EXHIBIT 4.2
HEWLETT-PACKARD COMPANY
Debt Securities
UNDERWRITING AGREEMENT
To the Representatives named in SCHEDULE I hereto
of the Underwriters named in SCHEDULE II hereto
Ladies and Gentlemen:
Hewlett-Packard Company, a Delaware corporation (the "Company"), proposes
to sell to the underwriters named in SCHEDULE II hereto (the "Underwriters"),
for whom you are acting as representatives (the "Representatives"), the
principal amount of its Securities identified in SCHEDULE I hereto (the
"Securities"), to be issued under an Indenture to be dated as of June 6, 2000
(the "Indenture"), between the Company and Chase Manhattan Bank and Trust
Company, National Association, as trustee (the "Trustee"). If the firm or firms
listed in SCHEDULE II hereto include only the firm or firms listed in SCHEDULE I
hereto, then the terms "Underwriters" and "Representatives", as used herein
shall each be deemed to refer to such firm or firms.
1. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to,
and agrees with each Underwriter that:
(a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933 (the "Act") and has filed with the Securities and
Exchange Commission (the "Commission") a registration statement or statements
(the file number or numbers of which is or are set forth in SCHEDULE I hereto),
including a related preliminary prospectus, on such Form for the registration
under the Act of the offering and sale of the Securities. The Company may have
filed one or more amendments thereto, including the related preliminary
prospectus, and may have filed a preliminary prospectus in accordance with Rules
415 and 424(b), each of which has previously been furnished to you (if so
filed). The Company will next file with the Commission one of the following: (i)
prior to effectiveness of such registration statement, a further amendment
thereto, including the form of final prospectus, (ii) after the Effective Date
of such registration statement, a final prospectus in accordance with Rules 430A
and 424(b)(1) or (4), or (iii) a final prospectus in accordance with Rules 415
and 424(b)(2) or (5). In the case of clause (ii), the Company has included in
such registration statement or statements, as amended at the Effective Date, all
information (other than Rule 430A Information) required by the Act and the rules
thereunder to be included in the Prospectus with respect to the Securities and
the offering thereof. As filed, such amendment and form of final prospectus, or
such final prospectus, shall include all Rule 430A Information and, except to
the extent the Representatives shall agree in writing to a modification, shall
be in all substantive respects in the form furnished to you prior to the
Execution Time or, to the extent not completed at the Execution Time, shall
contain only such specific additional information
and other changes (beyond that contained in the latest Preliminary Prospectus)
as the Company has advised you, prior to the Execution Time, will be included
or made therein. The Registration Statement, at the Execution Time, meets the
requirements set forth in Rule 415(a)(1)(x).
The terms which follow, when used in this Agreement, shall have the
meanings indicated. The term the "Effective Date" shall mean each date that the
Registration Statement and any post-effective amendment or amendments thereto
became or become effective. "Execution Time" shall mean the date and time that
this Agreement is executed and delivered by the parties hereto. "Preliminary
Prospectus" shall mean any preliminary prospectus referred to in the preceding
paragraph and any preliminary prospectus included in the Registration Statement
at the Effective Date that omits Rule 430A Information. "Prospectus" shall mean
the prospectus relating to the Securities that is first filed pursuant to Rule
424(b) after the Execution Time or, if no filing pursuant to Rule 424(b) is
required, shall mean the form of final prospectus included in the Registration
Statement at the Effective Date. "Registration Statement" shall mean the
registration statement or statements referred to in the preceding paragraph,
including such portions of incorporated documents as are specifically
incorporated by reference, exhibits and financial statements, in the form in
which it or they has or have or shall become effective and, in the event any
post-effective amendment thereto becomes effective prior to the Closing Date (as
hereinafter defined), shall also mean such registration statement or statements
as so amended. Such term shall include Rule 430A Information deemed to be
included therein at the Effective Date as provided by Rule 430A. "Rule 415",
"Rule 424", "Rule 430A" and "Regulation S-K" refer to such rules under the Act.
