be delivered to the registered Holder upon the
cancellation hereof.]
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[Insert if the Security is to be a Global Security -- In the event of
redemption or repayment of this Note in part only, the principal amount shall be
reduced.]
General Information Regarding the Notes
Other Definitions
-----------------
"Business Day" means (a) with respect to any Note, any day that is not a
Saturday or Sunday and that, in The City of New York, is not a day on which
banking institutions generally are authorized or obligated by law to close, (b)
if the Note is denominated in a Specified Currency other than United States
dollars or euros, not a day on which banking institutions are authorized or
required by law to close in the financial center of the country issuing the
Specified Currency, and (c) if the Note is denominated in euros, any day on
which the Trans-European Automated Real-Time Gross Settlement Express Transfer
(TARGET) System is open. As used in the preceding sentence, "financial center"
means the capital city of the country issuing the Specified Currency, except
that with respect to United States dollars, Australian dollars, Canadian
dollars, South African rand and Swiss francs, the "financial center" shall be
the City of New York, Sydney, Toronto, Johannesburg and Zurich, respectively.
Calculation of Exchange Rates
-----------------------------
If this is a Foreign Currency Note to be paid in United States dollars, the
United States dollar amount to be received in respect hereof will be based upon
the exchange rate as determined by the Exchange Rate Agent based on the most
favorable firm bid quotation for United States dollars received by such Exchange
Rate Agent at approximately 11:00 a.m., New York City time, on the second
Business Day preceding the applicable payment date from three recognized foreign
exchange dealers in The City of New York selected by the Exchange Rate Agent and
approved by the Company (one of which may be the Exchange Rate Agent) for the
purchase by the quoting dealer, for settlement on such payment date, of the
aggregate amount of the Specified Currency payable on such payment date in
respect of this Note. If three quoting dealers are not available then two
dealers will be used. If no such bid quotations are available, payments will be
made in the Specified Currency, unless such Specified Currency is unavailable
due to the imposition of exchange controls or to other circumstances beyond the
Company's control, in which case the Company will be entitled to make payments
in respect hereof in United States dollars as provided in the manner set forth
below. All currency exchange costs will be borne by the Holder hereof by
deductions from such payments. The determination of the exchange rate pursuant
to the provisions of this Section is referred to herein as the "Market Exchange
Rate."
Payments in Specified Currencies
--------------------------------
If a Holder is to receive payments in a Specified Currency other than
United States dollars as described on the face hereof, payments of principal of
(and premium, if any) and interest will be paid in immediately available funds
by wire transfer to an account maintained by the Holder with a bank designated
by the Holder (which in the case of Global Securities will be the Depositary or
its nominee) on or prior to the Regular Record Date or at least 15 days prior to
Maturity, as the case may be, in the case of Certificated Securities or, in the
case of Global Securities, in the manner
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specified on the face hereof in the third paragraph thereof following the
summary of terms, provided that such bank has the appropriate facilities for
such a payment in the Specified Currency, provided, however, that with respect
-------- -------
to payments of principal and premium, if any, and interest at Maturity this Note
is presented to the Trustee in time for the Trustee to make such payment in
accordance with its normal procedures, which shall require presentation no later
than two Business Days prior to Maturity in order to ensure the availability of
immediately available funds in the Specified Currency at Maturity.
If payment on this Note is required to be made in a Specified Currency
other than United States dollars and such currency is unavailable in the good
faith judgment of the Company due to the imposition of exchange controls or to
other circumstances beyond the Company's control, or is no longer used by the
government of the country issuing such currency or for the settlement of
transactions by public institutions of or within the international banking
community, then all payments with respect to this Note shall be made in United
States dollars until such currency is again available or so used. The amount so
payable on any date in such Specified Currency shall be converted into United
States dollars at a rate determined by the Exchange Rate Agent on the basis of
the Market Exchange Rate on the second Business Day prior to such payment, or,
if the Market Exchange Rate is not then available, the most recently available
Market Exchange Rate or as otherwise determined in good faith by the Company if
the foregoing is impracticable.
If this is a Foreign Currency Note, in the event of an official
redenomination of such foreign currency (including, without limitation, an
official redenomination of a foreign currency that is a composite currency) the
obligations of the Company with respect to payments on this Note denominated in
such currency shall, in all cases, be deemed immediately following such
redenomination to provide for the payment of that amount of redenominated
currency representing the amount of such obligations immediately before such
redenomination. No adjustment will be made to any amount payable under this Note
as a result of (a) any change in the value of a foreign currency relative to any
other currency due solely to fluctuations in exchange rates or (b) any
redenomination of any component currency of any composite currency (unless such
composite currency is itself officially redenominated).
