{"id":40846,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/officer-s-cerificate-pursuant-to-indenture.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"officer-s-cerificate-pursuant-to-indenture","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/officer-s-cerificate-pursuant-to-indenture.html","title":{"rendered":"Officer&#8217;s Cerificate Pursuant to Indenture"},"content":{"rendered":"<pre>\n                             HEWLETT-PACKARD COMPANY\n\n                        OFFICERS' CERTIFICATE PURSUANT TO\n                          SECTION 301 OF THE INDENTURE\n\n                                  JUNE 26, 2002\n\n     We, Ann O. Baskins and Charles N. Charnas do hereby certify that we are the\nduly appointed Senior Vice President, General Counsel and Secretary and\nAssistant Secretary, respectively, of Hewlett-Packard Company, a Delaware\ncorporation (the \"COMPANY\"). We further certify, pursuant to resolutions of the\nExecutive Committee of the Board of Directors of the Company adopted on February\n25, 2002 and on June 17, 2002, respectively (copies of which are attached hereto\nas EXHIBITS A-1 AND A-2), that pursuant to Section 301 of the Senior Indenture,\ndated as of June 1, 2000 (the \"INDENTURE\") between the Company and J.P. Morgan\nTrust Company, National Association (formerly known as Chase Manhattan Bank and\nTrust Company, National Association), as Trustee, two series of debt securities\nof the Company are hereby established, with the following terms and provisions:\n\n     1. The title of each such series of Securities shall be, respectively, the\n\"5.50% Global Notes due July 1, 2007\" (the \"2007 GLOBAL NOTES\") and the \"6.50%\nGlobal Notes due July 1, 2012\" (the \"2012 GLOBAL NOTES\") (collectively, the\n\"GLOBAL NOTES\").\n\n     2. The aggregate principal amount of the 2007 Global Notes that may be\nauthenticated and delivered under the Indenture shall be $1,000,000,000 and the\naggregate principal amount of the 2012 Global Notes that may be authenticated\nand delivered under the Indenture shall be $500,000,000 (except for Global Notes\nauthenticated and delivered upon registration of, transfer of, or in exchange\nfor, or in lieu of, other Global Notes pursuant to Sections 304, 305, 306, 906\nand 1107 of the Indenture, and except for any Global Notes which, pursuant to\nSection 303 of the Indenture, shall be deemed never to have been authenticated\nand delivered thereunder).\n\n     3. The price at which the 2007 Global Notes shall be issued to the public\nis 99.800% and the price at which the 2012 Global Notes shall be issued to the\npublic is 99.955%.\n\n     4. Interest on the Global Notes shall be payable to the Persons in whose\nnames the Global Notes (or one or more Predecessor Securities) are registered at\nthe close of business on the Regular Record Date for such interest.\n\n     5. The Stated Maturity of the 2007 Global Notes on which the principal\nthereof is due and payable is July 1, 2007 and the Stated Maturity of the 2012\nGlobal Notes on which the principal thereof is due and payable is July 1, 2012.\n\n     6. The 2007 Global Notes shall bear interest at 5.50% per annum and the\n2012 Global Notes shall bear interest at 6.50% per annum, both from June 26,\n2002, or from the most recent Interest Payment Date to which interest has been\npaid or duly provided for, payable semiannually on January 1 and July 1 of each\nyear (each, an \"INTEREST PAYMENT DATE\"), commencing January 1, 2003, to the\nPerson in whose name such Global Notes (or one or more Predecessor Securities)\nare\n\n\n\n\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,\nimmediately preceding such Interest Payment Date. Interest on each series of\nGlobal Notes shall be calculated on the basis of a 360-day year of twelve 30-day\nmonths.\n\n     7. The rate or rates of interest, if any, payable on overdue installments\nof principal of, or any premium or interest on, the 2007 Global Notes shall be\n5.50% per annum and the rate or rates of interest, if any, payable on overdue\ninstallments of principal of, or any premium or interest on, the 2012 Global\nNotes shall be 6.50% per annum.\n\n     8. Each series of Global Notes shall be issued in the form of one or more\nGlobal Securities (the \"GLOBAL SECURITIES\"). So long as either series of Global\nNotes shall be issued in whole in the form of the Global Securities, the\nprincipal of, premium, if any, and interest, if any, on a series of Global Notes\nshall be paid in immediately available funds to the Depositary or a nominee of\nthe Depositary. If at any time any series of Global Notes 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 or agency\nmaintained by the Company in the Borough of Manhattan, The City of New York\n(which shall initially be the office of J.P. Morgan Trust Company, National\nAssociation, the Trustee), provided that such Certificated Security is\nsurrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent\nto make such payments in such funds in accordance with its normal procedures.\nPayments of interest with respect to Certificated Securities other than at\nMaturity may, at the option of the Company, be made by check mailed to the\naddress of the Person entitled thereto as it appears on the Security Register on\nthe relevant Regular or Special Record Date or by wire transfer in same day\nfunds to such account as may have been appropriately designated to the Paying\nAgent by such Person in writing not later than such relevant Regular or Special\nRecord Date. Each payment of principal, premium, if any, and interest, if any,\nshall be made in such coin or currency of the United States of America as at the\ntime of payment is legal tender for payment of public and private debts.