{"id":40860,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/5-50-global-note-due-july-1-2007.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"5-50-global-note-due-july-1-2007","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/5-50-global-note-due-july-1-2007.html","title":{"rendered":"5.50% Global Note due July 1, 2007"},"content":{"rendered":"<pre>\n\nTHIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE\nHEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A\nNOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A\nSECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE\nREGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE\nTHEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.\n\nUNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE\nDEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (\"DTC\") TO THE ISSUER OR ITS\nAGENT FOR REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED\nIS REGISTERED IN THE NAME OF CEDE &amp; CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY\nAN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &amp; CO. OR TO\nSUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY\nTRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON\nIS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &amp; CO., HAS AN\nINTEREST HEREIN.\n\n\n                             HEWLETT-PACKARD COMPANY\n                       5.50% Global Note due July 1, 2007\n\n\nNO. ___                                                            $___________\nCUSIP NO. 428236 AF 0\n\n     Hewlett-Packard Company, a corporation duly organized and existing under\nthe laws of Delaware (herein called the \"Company,\" which term includes any\nsuccessor Person under the Indenture hereinafter referred to), for value\nreceived, hereby promises to pay to Cede &amp; Co., or registered assigns, the\nprincipal sum of ____________________ ($___________) on July 1, 2007, and to pay\ninterest thereon from June 26, 2002, or from the most recent Interest Payment\nDate to which interest has been paid or duly provided for, semi-annually on\nJanuary 1 and July 1 in each year, commencing January 1, 2003, at the rate of\n5.50% per annum, until the principal hereof is paid or made available for\npayment. The interest so payable, and punctually paid or duly provided for, on\nany Interest Payment Date will, as provided in such Indenture, be paid to the\nPerson in whose name this Security (or one or more Predecessor Securities) is\nregistered at the close of business on the Regular Record Date for such\ninterest, which shall be the fifteenth day (whether or not a Business Day), next\npreceding such Interest Payment Date. Any such interest not so punctually paid\nor duly provided for will forthwith cease to be payable to the Holder on such\nRegular Record Date and may either be paid to the Person in whose name this\nSecurity (or one or more Predecessor Securities) is registered at the close of\nbusiness on a Special Record Date for the payment of such Defaulted Interest to\nbe fixed by the Trustee, notice whereof shall be given to Holders of Securities\nof this series not less than 10 days prior to such Special Record Date, or be\npaid at any time in any other lawful manner not inconsistent with the\nrequirements of any securities exchange on which the\n\n\n\n\n\nSecurities of this series may be listed, and upon such notice as may be required\nby such exchange, all as more fully provided in said Indenture. Interest on the\nSecurity shall be computed on the basis of a 360-day year of twelve 30-day\nmonths, and for any period shorter than a full six-month interest period, on the\nbasis of the actual days elapsed in such period.\n\n     So long as all of the Securities of this series are represented by Global\nSecurities, the principal of, premium, if any, and interest, if any, on this\nGlobal Security shall be paid in same day funds to the Depositary, or to such\nname or entity as is requested by an authorized representative of the\nDepositary. If at any time the Securities of this series are no longer\nrepresented by the Global Securities and are issued in definitive form\n(\"Certificated Securities\"), then the principal of, premium, if any, and\ninterest, if any, on each Certificated Security at Maturity shall be paid to the\nHolder upon surrender of such Certificated Security at the office of agency\nmaintained by the Company in the Borough of Manhattan, The City of New York\n(which shall initially be the principal corporate trust office of J.P. Morgan\nTrust Company, National Association, as Trustee) or at such other place or\nplaces as may be designated in or pursuant to the Indenture, provided that such\nCertificated Security is surrendered to the Trustee, acting as Paying Agent, in\ntime for the Paying Agent to make such payments in such funds in accordance with\nits normal procedures. Payments of interest with respect to Certificated\nSecurities other than at Maturity may, at the option of the Company, be made by\ncheck mailed to the address of the Person entitled thereto as it appears on the\nSecurity Register on the relevant Regular or Special Record Date or by wire\ntransfer in same day funds to such account as may have been appropriately\ndesignated to the Paying Agent by such Person in writing not later than such\nrelevant Regular or Special Record Date.