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EXHIBIT 4.3
HEWLETT-PACKARD COMPANY
OFFICERS' CERTIFICATE PURSUANT TO
SECTION 301 OF THE INDENTURE
JUNE 9, 2000
Ann O. Baskins and Charles N. Charnas do hereby certify that we are
the duly appointed Vice President, General Counsel and Secretary and Senior
Managing Counsel and Assistant Secretary, respectively, of Hewlett-Packard
Company, a Delaware corporation. We further certify, pursuant to resolutions
of the Executive Committee of the Board of Directors of the Company and the
Debt Subcommittee of the Company adopted on February 11, 2000 and June 6,
2000, respectively (copies of which are attached hereto as Exhibits A-1 and
A-2), that pursuant to Section 301 of the Indenture, dated as of June 1, 2000
(the "Indenture") between the Company and Chase Manhattan Bank and Trust
Company, National Association, as Trustee, a series of debt securities of the
Company is hereby established, with the following terms and provisions:
1. The title of such series of Securities shall be the "7.15% Global
Notes due June 15, 2005" (the "Notes").
2. The aggregate principal amount of the Notes that may be authenticated
and delivered under the Indenture shall be $1,500,000,000 (except for Notes
authenticated and delivered upon registration of, transfer of, or in exchange
for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906 and
1107 of the Indenture, and except for any Notes which, pursuant to Section
303 of the Indenture, shall be deemed never to have been authenticated and
delivered thereunder).
3. The price at which the Notes shall be issued by the Company to the
public is 99.666%.
4. Interest on the Notes shall be payable to the Persons in whose names
the Notes (or one or more Predecessor Securities) are registered at the close
of business on the Regular Record Date for such interest.
5. The Stated Maturity of the Notes on which the principal thereof is
due and payable is June 15, 2005.
6. The Notes shall bear interest at 7.15% per annum from June 9, 2000,
or from the most recent Interest Payment Date to which interest has been paid
or duly provided for, payable semiannually on June 15 and December 15 of each
year (each, an "Interest Payment Date"), commencing December 15, 2000, to the
Person in whose name the Note (or one or more Predecessor Securities) are
registered at the close of business on the Regular Record Date for such
interest, which shall be June 1 or December 1 (as the case may be), whether
or not a Business Day, immediately
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preceding such Interest Payment Date. Interest on the Notes shall be
calculated on the basis of a 360-day year of twelve 30-day months.
7. The rate or rates of interest, if any, payable on overdue
installments of principal of, or any premium or interest on, the Notes shall
be 7.15% per annum.
8. The Notes shall be issued in the form of four Global Notes (the
"Global Notes"). So long as the Notes shall be issued in whole in the form of
the Global Notes, the principal of, premium, if any, and interest, if any, on
the Notes shall be paid in immediately available funds to the Depositary or a
nominee of the Depositary. If at any time the Notes are no longer represented
by the Global Notes and are issued in definitive form ("Certificated Notes"),
then the principal of, premium, if any, and interest, if any, on each
Certificated Note at Maturity shall be paid to the Holder upon surrender of
such Certificated Note at the office or agency maintained by the Company in
the Borough of Manhattan, The City of New York (which shall initially be the
office of Chase Manhattan Bank and Trust Company, National Association, the
Trustee), provided that such Certificated Note 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 Notes 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 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 Record Date. Each payment of principal,
premium, if any, and interest, if any, shall be made 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. Transfer of the Notes shall be
registrable on the Securities Register upon the surrender of the Notes for
registration of transfer at the office or agency maintained by the Company in
the Borough of Manhattan, The City of New York (which shall initially be the
office of Chase Manhattan Bank and Trust Company, National Association, the
Trustee).
9. The Notes are subject to redemption at the option of the Company (an
"Optional Redemption") and redeemable at the option of the Company in the event
of tax events (a "Redemption For Tax Purposes").