\nTransfer of the Global Notes shall be registrable on the Securities Register\nupon the surrender of the Global Notes for registration of transfer at the\noffice or agency maintained by the Company in the Borough of Manhattan, The City\nof New York (which shall initially be the office of J.P. Morgan Trust Company,\nNational Association, the Trustee).\n\n     9. Either series of Global Notes is subject to redemption at the option of\nthe Company (an \"OPTIONAL REDEMPTION\") and redeemable at the option of the\nCompany in the event of tax events (a \"REDEMPTION FOR TAX PURPOSES\").\n\n     (a)  OPTIONAL REDEMPTION. The Company will have the right to redeem each of\n          the 2007 Global Notes and the 2012 Global Notes, in whole or in part\n          at any time, on at least 30 days but no more than 60 days prior\n          written notice (a) mailed to the registered holders of the series of\n          Global Notes to be redeemed and (b) published in accordance with the\n          rules of the Luxembourg Stock Exchange. The redemption price will be\n          equal to the greater of (1) 100%\n\n                                      -2-\n\n\n\n          of the principal amount of the applicable series of Global Notes to be\n          redeemed or (2) the sum, as determined by the Quotation Agent (as\n          defined below), of the present value of the principal amount of the\n          applicable Global Notes to be redeemed and the remaining scheduled\n          payments of interest thereon from the redemption date to the maturity\n          date (the \"REMAINING LIFE\") discounted from the scheduled payment\n          dates to the redemption date on a semiannual basis (assuming a 360-day\n          year consisting of twelve 30-day months) at the Treasury Rate (as\n          defined below) plus 25 basis points in the case of the 2007 Global\n          Notes and 30 basis points in the case of the 2012 Global Notes, plus\n          accrued and unpaid interest on the principal amount being redeemed to\n          the redemption date.\n\n               If money sufficient to pay the redemption price of and accrued\n          interest on the series of Global Notes (or portions thereof) to be\n          redeemed on the redemption date is deposited with the Trustee or\n          Paying Agent on or before the redemption date and certain other\n          conditions are satisfied, then on and after the redemption date,\n          interest will cease to accrue on such Global Notes (or such portion\n          thereof) called for redemption and such Global Notes will cease to be\n          outstanding. If any redemption date is not a business day, the Company\n          will pay the redemption price on the next business day without any\n          interest or other payment due to the delay.\n\n               If fewer than all of the Global Notes of a series are to be\n          redeemed, the Trustee will select the Global Notes of such series for\n          redemption on a pro rata basis, by lot or by such other method as the\n          Trustee deems appropriate and fair. No Global Notes of $1,000 or less\n          will be redeemed in part.\n\n               For the purposes above:\n\n               \"Comparable Treasury Issue\" means the United States Treasury\n          security selected by the Quotation Agent as having a maturity\n          comparable to the Remaining Life that would be utilized, at the time\n          of selection, and in accordance with customary financial practice, in\n          pricing new issues of corporate debt securities of comparable maturity\n          with the Remaining Life.\n\n               \"Comparable Treasury Price\" means, with respect to any redemption\n          date, the average of the three Reference Treasury Dealer Quotations\n          for such redemption date.\n\n               \"Quotation Agent\" means the Reference Treasury Dealers.\n\n               \"Reference Treasury Dealer\" means each of Banc of America\n          Securities LLC, Deutsche Bank Securities Inc. and J.P. Morgan\n          Securities Inc., and their respective successors; provided, however,\n          that if any of the foregoing shall cease to be a primary U.S.\n          Government securities dealer in The City of New York (a \"PRIMARY\n          TREASURY DEALER\"), the Company shall substitute therefor another\n          Primary Treasury Dealer.\n\n\n                                      -3-\n\n\n\n\n               \"Reference Treasury Dealer Quotations\" means, with respect to\n          each Reference Treasury Dealer and any redemption date, the average,\n          as determined by the Trustee, of the bid and asked prices for the\n          Comparable Treasury Issue (expressed in each case as a percentage of\n          its principal amount) quoted in writing to the Trustee by each\n          Reference Treasury Dealer at 5:00 p.m., New York City time, on the\n          third business day preceding the redemption date.\n\n               \"Treasury Rate\" means, with respect to any redemption date, the\n          rate per year equal to the semiannual equivalent yield to maturity of\n          the Comparable Treasury Issue, assuming a price for the Comparable\n          Treasury Issue (expressed as a percentage of its principal amount)\n          equal to the Comparable Treasury Price for the redemption date.