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Exhibit 4(b)
Hewlett-Packard Company
Issuer,
and
Chase Trust Company of California, N.A.
Trustee
Liquid Yield Option-TM- Notes due 2017
(Zero Coupon - Subordinated)
-----------------------
SUPPLEMENTAL INDENTURE
Dated as of March 16, 2000
To
INDENTURE
Dated as of October 14, 1997
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SUPPLEMENTAL INDENTURE, dated as of March 16, 2000, between
Hewlett-Packard Company, a California corporation ("COMPANY"), and Chase Trust
Company of California, N.A., as trustee (the "TRUSTEE").
WHEREAS, the Company and the Trustee have heretofore entered into that
certain Indenture, dated as of October 14, 1997 (the "INDENTURE"), providing for
the issuance of the Company's Liquid Yield Option-TM- Notes due 2017 (Zero
Coupon - Subordinated);
WHEREAS, the two-year period after which Securityholders who are not
affiliated with the Company and have not been affiliated with the Company for a
period of three months may resell the Securities only in reliance on Rule 144(k)
under the Securities Act ("Rule 144(k)") has elapsed (provided that two years
has elapsed since the securities were acquired from the Company or an affiliate
of the Company) and the Company and the Trustee desire to amend the Indenture in
order to permit Securityholders who hold Securities in restricted form, and who
are not affiliates of the Company and have not been affiliates of the Company
for a period of at least three months and otherwise meet the requirements of
Rule 144(k), to exchange such Securities for Securities in unrestricted form;
WHEREAS, the Company and the Trustee desire to further amend the
Indenture in order to permit Securityholders who are not affiliates of the
Company and have not been affiliates of the Company for a period of at least
three months and otherwise meet the requirements of Rule 144(k), to obtain upon
conversion of the Securities shares of Common Stock which do not bear
restrictive legends; and
WHEREAS, Section 9.01(4) of the Indenture provides that the Company and
the Trustee may amend the Indenture without the consent of any Securityholder in
order to make any change that does not materially adversely affect the rights of
any Securityholder.
Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's Liquid Yield
Option-TM- Notes due 2017 (Zero Coupon - Subordinated):
ARTICLE I.
DEFINITIONS
Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.
ARTICLE II.
SECURITIES
SECTION 2.01. AMENDMENT TO SECTION 2.11(f). Section 2.11(f) of the
Indenture is hereby amended by adding the following paragraph (iv) immediately
after paragraph (iii):
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(iv) Upon the expiration of two years after the original date
of issuance of the Securities, and upon delivery by the Company to the
Trustee of a letter of instruction in form and substance reasonably
satisfactory to the Trustee and the Company and a memorandum from
Counsel to the Company in form and substance reasonably satisfactory to
the Company:
(A) in the case of a Transfer Restricted Security
that is a Certificated Security, the Registrar shall permit the Holder
thereof to exchange such Transfer Restricted Security for a
Certificated Security that does not bear the legend set forth in
paragraph (i) above and is identified by the CUSIP number for an
unrestricted Security and shall rescind any restriction on the transfer
of such Transfer Restricted Security upon receipt of a certification
from the transferring Holder substantially in the form of Exhibit B-6
hereto; and
(B) in the case of a Transfer Restricted Security
represented by a global Security, the Registrar shall permit the Holder
thereof to exchange such Transfer Restricted Security for a global
Security that does not bear the legend set forth in paragraph (i) above
and is identified by the CUSIP number for an unrestricted Security and
shall rescind any restriction on the transfer of such Transfer
Restricted Security upon receipt of a certification from the
transferring Holder substantially in the form of Exhibit B-7 hereto.
SECTION 2.02. AMENDMENT TO SECTION 2.06. Section 2.06 of the Indenture
is hereby amended by adding the following paragraph (e) immediately
after paragraph (d):
(c) If shares of Common Stock are issued upon the conversion
of Securities, or if a request is made to remove the Legend on shares
of Common Stock, the Common Stock so issued shall bear the Legend, or
the Legend shall not be removed, as the case may be, unless there is
delivered to the Company and the Registrar such satisfactory evidence
as may be reasonably required by the Company and the Registrar, which
may include a certification from the Securityholder substantially in
the form of Exhibit B-8 hereto, that neither the Legend nor the
restrictions on transfer set forth therein are required to ensure that
transfers thereof comply with the provisions of Rule 144A, Rule 144 or
Regulation S under the Securities Act or that such Common Stock is not
"restricted" within the meaning of Rule 144 under the Securities Act.