(a) OPTIONAL REDEMPTION. The Company will have the right to redeem the
Note, in whole or in part at any time, on at least 30 days but no more than
60 days prior written notice mailed to the registered Holders of the Notes
to be redeemed. The Redemption Price will be equal to the greater of (1)
100% of the principal amount of the Notes to be redeemed and (2) the sum as
determined by the Quotation Agent (as defined below), of the present value
of the principal amount of the Notes to be redeemed and the remaining
scheduled payments of interest thereon from the Redemption Date to the
maturity date (the "Remaining Life") discounted from the scheduled payment
dates to the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as
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defined below) plus 12.5 basis points, plus accrued and unpaid interest
on the principal amount being redeemed to the Redemption Date.
If money sufficient to pay the Redemption Price of and accrued
interest on the Notes (or portions thereof) to be redeemed on the
Redemption Date is deposited with the Trustee or paying agent on or before
the Redemption Date and the conditions set forth in Article 11 of the
Indenture are satisfied, then on and after the Redemption Date, interest
will cease to accrue on such Notes (or such portion thereof) called for
redemption. If any Redemption Date is not a Business Day, the Company will
pay the Redemption Price on the next Business Day without any interest or
other payment due to the delay.
If less than all of the Notes of a series are to be redeemed, the
Trustee will select the Notes for redemption on a pro rata basis, by lot or
by such other method as the Trustee deems appropriate and fair. No Notes of
$1,000 or less will be redeemed in part.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the
Remaining Life that would be utilized, at the time of selection, and in
accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity with the Remaining Life.
"Comparable Treasury Price" means, with respect to any Redemption
Date, the average of two Reference Treasury Dealer Quotations for such
Redemption Date.
"Quotation Agent" means the Reference Treasury Dealers.
"Reference Treasury Dealer" means each of Credit Suisse First Boston
Corporation and Salomon Smith Barney Inc., and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a Primary Treasury
Dealer), the Company shall substitute therefor another Primary Treasury
Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by the Reference Treasury Dealer
at 5:00 p.m., New York City time, on the third Business Day preceding the
Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue,
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assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury
Price for the Redemption Date.
(b) REDEMPTION FOR TAX PURPOSES. The Company may, at its option,
redeem, as a whole, but not in part, the Notes on not less than 30 nor more
than 60 days' prior notice to the Holder of record at a Redemption Price
equal to 100% of their principal amount, together with interest accrued to
the Redemption Date if either of the following occurs:
(1) as a result of any change in, or amendment to, the laws (or
any regulations or rulings promulgated thereunder) of the United
States (or any political subdivision or taxing authority thereof or
therein), or any change in the official application (including a
ruling by a court of competent jurisdiction in the United States) or
interpretation of such laws, regulations or rulings, which change or
amendment is announced or becomes effective on or after the
consummation of this offering, the Company becomes or will become
obligated to pay Additional Amounts (as defined in Section 25 below)
as described below under Section 25 of " Payment of Additional
Amounts;" or
(2) any act is taken by a taxing authority of the United States
on or after the consummation of this offering, whether or not such act
is taken with respect to the Company or any affiliate, that results in
a substantial likelihood that the Company will or may be required to
pay such Additional Amounts.
However, in order to redeem the Notes pursuant to this provision the
Company will be required to determine, in its business judgment, that the
obligation to pay such Additional Amounts cannot be avoided by the use of
commercially reasonable measures available to the Company, not including
substitution of the obligor under the Notes or any action that would entail
a material cost to the Company. The Company may not redeem unless the
Company shall have received an opinion of counsel to the effect that
because of an act taken by a taxing authority of the United States (as
discussed above) such an act results in a substantial likelihood that the
Company will or may be required to pay Additional Amounts described above
and the Company shall have delivered to the Trustee a certificate, signed
by a duly authorized officer, stating that based on such opinion the
Company is entitled to redeem the Notes pursuant to their terms.
10. The Notes are not subject to any sinking fund or analogous provisions.
The Notes will not be redeemable at the option of the Holder thereof prior to
Maturity.
11. The Notes shall be issuable only in denominations of $1,000 and any
integral multiple thereof.
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12. Except as stated in Section 8 above, the amount of payments of
principal of, or any premium or interest on, any Notes may not be determined
with reference to an index, formula or other method.
13. The Notes may be purchased only in currency of the United States and
payment of principal of, premium, if any, and interest on the Notes will only
be made in currency of the United States.
14. The payment of principal of, premium, if any, or interest on the
Notes will not be payable at the option of the Company or the Holder in any
currency or currency units other than in the currency of the United States.