\n\n     Reference is hereby made to the further provisions of this Security set\nforth on the reverse hereof, which further provisions shall for all purposes\nhave the same effect as if set forth at this place.\n\n     Unless the certificate of authentication hereon has been executed by the\nTrustee referred to on the reverse hereof by manual signature, this Security\nshall not be entitled to any benefit under the Indenture or be valid or\nobligatory for any purpose.\n\n\n\n\n\n\n\n     IN WITNESS WHEREOF, the Company has caused this instrument to be duly\nexecuted.\n\n                                      HEWLETT-PACKARD COMPANY\n\n                                      By:\n                                         --------------------------------------\n                                         Lawrence Tomlinson\n                                         Senior Vice President and Treasurer\n\n\nAttest:\n        ------------------------------\n        Ann O. Baskins\n        Senior Vice President, General Counsel\n        and Secretary\n\n\n\nTrustee's Certificate of Authentication.\n\nThis is one of the Securities of the series designated\nherein referred to in the within-mentioned Indenture.\n\nDated:  June 26, 2002\n\nJ.P. MORGAN TRUST COMPANY,\nNATIONAL ASSOCIATION, as Trustee\n\n\nBy:\n   ------------------------------------\n   Authorized Signatory\n\n\n\n\n\n\n                               REVERSE OF SECURITY\n\n     This Security is one of a duly authorized issue of securities of the\nCompany (herein called the \"Securities\"), issued and to be issued in one or more\nseries under an Indenture, dated as of June 1, 2000 (herein called the\n\"Indenture,\" which term shall have the meaning assigned to it in such\ninstrument), between the Company and J.P. Morgan Trust Company, National\nAssociation (formerly known as Chase Manhattan Bank and Trust Company, National\nAssociation), as trustee (herein called the \"Trustee,\" which term includes any\nsuccessor Trustee under the Indenture), and reference is hereby made to the\nIndenture and all indentures supplemental thereto for a statement of the\nrespective rights, limitations of rights, duties and immunities thereunder of\nthe Company, the Trustee and the Holders of the Securities and of the terms upon\nwhich the Securities are, and are to be, authenticated and delivered. This\nSecurity is one of the series designated on the face hereof limited in aggregate\nprincipal amount to $1,000,000,000.\n\n     The Company will have the right to redeem the Securities, in whole or in\npart at any time, on at least 30 days but no more than 60 days prior written\nnotice mailed to the registered Holders of the Securities to be redeemed and\npublished in accordance with the rules of the Luxembourg Stock Exchange. The\nRedemption Price will be equal to the greater of (1) 100% of the principal\namount of the Securities to be redeemed or (2) the sum, as determined by the\nQuotation Agent (as defined below), of the present value of the principal amount\nof the Securities to be redeemed and the remaining scheduled payments of\ninterest thereon from the Redemption Date to the maturity date (the \"Remaining\nLife\") discounted from the scheduled payment dates to the Redemption Date on a\nsemiannual basis (assuming a 360-day year consisting of twelve 30-day months) at\nthe Treasury Rate (as defined below) plus 25 basis points, plus accrued and\nunpaid interest on the principal amount being redeemed to the Redemption Date.\n\n     If money sufficient to pay the Redemption Price of and accrued interest on\nthe Securities (or portions thereof) to be redeemed on the Redemption Date is\ndeposited with the Trustee or Paying Agent on or before the Redemption Date and\nthe conditions set forth in Article 11 of the Indenture are satisfied, then on\nand after the Redemption Date, interest will cease to accrue on such Securities\n(or such portion thereof) called for redemption and such Securities will cease\nto be outstanding. If any Redemption Date is not a Business Day, the Company\nwill pay the Redemption Price on the next Business Day without any interest or\nother payment due to the delay.\n\n     If fewer than all of the Securities of a series are to be redeemed, the\nTrustee will select the Securities of such series for redemption on a pro rata\nbasis, by lot or by such other method as the Trustee deems appropriate and fair.\nNo Securities of $1,000 or less will be redeemed in part.\n\n     For the purposes above:\n\n     \"Comparable Treasury Issue\" means the United States Treasury security\nselected by the Quotation Agent as having a maturity comparable to the Remaining\nLife that would be utilized, at\n\n\n\n\n\nthe time of selection, and in accordance with customary financial practice, in\npricing new issues of corporate debt securities of comparable maturity with the\nRemaining Life.\n\n     \"Comparable Treasury Price\" means, with respect to any Redemption Date, the\naverage of the three Reference Treasury Dealer Quotations for such Redemption\nDate.\n\n     \"Quotation Agent\" means the Reference Treasury Dealers.\n\n     \"Reference Treasury Dealer\" means each of Banc of America Securities LLC,\nDeutsche Bank Securities Inc. and J.P. Morgan Securities Inc., and their\nrespective successors; provided, however, that if any of the foregoing shall\ncease to be a primary U.S. Government securities dealer in The City of New York\n(a \"Primary Treasury Dealer\"), the Company shall substitute therefor another\nPrimary Treasury Dealer.