\n\n\n               (b) REDEMPTION FOR TAX PURPOSES. The Company may, at its option,\n          redeem, as a whole, but not in part, the 2007 Global Notes or the 2012\n          Global Notes on not fewer than 30 nor more than 60 days' prior notice\n          to the holder of record at a redemption price equal to 100% of the\n          principal amount of the Global Notes being redeemed, together with\n          interest accrued to the redemption date, if either of the following\n          occurs:\n\n                    (1) as a result of any change in, or amendment to, the laws\n               (or any regulations or rulings promulgated thereunder) of the\n               United States (or any political subdivision or taxing authority\n               thereof or therein), or any change in the official application\n               (including a ruling by a court of competent jurisdiction in the\n               United States) or interpretation of such laws, regulations or\n               rulings, which change or amendment is announced or becomes\n               effective on or after the consummation of this offering, the\n               Company becomes or will become obligated to pay additional\n               amounts as described below under Section 25(a) \"Payment of\n               Additional Amounts;\" or\n\n                    (2) any act is taken by a taxing authority of the United\n               States on or after the consummation of this offering, whether or\n               not such act is taken with respect to the Company or any\n               affiliate, that results in a substantial likelihood that the\n               Company will or may be required to pay such additional amounts.\n\n               However, in order to redeem a series of Global Notes pursuant to\n          this provision the Company will be required to determine, in the\n          Company's business judgment, that the obligation to pay such\n          additional amounts cannot be avoided by the use of commercially\n          reasonable measures available to the Company, not including\n          substitution of the obligor under the applicable series of Global\n          Notes or any action that would entail a material cost to the Company.\n          The Company may not redeem unless it shall have received an opinion of\n          counsel to the effect that because of an act taken by a taxing\n          authority of the United States (as discussed above) such an act\n          results in a substantial likelihood that the Company will or may be\n          required to pay additional amounts described above and the Company\n          shall have delivered to the Trustee a certificate, signed by a duly\n          authorized officer, stating that based on such opinion the Company are\n          entitled to redeem the applicable series of Global Notes pursuant to\n          their terms.\n\n\n                                      -4-\n\n\n\n\n\n     10. Neither series of Global Notes is subject to any sinking fund or\nanalogous provisions. Neither series of Global Notes will be redeemable at the\noption of the Holder thereof prior to Maturity.\n\n     11. The Global Notes shall be issuable only in denominations of $1,000 and\nany integral multiple thereof.\n\n     12. Except as otherwise provided herein, the amount of payments of\nprincipal of, or any premium or interest on, either series of Global Notes may\nnot be determined with reference to an index, formula or other method.\n\n     13. The Global Notes may be purchased only in currency of the United States\nand payment of principal of, premium, if any, and interest on the Global Notes\nwill only be made in currency of the United States.\n\n     14. The payment of principal of, premium, if any, or interest on either\nseries of Global Notes will not be payable at the option of the Company or the\nHolder in any currency or currency units other than in the currency of the\nUnited States.\n\n     15. One hundred percent (100%) of the principal amount of either series of\nGlobal Notes will be payable upon declaration of acceleration of the Maturity of\nsuch series pursuant to Section 502 of the Indenture.\n\n     16. The aggregate principal amount payable at Stated Maturity of the 2007\nGlobal Notes is $1,000,000,000 and the aggregate principal amount payable at\nStated Maturity of the 2012 Global Notes is $500,000,000.\n\n     17. The defeasance and covenant defeasance provisions of Article Thirteen\nof the Indenture will apply to both series Global Notes.\n\n     18. Neither series of Global Notes may be converted into other securities\nor property.\n\n     19. The Depositary for the Global Notes shall be The Depository Trust\nCompany, a New York Corporation (\"DTC\"). Each series of Global Notes will be\nrepresented by one or more Global Securities registered in the name of DTC or\nCede &amp; Co., as a nominee of DTC. Except as set forth in Section 305 of the\nIndenture, such Global Securities may be transferred, in whole and not in part,\nonly to DTC or another nominee of DTC.\n\n     20. There are no Events of Default with respect to either series of Global\nNotes that are in addition to the Events of Default contained in the Indenture.\n\n     21. The Trustee will also act as the Security Registrar and the Paying\nAgent, and for so long as either series of Global Notes is listed on the\nLuxembourg Stock Exchange, J.P. Morgan Bank\n\n                                      -5-\n\n\n\nLuxembourg S.A., 5 Rue Plaetis, Luxembourg, L-2338, will act as Paying Agent in\nLuxembourg with respect to both series of Global Notes.