15. One hundred percent (100%) of the principal amount of the Notes will
be payable upon declaration of acceleration of the Maturity thereof pursuant
to Section 502 of the Indenture.
16. The principal amount payable at Stated Maturity of the Notes is $1,000.
17. The defeasance and covenant defeasance provisions of Article
Thirteen of the Indenture will apply to the Notes.
18. The Notes may not be converted into other securities or property.
19. The Depositary for the Global Note shall be The Depository Trust
Company, a New York Corporation ("DTC"). The Notes will be represented by one
Global Note registered in the name of DTC or CEDE & Co., as a nominee of DTC.
Except as set forth in Section 305 of the Indenture, such Global Note may be
transferred, in whole and not in part, only to Depositary or another nominee
of Depositary.
20. There are no Events of Default with respect to the Notes that are in
addition to the Events of Default contained in the Indenture.
21. The Trustee will also act as the Security Registrar and the Paying
Agent, and for so long as the Notes are listed on the Luxembourg Stock
Exchange, The Chase Manhattan Bank, 5 Rue Plaetis, P.O. Box 240, Luxembourg,
L-2012, will act as Paying Agent in Luxembourg with respect to the Notes.
22. The Notes are not subject to any guarantee with respect to the
payments of principal, premium, if any, or interest.
23. The Notes are unsecured.
24. Sections 1008 and 1009 of the Indenture will apply to the Notes
without variation.
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25. The following are additional provisions with respect to the Notes:
(a) PAYMENT OF ADDITIONAL AMOUNTS. The Company will, subject to
certain exceptions and limitations set forth below, pay to the Holder of
any 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 the
Company's 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 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 status
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,
wealth or personal property tax or any similar tax, assessment or
other governmental charge;
(3) any tax, assessment or other governmental charge that would
not have been imposed but for the presentation by the Holder of a 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 a 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 a 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 a Note if such compliance is required by statute or regulation of
the United States or by an 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 of the
combined voting power of all classes of stock of the Company;
(8) any tax, assessment or 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 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 (or any other amount) on, a 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 a 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
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the District of Columbia) and its territories, its possessions and other
areas subject to its jurisdiction.
(b) LUXEMBOURG STOCK EXCHANGE. So long as the Notes are listed on the
Luxembourg Stock Exchange, the following provisions will be applicable to
the Notes:
(1) notices with respect to the Notes shall be published in a
daily newspaper of general circulation in Luxembourg, which is
expected to be the LUXEMBOURG WORT, to the extent such publication is
required by the Exchange; and
(2) the Company will maintain a Paying Agent in Luxembourg as
specified in Section 21 above, and any change in the Paying Agent will
be published in Luxembourg as specified in (1) above to the extent
such publication is required by the Exchange.
In rendering this Officers' Certificate, each of undersigned has read the
Indenture, including Sections 102, 201, 301 and 303 thereof, and has made such
examinations and investigations which, in his or her opinion, are necessary to
enable such person to express an informed opinion as to whether all covenants
and conditions required under the Indenture to be complied with or satisfied in
connection with the Trustee's authentication and delivery of the Notes, have
been complied with or satisfied, and, in such person's opinion, all such
covenants and conditions have been complied with and satisfied.
Attached hereto as EXHIBITS B is the form of Global Note (the "Global
Securities"). We further approve all of the terms and conditions set forth on or
referred to in the attached forms of Global Securities. In the event that
Certificated Notes (the "Certificated Securities") are issued in exchange for a
Global Security, the form of certificate evidencing the Certificated Security
shall be in substantially the form of the attached Global Security, with such
grammatical and other changes as are necessary to evidence the Securities in
definitive form rather than as Global Securities.
Capitalized terms used herein that are not otherwise defined herein shall
have the meanings assigned to them in the Indenture.
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IN WITNESS WHEREOF, the undersigned have executed this certificate as
of the date set forth above.
HEWLETT-PACKARD COMPANY
By: /s/ Ann O. Baskins
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Ann O. Baskins
Vice President, General Counsel
and Secretary
By: /s/ Charles N. Charnas
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Charles N. Charnas
Senior Managing Counsel and
Assistant Secretary