\n\n     \"Reference Treasury Dealer Quotations\" means, with respect to each\nReference Treasury Dealer and any Redemption Date, the average, as determined by\nthe Trustee, of the bid and asked prices for the Comparable Treasury Issue\n(expressed in each case as a percentage of its principal amount) quoted in\nwriting to the Trustee by each Reference Treasury Dealer at 5:00 p.m., New York\nCity time, on the third Business Day preceding the Redemption Date.\n\n     \"Treasury Rate\" means, with respect to any Redemption Date, the rate per\nyear equal to the semiannual equivalent yield to maturity of the Comparable\nTreasury Issue, assuming a price for the Comparable Treasury Issue (expressed as\na percentage of its principal amount) equal to the Comparable Treasury Price for\nthe Redemption Date.\n\n     Subject to certain exceptions and limitations set forth below, the Company\nwill pay to the Holder of any Security that is a United States Alien (as defined\nbelow), as additional interest, such additional amounts (\"Additional Amounts\")\nas may be necessary in order that every net payment on such Security (including\npayment of the principal of and interest on such Security) by the Company or the\nCompany's specified Paying Agent, after deduction or withholding for or on\naccount of any present or future tax, assessment or other governmental charge\nimposed upon or as a result of such payment by the United States (or any\npolitical subdivision or taxing authority thereof or therein), will not be less\nthan the amount provided in such Security to be then due and payable. However,\nthe Company's obligation to pay Additional Amounts will not apply to:\n\n     (1) any tax, assessment or other governmental charge that would not have\nbeen so imposed but for:\n\n\n     o    the existence of any present or former connection between such Holder\n          or beneficial owner of such Security (or between a fiduciary, settlor\n          or beneficiary of, or a person holding a power over, such Holder, if\n          such Holder is an estate or a trust, or a member or shareholder of\n          such Holder, if such Holder is a partnership or corporation) and the\n          United States or any political subdivision or taxing authority thereof\n          or therein, including, without limitation, such Holder (or such\n          fiduciary, settlor, beneficiary, person holding a power, member or\n          shareholder) being or having been a citizen or resident of the United\n\n\n\n\n\n\n          States or treated as a resident thereof or being or having been\n          engaged in a trade or business or present therein or having or having\n          had a permanent establishment therein; or\n\n     o    such Holder's or beneficial owner's past or present status as a\n          personal holding company, passive foreign investment company, foreign\n          personal holding company, foreign private foundation or other foreign\n          tax-exempt organization with respect to the United States, controlled\n          foreign corporation for United States tax purposes or corporation that\n          accumulates earnings to avoid United States federal income tax;\n\n     (2)  any estate, inheritance, gift, excise, sales, transfer, wealth or\n          personal property tax or any similar tax, assessment or other\n          governmental charge;\n\n     (3)  any tax, assessment or other governmental charge that would not have\n          been imposed but for the presentation by the Holder of a Security for\n          payment more than 30 days after the date on which such payment became\n          due and payable or the date on which payment thereof was duly provided\n          for, whichever occurred later;\n\n     (4)  any tax, assessment or other governmental charge that is payable\n          otherwise than by withholding from a payment on a Security;\n\n     (5)  any tax, assessment or other governmental charge required to be\n          withheld by any Paying Agent from a payment on a Security, if such\n          payment can be made without such withholding by any other Paying\n          Agent;\n\n     (6)  any tax, assessment or other governmental charge that would not have\n          been imposed but for a failure to comply with applicable\n          certification, information, documentation, identification or other\n          reporting requirements concerning the nationality, residence, identity\n          or connection with the United States of the Holder or beneficial owner\n          of a Security if such compliance is required by statute or regulation\n          of the United States or an applicable tax treaty to which the United\n          States is a party as precondition to relief or exemption from such\n          tax, assessment or other governmental charge;\n\n     (7)  any tax, assessment or other governmental charge imposed on a Holder\n          that actually or constructively owns 10% or more of the combined\n          voting power of all classes of stock of the Company;\n\n     (8)  any tax, assessment or governmental charge that would not have been\n          imposed or withheld but for an election by the Holder the effect of\n          which is to make the payment of the principal of, or interest (or any\n          other amount) on, a Security by the Company or a Paying Agent subject\n          to United States federal income tax; or\n\n     (9)  any combination of items (1), (2), (3), (4), (5), (6), (7) and (8).