\n\n     22. Neither series of Global Notes is subject to any guarantee with respect\nto the payments of principal, premium, if any, or interest.\n\n     23. Both series of Global Notes are unsecured.\n\n     24. Sections 1008 and 1009 of the Indenture will apply to each series of\nGlobal Notes without variation.\n\n     25. The following are additional provisions with respect to the each series\nof Global Notes:\n\n          (a) PAYMENT OF ADDITIONAL AMOUNTS. The Company will, subject to\n     certain exceptions and limitations set forth below, pay to the holder of\n     any 2007 Global Note or 2012 Global Note that is a United States Alien (as\n     defined below), as additional interest, such additional amounts as may be\n     necessary in order that every net payment on such Global Note (including\n     payment of the principal of and interest on such Global Note) by the\n     Company or the Company's specified Paying Agent, after deduction or\n     withholding for or on account of any present or future tax, assessment or\n     other governmental charge imposed upon or as a result of such payment by\n     the United States (or any political subdivision or taxing authority thereof\n     or therein), will not be less than the amount provided in such Global Note\n     to be then due and payable. However, the Company's obligation to pay\n     additional amounts will not apply to:\n\n               (1) any tax, assessment or other governmental charge that would\n          not have been so imposed but for:\n\n                   o    the existence of any present or former connection\n                        between such holder or beneficial owner of such Global\n                        Note (or between a fiduciary, settlor or beneficiary of,\n                        or a person holding a power over, such holder, if such\n                        holder is an estate or a trust, or a member or\n                        shareholder of such holder, if such holder is a\n                        partnership or corporation) and the United States or any\n                        political subdivision or taxing authority thereof or\n                        therein, including, without limitation, such holder (or\n                        such fiduciary, settlor, beneficiary, person holding a\n                        power, member or shareholder) being or having been a\n                        citizen or resident of the United States or treated as a\n                        resident thereof or being or having been engaged in a\n                        trade or business or present therein or having or having\n                        had a permanent establishment therein; or\n\n\n                                      -6-\n\n\n\n                   o    such holder's or beneficial owner's past or present\n                        status as a personal holding company, passive foreign\n                        investment company, foreign personal holding company,\n                        foreign private foundation or other foreign tax-exempt\n                        organization with respect to the United States,\n                        controlled foreign corporation for United States tax\n                        purposes or corporation that accumulates earnings to\n                        avoid United States federal income tax;\n\n               (2) any estate, inheritance, gift, excise, sales, transfer,\n          wealth or personal property tax or any similar tax, assessment or\n          other governmental charge;\n\n               (3) any tax, assessment or other governmental charge that would\n          not have been imposed but for the presentation by the holder of a\n          Global Note for payment more than 30 days after the date on which such\n          payment became due and payable or the date on which payment thereof\n          was duly provided for, whichever occurred later;\n\n               (4) any tax, assessment or other governmental charge that is\n          payable otherwise than by withholding from a payment on a Global Note;\n\n               (5) any tax, assessment or other governmental charge required to\n          be withheld by any Paying Agent from a payment on a Global Note, if\n          such 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\n          not have 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 Global Note if such compliance is required by statute or\n          regulation of the United States or an applicable tax treaty to which\n          the United States is a party as precondition to relief or exemption\n          from such tax, assessment or other governmental charge;\n\n               (7) any tax, assessment or other governmental charge imposed on a\n          holder that actually or constructively owns 10% or more of the\n          combined voting power of all classes of stock of the Company;\n\n               (8) any tax, assessment or governmental charge that would not\n          have been imposed or withheld but for an election by the holder the\n          effect of which is to make the payment of the principal of, or\n          interest (or any other amount) on, a Global Note by the Company or a\n          paying agent subject to United States federal income tax; or\n\n               (9) any combination of items (1), (2), (3), (4), (5), (6), (7)\n          and (8).\n\n\n                                      -7-\n\n\n\n\n\n               In addition, the Company shall not be required to pay additional\n          amounts on any 2007 Global Note or 2012 Global Note to a holder that\n          is a fiduciary or partnership or other than the sole beneficial owner\n          of such payment to the extent a beneficiary or settlor with respect to\n          such fiduciary or a member of such partnership or a beneficial owner\n          would not have been entitled to additional amounts (or payment of\n          additional amounts would not have been necessary) had such\n          beneficiary, settlor, member or beneficial owner been the holder of\n          such Global Note.\n\n               For the purposes above:\n\n               \"United States Alien\" means any person who, for United States\n          federal income tax purposes, is a foreign corporation, a non-resident\n          alien individual, a non-resident alien fiduciary of a foreign estate\n          or trust, or a foreign partnership, one or more of the members of\n          which is, for United States federal income tax purposes, a foreign\n          corporation, a non-resident alien individual or a non-resident alien\n          fiduciary, of a foreign estate or trust.\n\n               \"United States\" or \"U.S.\" means the United States of America\n          (including the States and the District of Columbia) and its\n          territories, its possessions and other areas subject to its\n          jurisdiction.\n\n               (b) LUXEMBOURG STOCK EXCHANGE. So long as a series of Global\n          Notes is listed on the Luxembourg Stock Exchange, the following\n          provisions will be applicable to such series of Global Notes:\n\n                    (1) notices with respect to such series of Global Notes\n               shall be published in a daily newspaper of general circulation in\n               Luxembourg, which is expected to be the LUXEMBOURG WORT, to the\n               extent such publication is required by the Exchange; and\n\n                    (2) the Company will maintain a Paying Agent in Luxembourg\n               as specified in Section 21 above, and any change in the Paying\n               Agent and transfer agent will be published in Luxembourg as\n               specified in (1) above to the extent such publication is required\n               by the Exchange.\n\n     In rendering this Officers' Certificate, each of undersigned has read the\nIndenture, including Sections 102, 201, 301 and 303 thereof, and has made such\nexaminations and investigations which, in his or her opinion, are necessary to\nenable such person to express an informed opinion as to whether all covenants\nand conditions required under the Indenture to be complied with or satisfied in\nconnection with the Trustee's authentication and delivery of the Global Notes,\nhave been complied with or satisfied, and, in such person's opinion, all such\ncovenants and conditions have been complied with and satisfied.\n\n     Attached hereto as EXHIBIT B-1 AND B-2 are the forms of Global Security for\neach of the 2007 Global Notes and the 2012 Global Notes. We further approve all\nof the terms and conditions set forth on or referred to in the attached forms of\nGlobal Security. In the event that Certificated\n\n\n                                      -8-\n\n\n\nSecurities are issued in exchange for a Global Security, the form of certificate\nevidencing the Certificated Security shall be in substantially the form of the\napplicable attached Global Security, with such grammatical and other changes as\nare necessary to evidence the Certificated Securities in definitive form rather\nthan as Global Securities.\n\n     Capitalized terms used herein that are not otherwise defined herein shall\nhave the meanings assigned to them in the Indenture.\n\n\n\n                [Remainder of this page intentionally left blank]\n\n\n\n                                      -9-\n\n\n\n\n\n\n\n\n     IN WITNESS WHEREOF, the undersigned have executed this certificate as of\nthe date first written above.\n\n\n\n                                               HEWLETT-PACKARD COMPANY\n\n\n\n                                               By:\n                                                  -----------------------------\n                                                  Ann O. Baskins\n                                                  Senior Vice President, General\n                                                  Counsel and Secretary\n\n                                               By:\n                                                  -----------------------------\n                                                  Charles N. Charnas\n                                                  Assistant Secretary\n\n\n\n\n\n\n\n\n\n\n\n              [Signature page to Section 301 Officers' Certificate]\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":[9553,9554],"class_list":["post-40846","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hewlett-packard-co","corporate_contracts_industries-technology__hardware","corporate_contracts_types-corporate","corporate_contracts_types-corporate__cert"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40846","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=40846"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40846"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40846"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40846"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}