Acceleration upon an Event of Default
-------------------------------------
If an Event of Default with respect to Notes of this series shall occur and
be continuing, the Principal Amount of the Notes of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.
Unless otherwise specified on the face hereof, if any Original Issue Discount
Note (as defined below) is redeemed or repurchased by the Company or repurchased
at the option of the Holder, each as described above, or if the principal of any
Original Issue Discount Note is declared to be due and payable immediately
pursuant to this paragraph, the amount of principal due and payable with respect
to this Note shall be limited to the sum of the aggregate principal amount of
this Note multiplied by the Issue Price (expressed as a percentage of the
aggregate principal amount) plus the original issue discount accrued from the
date of issue to the date of redemption, repayment or declaration, as
applicable, which accrual shall be calculated using the "interest method"
(computed in accordance with generally accepted accounting principles) in effect
on the date of redemption, repurchase or declaration. Unless otherwise specified
on the face hereof, an Original Issue Discount Note is a Note which has a stated
redemption price at maturity
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that exceeds its Issue Price by at least 0.25% of the stated redemption price at
maturity, multiplied by the number of full years from the Original Issue Date to
the Maturity Date for this Note.
Modification of Rights under 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 Notes 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 not less than a majority in principal amount of the Notes 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 Notes of each series at the time Outstanding, on behalf of the Holders of
all Notes 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. In addition, the Indenture permits the amendment thereof and
the modification of the rights and obligations of the Company and the rights of
the Holders of the notes of each series to be affected under the Indenture by
the Company and the Trustee, without the consent of the Holders of the Notes of
each series to be affected, under certain limited circumstances set forth in the
Indenture.
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 the principal of (and premium, if any) and
interest on this Note at the times, places and rate, and in the coin or
currency, herein prescribed. However, the Indenture limits the Holder's right to
enforce the Indenture and this Note.
Transfers of Notes
------------------
As provided in the Indenture and subject to certain limitations set forth
therein and as may be set forth on the face hereof, the transfer of this Note is
registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest on this Note 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 his attorney duly authorized in writing, and thereupon one
or more new Notes of this series of like tenor, of Authorized Denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
[Insert if the Security is a Global Security -
Global Notes
------------
This Note is a Global Note and shall be exchangeable for Notes registered
in the names of Persons other than the Depositary with respect to this Global
Note or its nominee only if (A) such Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Global Note or at any
time ceases to be a clearing agency registered as such under the Securities
Exchange Act of 1934, as amended, (B) the Company in its sole discretion
executes and delivers to the Trustee a Company Order that this Global Note shall
be exchangeable or (C) there shall have
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occurred and be continuing an Event of Default with respect to the Notes. If
this Global Note is exchangeable pursuant to the preceding sentence, it shall be
exchangeable for Notes issuable in denominations of $1,000 and any integral
multiple of $1,000 in excess thereof, registered in such names as such
Depositary shall direct.]
Denomination
------------
The Notes of this series are issuable, in the case of Notes denominated in
United States dollars, in denominations of U.S. $1,000 and any integral multiple
of U.S. $1,000 in excess thereof and, in the case of Notes denominated in a
Specified Currency other than United States dollars, in the authorized
denominations set forth on the face hereof (in each case, an "Authorized
Denomination").
Exchange of Notes
-----------------
As provided in the Indenture and subject to certain limitations set forth
therein and as may be set forth on the face hereof, Notes of this series are
exchangeable for a like aggregate principal amount of Notes of this series 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.
Registered Owner
----------------
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
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
Governing Law
-------------
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York without regard to principles
of conflicts of laws.
Defined Terms; Section Headings
-------------------------------
All terms used in this Note that are defined in the Indenture, shall have
the meanings assigned to them in the Indenture. The Section headings herein are
for convenience only and shall not affect the construction or interpretation of
this Note.
_________________________
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT - _______________ Custodian ______________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
________________________________
(State)
Additional abbreviations may also be used though not in the above list.
________________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
/_______________________/ ___________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ___________________________attorney to transfer said Note on the
books of the Company, with full power of substitution in the premises.
Dated: ________________ 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.
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