Upon (i) provision of such satisfactory evidence, or (ii) notification
by the Company to the Trustee and Registrar of effectiveness of a
registration statement with respect to the Common Stock, the Trustee,
at the direction of the Company, shall authenticate and deliver Common
Stock that does not bear the Legend. If a Legend is removed from the
face of the Common Stock and the Common Stock is subsequently held by
an Affiliate of the Company, the Legend shall be reinstated.
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ARTICLE III.
MISCELLANEOUS
SECTION 3.01. TRUST INDENTURE ACT CONTROLS. If any provision of this
Supplemental Indenture limits, qualifies or conflicts with another provision
which is required to be included in the Indenture by the TIA, the provision
required by the TIA shall control.
SECTION 3.02. SEPARABILITY CLAUSE. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
SECTION 3.03. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
SECTION 3.04. SUCCESSORS. All agreements of the Company in this
Supplemental Indenture shall bind its successor. All agreements of the
Trustee in this Supplemental Indenture shall bind its successor.
SECTION 3.05. MULTIPLE ORIGINALS. The parties may sign any number
of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed
copy is enough to prove this Indenture.
SECTION 3.06. AMENDMENT OF INDENTURE. Except as expressly supplemented
by this Supplemental Indenture, the Indenture, the Securities and the charge and
obligation created thereby are in all respects ratified and confirmed and all of
the rights, remedies, terms, conditions, covenants and agreements of the
Indenture and the Securities issued thereunder shall remain in full force and
effect.
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IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Supplemental Indenture on behalf of the respective parties hereto
as of the date first above written.
HEWLETT-PACKARD COMPANY
By: /s/ Charles N. Charnas
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Title: Charles N. Charnas
Assistant Secretary
CHASE TRUST COMPANY OF CALIFORNIA, N.A.
By: /s/ Cecil A. Bobey
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Title: Asistant Vice President
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EXHIBIT B-6
CERTIFICATE FOR EXCHANGE OF CERTIFICATED SECURITIES IN RESTRICTED FORM
FOR CERTIFICATE SECURITIES IN UNRESTRICTED FORM
Chase Trust Company of California, N.A.
101 California Street, Suite 2725
San Francisco, California 94111
Re: $1,800,000,000 LIQUID YIELD OPTION-TM- NOTES DUE 2017 (ZERO
COUPON -- SUBORDINATED) OF HEWLETT-PACKARD COMPANY ("LYONS-TM-")
Reference is hereby made to the Indenture, dated as of October 14,
1997, as amended (the "Indenture"), between Hewlett-Packard Company (the
"Company") and Chase Trust Company of California, N.A., as trustee.
Capitalized terms used but not defined herein shall have the meanings given
to them in the Indenture.
This letter relates to $______________ principal amount of
Securities which are evidenced by one or more Certificated Securities (CUSIP
No. _____________) held in the name of _______________________________ (the
"Holder"). The Holder hereby requests that the Securities be exchanged for
Certificated Securities under CUSIP No. 428236AC7 bearing no restrictive
legends prohibiting their sale or other disposition absent registration under
the Securities Act of 1933, as amended, or a valid exemption thereunder, for
the Holder's own account, without transfer.
In connection with this request, the Holder hereby certifies that
either (i) it is the sole beneficial owner of such Securities or (ii) it is
acting on behalf of all of the beneficial owners of such Securities and is
duly authorized by them to do so.
In connection with such exchange, the Holder hereby certifies that a
period of at least two years has elapsed since such Securities were acquired
from the Company or an affiliate of the Company, whichever is later, and that
the beneficial owner(s) is(are) not, and during the preceding three months
has(have) not been, an affiliate(s) of the Company. The Holder also
acknowledges that any further transfer of the Securities must comply with all
applicable securities laws of the United States and other jurisdictions.
This request and the statements contained herein are made for your
benefit and the benefit of the Company and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, the initial purchaser of such
Securities being exchanged.