"Rule 430A Information" means information with respect to the Securities and the
offering thereof permitted to be omitted from the Registration Statement when it
becomes effective pursuant to Rule 430A. Any reference herein to the
Registration Statement, a Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include such portions of documents as are specifically
incorporated by reference therein pursuant to Item 12 of Form S-3 which were
filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or
before the Effective Date of the Registration Statement or the date of such
Preliminary Prospectus or the Prospectus, as the case may be; and any reference
herein to the terms "amend", "amendment" or "supplement" with respect to the
Registration Statement, any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include the filing of an document under the Exchange Act
after the Effective Date of the Registration Statement, or the date of any
Preliminary Prospectus or the Prospectus, as the case may be, deemed to be
incorporated therein by reference.
(b) On the Effective Date, the Registration Statement did or will, and
when the Prospectus is first filed (if required) in accordance with Rule 424(b)
and on the Closing Date, the Prospectus (and any supplement thereto) will,
comply in all material respects with the applicable requirements of the Act and
the rules thereunder; on the Effective Date and on the Closing Date the
Indenture did or will comply in all material respects with the requirements of
the Trust Indenture Act of 1939 (the "Trust Indenture Act") and the rules
thereunder; on the Effective Date, the Registration Statement did not or will
not contain any untrue statement of a material fact required to be stated
therein or necessary in order to make the statements therein not misleading;
and, on the Effective Date, the Prospectus, if not filed pursuant to Rule
424(b), did not or will not, and on the date of any filing pursuant to Rule
424(b) and on the Closing Date, the Prospectus (together with any
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supplement thereto) will not, include any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that the Company makes no representations or
warranties as to (i) that part of the Registration Statement which shall
constitute the Statement of Eligibility and Qualification (Form T-1) under the
Trust Indenture Act of the Trustee or (ii) the information contained in or
omitted from the Registration Statement or the Prospectus (or any supplement
thereto) in reliance upon and in conformity with information furnished in
writing to the Company by or on behalf of any Underwriter through the
Representatives specifically for inclusion in connection with the preparation of
the Registration Statement or the Prospectus (or any supplement thereto).
(c) The Indenture has been duly authorized, executed and delivered by
the Company, has been duly qualified under the Trust Indenture Act, and
constitutes a legal, valid and binding obligation enforceable against the
Company in accordance with its terms (subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, arrangement, moratorium
and other similar laws relating to or affecting the rights and remedies of
creditors generally from time to time in effect, and subject to general
principles of equity, regardless of whether such enforceability is considered in
a proceeding in equity or at law, and subject to limitations on rights to
indemnification and contribution under applicable law or equitable principles);
and the Securities have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture and delivered
to and paid for by the Underwriters pursuant to this Agreement, will constitute
legal, valid and binding obligations of the Company entitled to the benefits of
the Indenture (subject to applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, arrangement, moratorium and other similar laws
relating to or affecting the rights and remedies of creditors generally from
time to time in effect, and subject to general principles of equity, regardless
of whether such enforceability is considered in a proceeding in equity or at
law, and subject to limitations on rights to indemnification and contribution
under applicable law or equitable principles);
(d) none of the issue and sale of the Securities, the consummation of
any other of the transactions herein contemplated or the fulfillment of the
terms hereof will conflict with, result in a breach of, or constitute a
default under, (i) the charter or by-laws of the Company or (ii) the terms of
any material indenture or other material agreement or instrument to which the
Company or its subsidiaries is a party or bound, or (iii) any decree or
regulation or order applicable to the Company of any U.S. Federal or California
or Delaware court, governmental authority or agency having jurisdiction over the
Company, except where the conflict or breach of which in clause (ii) or clause
(iii) above would not have a material adverse effect on the Company and its
subsidiaries taken as a whole.
2. PURCHASE AND SALE. Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the Company agrees to
sell to each Underwriter, and each Underwriter agrees, severally and not
jointly, to purchase from the Company, at the purchase price set forth in
SCHEDULE I hereto, the respective principal amounts of the Securities set forth
opposite each respective Underwriter's name in SCHEDULE II hereto.