\n\n         In addition, the Company shall not be required to pay Additional\nAmounts on any Security to a Holder that is a fiduciary or partnership or other\nthan the sole beneficial owner of such payment to the extent a beneficiary or\nsettlor with respect to such fiduciary or a member of such partnership or a\n\n\n\n\n\nbeneficial owner would not have been entitled to Additional Amounts (or payment\nof Additional Amounts would not have been necessary) had such beneficiary,\nsettlor, member or beneficial owner been the Holder of such Security.\n\n     For the purposes above:\n\n     \"United States Alien\" means any Person who, for United States federal\nincome tax purposes, is a foreign corporation, a non-resident alien individual,\na non-resident alien fiduciary of a foreign estate or trust, or a foreign\npartnership, one or more of the members of which is, for United States federal\nincome tax purposes, a foreign corporation, a non-resident alien individual or a\nnon-resident alien fiduciary, of a foreign estate or trust.\n\n     \"United States\" or \"U.S.\" means the United States of America (including the\nStates and the District of Columbia) and its territories, its possessions and\nother areas subject to its jurisdiction.\n\n     At its option, the Company may redeem, as a whole, but not in part, the\nSecurities on not fewer than 30 nor more than 60 days' prior notice to the\nHolder of record at a Redemption Price equal to 100% of the principal amount of\nthe Securities being redeemed, together with interest accrued to the Redemption\nDate, if either of the following occurs:\n\n     (1)  as a result of any change in, or amendment to, the laws (or any\n          regulations or rulings promulgated thereunder) of the United States\n          (or any political subdivision or taxing authority thereof or therein),\n          or any change in the official application (including a ruling by a\n          court of competent jurisdiction in the United States) or\n          interpretation of such laws, regulations or rulings, which change or\n          amendment is announced or becomes effective on or after the\n          consummation of this offering, the Company becomes or will become\n          obligated to pay Additional Amounts;\" or\n\n     (2)  any act is taken by a taxing authority of the United States on or\n          after the consummation of the offering of the Securities, whether or\n          not such act is taken with respect to the Company or any Affiliate,\n          which results in a substantial likelihood that the Company will or may\n          be required to pay any Additional Amounts.\n\n     However, in order to redeem the Securities pursuant to this provision the\nCompany will be required to determine, in the Company's business judgment, that\nthe obligation to pay such Additional Amounts cannot be avoided by the use of\ncommercially reasonable measures available to the Company, not including\nsubstitution of the obligor under the Securities or any action that would entail\na material cost to the Company. The Company may not redeem unless it shall have\nreceived an opinion of counsel to the effect that because of an act taken by a\ntaxing authority of the United States (as discussed above) such an act results\nin a substantial likelihood that the Company will or may be required to pay\nAdditional Amounts described above and the Company shall have delivered to the\nTrustee a certificate, signed by a duly authorized officer, stating that based\non such opinion the Company is entitled to redeem the Securities pursuant to\ntheir terms.\n\n\n\n\n\n     Unless the Company defaults in the payment of the Redemption Price, no\ninterest will accrue on the Securities called for redemption for the period from\nand after the Redemption Date.\n\n     In the event of redemption of this Security in part only, a new Security or\nSecurities of this series and of like tenor for the unredeemed portion hereof\nwill be issued in the name of the Holder hereof upon the cancellation hereof.\n\n     The Indenture contains provisions, which will apply to the Securities, for\ndefeasance and covenant defeasance and Events of Default with respect to this\nSecurity, in each case upon compliance with certain conditions set forth in the\nIndenture.\n\n     If an Event of Default with respect to Securities of this series shall\noccur and be continuing, the principal of the Securities of this series may be\ndeclared due and payable in the manner and with the effect provided in the\nIndenture.