exv4wg






Exhibit 4(g)




[Face of Subordinated Note]




     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 requested by an authorized representative of DTC (and any payment is made to Cede &
Co. or 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.



			
	 
	CUSIP NO. _______________
	 	PRINCIPAL AMOUNT: $__________________
	CLEARSTREAM COMMON CODE _______________	 	 
	ISIN ____________	 	 
	REGISTERED NO. ______	 	 






HUTCHINSON TECHNOLOGY INCORPORATED




______% Subordinated Notes Due _________



     HUTCHINSON TECHNOLOGY INCORPORATED, a corporation duly organized and existing under the
laws of the State of Minnesota (hereinafter called the “Company,” which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to
pay to CEDE & Co., or registered assigns, the principal sum of _________($_________)
on _________ and to pay interest thereon from _________ or from the most recent
Interest Payment Date to which interest has been paid or duly provided for semi-annually on
_________ and _________ of each year, commencing _________, at the rate of _________% 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 the
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
(whether or not a Business Day, as defined below) next preceding such Interest Payment Date. The
Regular Record Date for an Interest Payment Date shall be the fifteenth calendar day prior to such
Interest Payment Date. If an Interest Payment Date is not a Business Day, interest on this
Security shall be payable on the next day that is a Business Day, with the same force and effect as
if made on such Interest Payment Date, and without any interest or other payment with respect to
the delay. “Business Day” as used hereinabove is a day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions are authorized or required by law
or regulation to close in New York, New York.



     Any interest not 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 the Indenture.




     Payment of interest on this Security will be made in immediately available funds at the office
or agency of the Company maintained for that purpose in the City of __________________ 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; provided, however, that, at the option of the Company, payment of
interest may be paid by check mailed to the Person entitled thereto at such Person’s last address
as it appears in the Security Register or by wire transfer to such account as may have been
designated by such Person. Payment of principal of and interest on this Security at Maturity will
be made against presentation of this Security at the office or agency of the Company maintained for
that purpose in the City of _________. Notwithstanding the foregoing, for so long as this
Security is a Global Security registered in the name of the Depositary, payments of principal and
interest on this Security will be made to the Depositary by wire transfer of immediately available
funds.



     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 or its duly authorized agent under the Indenture referred
to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


DATED: _______________




	 	 	 	 	 
	 	HUTCHINSON TECHNOLOGY INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Its: 	 	 
	 
	 	Attest: 	 	 
	 	 	Name: 	 	 
	 	 	Its: 	 	 	 
	 	 	 
	 



TRUSTEE’S CERTIFICATE OF

AUTHENTICATION

This is one of the Securities of the

series designated therein referred to

in the within-mentioned Indenture.




	 	 	 	 	 

	
	 	 	, 	 
	as Trustee	 	 
		 	 
	By:
	 	 	 	 
	 

	 	Authorized Signature 

	 	 
		 	 
	 

	 	OR	 	 
		 	 
	

	 	 

	, 	 
	as Authenticating Agent for the Trustee	 	 
		 	 
	By:
	 	 	 	 
	 

	 	Authorized Signature 

	 	 
		 	 






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[Reverse of Subordinated Note]




HUTCHINSON TECHNOLOGY INCORPORATED




______% Subordinated Notes Due _________



     This Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series under an indenture dated as
of _________, as amended or supplemented from time to time (herein called the “Indenture”),
between the Company and _________, 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, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and
of the terms upon which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, limited in aggregate principal amount
to $_________; provided, however, that the Company may, so long as no Event of Default has
occurred and is continuing, without the consent of the Holders of the Securities of this series,
issue additional Securities with the same terms as the Securities of this series, and such
additional Securities shall be considered part of the same series under the Indenture as the
Securities of this series.



     The Securities of this series are not subject to redemption at the option of the Company or
repayment at the option of the Holder hereof prior to _________. The Securities of this
series will not be entitled to any sinking fund.



     The indebtedness evidenced by this Security is, to the extent and in the manner set forth in
the Indenture, subordinate and subject in right of payment to the prior payment in full of the
principal of and premium, if any, and interest on all Senior Debt of the Company, and the Holder of
this Security, by accepting the same, agrees to and shall be bound by the provisions of the
Indenture with respect thereto.



     If an Event of Default, as defined in the Indenture, with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of the Securities at the
time Outstanding of all series to be affected, acting together. The Indenture also contains
provisions permitting the Holders of a majority in principal amount of the Securities of all series
at the time



4









 




Outstanding affected by certain provisions of the Indenture, acting together, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company with those provisions
of the Indenture. Certain past defaults under the Indenture and their consequences may be waived
under the Indenture by the Holders of a majority in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of such series. 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.




     The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness on
this Security and (b) certain restrictive covenants and certain Events of Default, upon compliance
by the Company with certain conditions set forth therein, which provisions apply to this Security.



     Upon due presentment for registration of transfer of this Security at the office or agency of
the Company in the City of __________________, a new Security or Securities of this series in
authorized denominations for an equal aggregate principal amount will be issued to the transferee
in exchange herefor, as provided in the Indenture and subject to the limitations provided therein
and to the limitations described below, without charge except for any tax or other governmental
charge imposed in connection therewith.



     This Security is exchangeable for definitive Securities in registered form only if (x) the
Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this
Security or if at any time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and a qualified successor depositary is not appointed
within 90 days after the Company receives such notice or becomes aware of such ineligibility, (y)
the Company in its sole discretion determines that this Security shall be exchangeable for
definitive Securities in registered form or elects to terminate the book-entry system through the
Depositary and notifies the Trustee thereof or (z) an Event of Default with respect to the
Securities represented hereby has occurred and is continuing. If this Security is exchangeable
pursuant to the preceding sentence, it shall be exchangeable for definitive Securities in
registered form, bearing interest at the same rate, having the same date of issuance, redemption
provisions, Stated Maturity Date and other terms and of authorized denominations aggregating a like
amount.



     This Security may not be transferred except 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
or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such
successor. Except as provided above, owners of beneficial interests in this global Security will
not be entitled to receive physical delivery of Securities in definitive form and will not be
considered the Holders hereof for any purpose under the Indenture.



     Subject to the rights of holders of Senior Debt of the Company set forth in this Security and
the Indenture referred to above, no reference herein to the Indenture and no provision of this
Security or the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed, except as otherwise provided in this Security
and except that



5









 




in the event the Company deposits money or Eligible Instruments as provided in Articles 4 and 15 of
the Indenture, such payments will be made only from proceeds of such money or Eligible Instruments.




     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     No recourse shall be had for the payment of the principal of or the interest on this Security,
or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and released.



     All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture unless otherwise defined in this Security.



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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) and transfer(s) unto



Please Insert Social Security or

Other Identifying Number of Assignee




	 	 	 

	 


	 	 






 





 





 




(Please print or type name and address including postal zip code of Assignee)
















 







the within Security of HUTCHINSON TECHNOLOGY INCORPORATED and does hereby irrevocably
constitute and appoint _________ attorney to transfer the said Security 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.




	 	 	 	 	 
	 	 	 
	 	
Signature Guarantee
 	 
	 	 	 
	 	 	 
	 




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