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3. (a) DELIVERY AND PAYMENT. Delivery of and payment for the Securities
shall be made at the office, on the date and at the time specified in SCHEDULE I
hereto, which date and time may be postponed by agreement between the
Representatives and the Company or as provided in Section 7 hereof (such date
and time of delivery and payment for the Securities being called the "Closing
Date"). Delivery of the Securities shall be made to the Representatives for the
respective account of the several Underwriters against payment by the several
Underwriters through the Representatives of the purchase price thereof to or
upon the order of the Company by wire transfer or transfers in immediately
available funds to an account designated by the Company. The Securities shall be
delivered in definitive global form through the facilities of The Depository
Trust Company.
(b) It is understood that the several Underwriters propose to offer the
Securities for sale to the public as set forth in the Prospectus.
4. AGREEMENTS.
The Company agrees with the several Underwriters that:
(a) The Company will use its commercially reasonable efforts to cause
the Registration Statement, and any amendment thereof, if not effective at the
Execution Time, to become effective. If the Registration Statement has become or
becomes effective pursuant to Rule 430A, or filing of the Prospectus is
otherwise required under Rule 424(b), the Company will file the Prospectus,
properly completed, pursuant to the applicable paragraph of Rule 424(b) within
the time period prescribed and will provide evidence satisfactory to the
Representatives of such timely filing. The Company will promptly advise the
Representatives (i) when the Registration Statement shall have become effective
(if not already effective), (ii) when, prior to termination of the offering of
the Securities, any amendment to the Registration Statement relating to the
Securities shall have become effective (if not already effective), (iii) of any
request by the Commission for any amendment of the Registration Statement or
amendment of or supplement to the Prospectus or for any additional information,
(iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or threatening of
any proceeding for that purpose, (v) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose and (vi) when the Prospectus, and any supplement
thereto, shall have been filed (if required) by the Company. The Company will
use its commercially reasonable efforts to prevent the issuance of any such stop
order and, if issued, to obtain as soon as possible the withdrawal thereof. The
Company will not file any amendment of the Registration Statement relating to
the Securities or supplement to the Prospectus unless the Company has afforded
you the opportunity to review it prior to filing and will not file any such
proposed amendment or supplement to which you reasonably and timely object.
(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of which
the Prospectus as then amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein in the light of the circumstances under which they
were made not misleading, or if it shall be necessary to amend the Registration
Statement or supplement
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the Prospectus to comply with the Act or the rules thereunder in any material
respect, the Company will give the Representatives prompt notice of the
occurrence of such event and promptly will prepare and file with the
Commission, subject to the last sentence of paragraph (a) of this Section 4,
an amendment or supplement which will correct such statement or omission or
an amendment which will effect such compliance.
(c) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act) an
earnings statement of the Company and its subsidiaries (which need not be
audited) complying with Section 11(a) of the Act and the rules thereunder
(including, at the option of the Company, Rule 158).
(d) The Company will furnish to the Representatives and counsel for the
Underwriters, without charge, copies of the Registration Statement (including
exhibits thereto) and each amendment thereto which shall become effective on or
prior to the Closing Date (and the Company will furnish to counsel for the
Underwriters a photocopy of one signed copy of the Registration Statement
(including exhibits and amendments)) and, so long as delivery of a prospectus by
an Underwriter or dealer may be required by the Act, as many copies of any
Preliminary Prospectus and the Prospectus and any amendments thereof and
supplements thereto as the Representatives may reasonably request.
(e) The Company will take such action as the Representatives may
reasonably request to qualify the Securities for sale under the laws of
such jurisdictions as the Representatives may reasonably request, and to
maintain such qualifications in effect so long as required for the distribution
of the Securities, provided that in connection therewith the Company shall not
be required to qualify to do business in any jurisdiction or to file a consent
or otherwise subject itself to service of process or taxation in any
jurisdiction where it is not already so subject.
(f) Until the earlier of the day on which the distribution of the
Securities is completed or the business day following the Closing Date, the
Company will not, without the consent of the Representatives, offer or sell, or
announce the offering of, any debt securities covered by the Registration
Statement or any other registration statement filed under the Act which mature
more than one year after the date hereof and which are substantially similar to
such debt securities, except any proposed issuances of debt securities with
respect to which the Company has advised the Representatives in writing prior to
the execution hereof.
(g) The Company will not take, directly or indirectly, any action
intended to result in stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the Securities.
The several Underwriters agree with the Company that:
(a) The Company will pay the expenses of printing and producing all
documents relating to the offering.
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(b) The Company will pay the reasonable fees, expenses and
disbursements of outside counsel for the Company and the Trustee relating to
the offering.
(c) The Company will pay any fees of Xxxxx'x Investors Service, Inc. and
Standard & Poor's Ratings Group, a division of the XxXxxx-Xxxx Companies, Inc.
relating to the rating of the Securities.
(d) The Company will pay the fees and disbursements of
PricewaterhouseCoopers LLP relating to the preparation of the letter required by
Section 5(e) of this Agreement.
(e) The several Underwriters will pay all of their own costs and
expenses, including the fees of their counsel, transfer taxes or resale of any
of the Securities by them and any advertising expenses in connection with any
offers they make.
5. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of
the Underwriters to purchase the Securities shall be subject to the accuracy in
all material respects of the representations and warranties on the part of the
Company contained herein as of the Execution Time, as of the date of the
effectiveness of any amendment to the Registration Statement filed prior to the
Closing Date (including the filing of any document incorporated by reference
therein) and as of the Closing Date, to the accuracy in all material respects of
the statements of the Company made in any certificates delivered by the Company
pursuant to the provisions hereof, to the performance in all material respects
by the Company of its obligations hereunder and to the following additional
conditions:
(a) If filing of the Prospectus, or any supplement thereto, is required
pursuant to Rule 424(b), the Prospectus shall have been filed in the manner and
within the time period required by Rule 424(b); and no stop order suspending the
effectiveness of the Registration Statement, as amended from time to time, shall
have been issued and no proceedings for that purpose shall have been instituted
or threatened.
(b) The Company shall have furnished to the Representatives:
(i) the opinion of the General Counsel, an Assistant General
Counsel or a Senior Managing Counsel of the Company, or an outside counsel
for the Company, dated the Closing Date, substantially to the effect that:
(A) the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State of
Delaware, with full corporate power and authority to own its properties and
conduct its business as described in the Prospectus as amended or supplemented,
except where such failure would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole;
(B) the Securities conform in all material respects to the
description thereof contained in the Prospectus;
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(C) the Indenture has been duly authorized, executed and
delivered by the Company, has been duly qualified under the Trust Indenture
Act, and constitutes a legal, valid and binding obligation enforceable against
the Company in accordance with its terms (subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, arrangement, moratorium and
other similar laws relating to or affecting the rights and remedies of creditors
generally from time to time in effect, and subject to general principles of
equity, regardless of whether such enforceability is considered in a proceeding
in equity or at law, and subject to limitations on rights to indemnification and
contribution under applicable law or equitable principles); and the Securities
have been duly authorized and, when executed and authenticated in accordance
with the provisions of the Indenture and delivered to and paid for by the
Underwriters pursuant to this Agreement, will constitute legal, valid and
binding obligations of the Company entitled to the benefits of the Indenture
(subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganization, arrangement, moratorium and other similar laws relating to or
affecting the rights and remedies of creditors generally from time to time in
effect, and subject to general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law, and subject to
limitations on rights to indemnification and contribution under applicable law
or equitable principles);
(D) the Registration Statement and any amendments thereto have
become effective under the Act; any required filing of the Prospectus and
any supplement thereto pursuant to Rule 424(b) has been made in the manner and
within the time period required by Rule 424(b); to the best knowledge of such
counsel, no stop order suspending the effectiveness of the Registration