\n\n     The Indenture permits, with certain exceptions as therein provided, the\namendment thereof and the modification of the rights and obligations of the\nCompany and the rights of the Holders of the Securities of each series to be\naffected under the Indenture at any time by the Company and the Trustee with the\nconsent of the Holders of more than 50% in aggregate principal amount of the\nSecurities at the time Outstanding of each series to be affected. The Indenture\nalso contains provisions permitting the Holders of specified percentages in\nprincipal amount of the Securities of each series at the time Outstanding, on\nbehalf of the Holders of all Securities of such series, to waive compliance by\nthe Company with certain provisions of the Indenture and certain past defaults\nunder the Indenture and their consequences. Any such consent or waiver by the\nHolder of this Security shall be conclusive and binding upon such Holder and\nupon all future Holders of this Security and of any Security issued upon the\nregistration of transfer hereof or in exchange herefor or in lieu hereof,\nwhether or not notation of such consent or waiver is made upon this Security.\n\n     As provided in and subject to the provisions of the Indenture, the Holder\nof this Security shall not have the right to institute any proceeding with\nrespect to the Indenture or for the appointment of a receiver or Trustee or for\nany other remedy thereunder, unless such Holder shall have previously given the\nTrustee written notice of a continuing Event of Default with respect to the\nSecurities of this series, the Holders of not less than 25% in principal amount\nof the Securities of this series at the time Outstanding shall have made written\nrequest to the Trustee to institute proceedings in respect of such Event of\nDefault as Trustee and offered the Trustee reasonable indemnity, and the Trustee\nshall not have received from the Holders of a majority in principal amount of\nSecurities of this series at the time Outstanding a direction inconsistent with\nsuch request, and shall have failed to institute any such proceeding, for 60\ndays after receipt of such notice, request and offer of indemnity. The foregoing\nshall not apply to any suit instituted by the Holder of this Security for the\nenforcement of any payment of principal hereof or any premium or interest hereon\non or after the respective due dates expressed herein.\n\n     No reference herein to the Indenture and no provision of this Security or\nof the Indenture shall alter or impair the obligation of the Company, which is\nabsolute and unconditional, to pay the\n\n\n\n\n\nprincipal of and any premium and interest on this Security at the times, place\nand rate, and in the coin or currency, herein prescribed.\n\n     The Securities of this series are issuable only in registered form without\ncoupons in denominations of $1,000 and any integral multiple thereof.\n\n     This Security shall be deemed to be a contract made under the laws of the\nState of New York, and for all purposes shall be construed in accordance with\nand governed by the laws of said State, without regard to conflict of laws\nprinciples thereof.\n\n     All terms used in this Security that are defined in the Indenture shall\nhave the meanings assigned to them in the Indenture.\n\n\n\n\n\n                                   ASSIGNMENT\n\n\nFOR VALUE RECEIVED the undersigned             PLEASE INSERT SOCIAL SECURITY OR\nhereby sells, assigns and transfers unto:      OTHER IDENTIFYING NUMBER OF\n                                               ASSIGNEE:\n                                                        -----------------------\n\n\n-------------------------------------------------------------------------------\n\n-------------------------------------------------------------------------------\n(Please print or typewrite name and address including postal zip code of\n assignee)\n\n\n-------------------------------------------------------------------------------\nthe within Global Security of HEWLETT-PACKARD COMPANY and all rights hereunder,\nhereby irrevocably constituting and appointing\n\n-----------------------------------------------------------------------attorney\nto transfer said Global Security on the books of the within-named Company, with\nfull power of substitution in the premises.\n\n\nDated:\n      ----------------\n\n                                      SIGN HERE\n                                               ----------------------------\n                                               NOTICE: THE SIGNATURE TO THIS\n                                               ASSIGNMENT MUST CORRESPOND\n                                               WITH THE NAME AS WRITTEN\n                                               UPON THE FACE OF THE WITHIN\n                                               INSTRUMENT IN EVERY PARTICULAR,\n                                               WITHOUT ALTERATION OR ENLARGEMENT\n                                               OR ANY CHANGE WHATEVER.\n\n                                               SIGNATURE GUARANTEED\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7770],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9560,9568],"class_list":["post-40860","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hewlett-packard-co","corporate_contracts_industries-technology__hardware","corporate_contracts_types-finance","corporate_contracts_types-finance__note"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40860","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40860"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40860"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40860"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40860"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}