Date: Print Name:
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By:
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Name:
Title:
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EXHIBIT B-7
CERTIFICATE FOR EXCHANGE OF GLOBAL SECURITIES IN RESTRICTED FORM
FOR GLOBAL SECURITIES IN UNRESTRICTED FORM
Chase Trust Company of California, N.A.
101 California Street, Suite 2725
San Francisco, California 94111
Re: $1,800,000,000 LIQUID YIELD OPTION-TM- NOTES DUE 2017 (ZERO
COUPON -- SUBORDINATED) OF HEWLETT-PACKARD COMPANY ("LYONS-TM-")
Reference is hereby made to the Indenture, dated as of October 14,
1997, as amended (the "Indenture"), between Hewlett-Packard Company (the
"Company") and Chase Trust Company of California, N.A., as trustee.
Capitalized terms used but not defined herein shall have the meanings given
to them in the Indenture.
This letter relates to $______________ principal amount of
Securities which are evidenced by one or more Restricted Global Securities
(CUSIP No. _____________) and held with the Depositary in the name of
_______________________________ (the "Holder"). The Holder hereby requests
that the Securities be exchanged for global Securities under CUSIP No.
428236AC7 bearing no restrictive legends prohibiting their sale or other
disposition absent registration under the Securities Act of 1933, as amended,
or a valid exemption thereunder, for the Holder's own account, without
transfer.
In connection with this request, the Holder hereby certifies that
either (i) it is the sole beneficial owner of such Securities or (ii) it is
acting on behalf of all of the beneficial owners of such Securities and is
duly authorized by them to do so.
In connection with such exchange, the Holder hereby certifies that a
period of at least two years has elapsed since such Securities were acquired
from the Company or an affiliate of the Company, whichever is later, and that
the beneficial owner(s) is(are) not, and during the preceding three months
has(have) not been, an affiliate(s) of the Company. The Holder also
acknowledges that any further transfer of the Securities must comply with all
applicable securities laws of the United States and other jurisdictions.
This request and the statements contained herein are made for your
benefit and the benefit of the Company and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, the initial purchaser of such
Securities being exchanged.
Date: Print Name:
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By:
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Name:
Title:
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EXHIBIT B-8
CERTIFICATE OF REPRESENTATIONS IN CONNECTION WITH
CONVERSION OF SECURITIES OR REQUEST FOR REMOVAL OF LEGENDS
Chase Trust Company of California, N.A.
101 California Street, Suite 2725
San Francisco, California 94111
Re: $1,800,000,000 LIQUID YIELD OPTION-TM- NOTES DUE 2017 (ZERO
COUPON -- SUBORDINATED) OF HEWLETT-PACKARD COMPANY ("LYONS-TM-")
Reference is hereby made to the Indenture, dated as of October 14,
1997, as amended (the "Indenture"), between Hewlett-Packard Company (the
"Company") and Chase Trust Company of California, N.A., as trustee.
Capitalized terms used but not defined herein shall have the meanings given
to them in the Indenture.
This letter relates to _____________________ shares of Common Stock
being issued to or held in the name of _______________________________ (the
"Holder") as a result of the conversion of Securities. The Holder hereby
requests that the Common Stock be issued or exchanged for shares of Common
Stock bearing no restrictive legends prohibiting their sale or other
disposition absent registration under the Securities Act of 1933, as amended,
or a valid exemption thereunder, for the Holder's own account, without
transfer.
In connection with this request, the Holder hereby certifies that
either (i) it is the sole beneficial owner of such Common Stock or (ii) it is
acting on behalf of all of the beneficial owners of such Common Stock and is
duly authorized by them to do so.
In connection with such exchange, the Holder hereby certifies that a
period of at least two years has elapsed since the Securities were acquired
from the Company or an affiliate of the Company, whichever is later, and that
the beneficial owner(s) is(are) not, and during the preceding three months
has(have) not been, an affiliate(s) of the Company. The Holder also
acknowledges that any further transfer of the shares of Common Stock must
comply with all applicable securities laws of the United States and other
jurisdictions.
This request and the statements contained herein are made for your
benefit and the benefit of the Company and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, the initial purchaser of the
Securities.
Date: Print Name:
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By:
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Name:
Title:
