Exhibit 4.1
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS
SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR
IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“DTC”) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
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
6.125% Global Notes due March 1,
2014
CUSIP No. 428236 AT 0
Hewlett-Packard Company, a
corporation duly organized and existing under the laws of Delaware
(herein called the “Company,” which term includes any
successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum of
[ ]
Dollars
($[ ])
or such other amount indicated on the Schedule of Exchange of
Global Notes attached hereto on March 1, 2014 (if such date is
not a Business Day, payment of principal, premium, if any, and
interest for the Securities will be paid on the next Business Day);
provided, however, that no interest on that payment will accrue
from and after March 1, 2014, and to pay interest thereon from
December 5, 2008, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for,
semi-annually on March 1 and September 1 in each year,
commencing March 1, 2009, at the rate of 6.125% per annum,
until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which
shall be the fifteenth day (whether or not a Business Day), next
preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders
of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more
fully provided in said Indenture. Interest on the Security
shall be computed on the basis of a 360-day year of twelve 30-day
months, and for any period shorter than a full six-month interest
period, on the basis of the actual days elapsed in such
period.
So long as all of the Securities of
this series are represented by Global Securities, the principal of,
premium, if any, and interest, if any, on this Global Security
shall be paid in same day funds to the Depositary, or to such name
or entity as is requested by an authorized representative of the
Depositary. If at any time the Securities of this series are
no longer represented by the Global Securities and are issued in
definitive form (“Certificated Securities”), then the
principal of, premium, if any, and interest, if any, on each
Certificated Security at Maturity shall be paid to the Holder upon
surrender of such Certificated Security at the office or agency
maintained by the Company in the Borough of Manhattan, The City of
New York (which shall initially be the principal corporate trust
office of The Bank of New York Mellon Trust Company, N.A., as
Trustee) or at such other place or places as may be designated in
or pursuant to the Indenture, provided that such
Certificated Security is surrendered to the
Trustee, acting as Paying Agent, in time for the Paying Agent to
make such payments in such funds in accordance with its normal
procedures. Payments of interest with respect to Certificated
Securities other than at Maturity may, at the option of the
Company, be made by check mailed to the address of the Person
entitled thereto as it appears on the Security Register on the
relevant Regular or Special Record Date or by wire transfer in same
day funds to such account as may have been appropriately designated
to the Paying Agent by such Person in writing not later than such
relevant Regular or Special Record Date.
Reference is hereby made to the
further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of
authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has
caused