Statement, as amended, has been issued and no proceedings for that purpose have
been instituted or are pending or contemplated under the Act;
(E) this Agreement has been duly authorized, executed and
delivered by the Company;
(F) no authorization, approval or other action by, and no
notice to, consent of, order of, or filing with, any United States Federal or
California or Delaware governmental authority or agency is required for the
consummation of the transactions contemplated herein, except such as have
been obtained under the Act, the Exchange Act and the Trust Indenture Act and
such as may be required under the blue sky laws of any jurisdiction in
connection with the purchase and distribution of the Securities and such
other approvals (specified in such opinion) as have been obtained; and
(G) none of the issue and sale of the Securities, the
consummation of any other of the transactions herein contemplated or the
fulfillment of the terms hereof will conflict with, result in a breach of, or
constitute a default under, the charter or by-laws of the Company or, to such
counsel's knowledge, the terms of any Material Agreements, or any material
decree or regulation known to such counsel to be applicable to the Company of
any U.S. Federal or California or Delaware court, governmental authority or
agency having jurisdiction over the Company. "Material Agreements" means all
agreements filed as Exhibits to the Company's most
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recent Annual Report on Form 10-K pursuant to clause (10) of paragraph (b) of
Item 601 of Regulation S-K (but only such agreements that continue to be in
effect).
Such opinion shall also include a statement that such counsel has
participated in conferences with officers and other representatives of the
Company, counsel for the Company, the independent accountants of the Company and
the underwriters at which the Registration Statement, the Preliminary Prospectus
and the Prospectus and related matters were discussed and, although such counsel
is not passing upon, and does not assume any responsibility for, the accuracy,
completeness or fairness of the Registration Statement, the Prospectus or the
statements contained therein and has made no independent check or verification
thereof, on the basis of the foregoing, no facts have come to such counsel's
attention that has caused it to believe that (i) the Registration Statement and
the Prospectus (except the financial statements and the notes thereto and
financial statement schedules and other information of an accounting,
statistical or financial nature included therein, and the Statement of
Eligibility (Form T-1) included as an exhibit to the Registration Statement, as
to which such counsel need express no view) were not appropriately responsive in
all material respects with requirements of the Act and the rules thereunder and
(ii) the Registration Statement at the Effective Date contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
that the Prospectus as of its date and on the Closing Date includes any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading (in each case except for the financial statements
and the notes thereto and the financial statement schedules and other
information of an accounting, statistical or financial nature included therein,
and the Statement of Eligibility (Form T-1) included as an exhibit to the
Registration Statement, as to which such counsel need express no view).
Any of the statements described above may be omitted from the opinion of
such counsel; provided, however, that in such event the Company shall also have
furnished to the Representatives the corresponding opinion or statement of
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, counsel for the
Company, described in subsection 5(b)(ii) below.
(ii) In the event that any of the statements described in the
foregoing subsection 5(b)(i) are omitted from the opinion delivered
pursuant to such subsection, the opinion of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx,
Professional Corporation, counsel for the Company, dated the Closing Date, to
the effect of the statements so omitted.
In rendering such opinions, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the State of
California or the United States, to the extent they deem proper and specified in
such opinion, upon the opinion of other counsel of good standing whom they
believe to be reliable and who are satisfactory to counsel for the Underwriters;
and (B) as to matters of fact, to the extent they deem proper, on certificates
of responsible officers of the Company or public officials.
(c) The Representatives shall have received from Cravath, Swaine &
Xxxxx, counsel for the Underwriters, such opinion or opinions, dated the
Closing Date, with respect to the
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issuance and sale of the Securities, the Indenture, the Registration Statement,
the Prospectus and other related matters as the Representatives may
reasonably require, and the Company shall have furnished to such counsel such
documents as they reasonably request for the purpose of enabling them to pass
upon such matters.
(d) The Company shall have furnished to the Representatives a
certificate signed by an officer of the Company reasonably acceptable to the
Representatives, dated the Closing Date, to the effect:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of the
Closing Date with the same effect as if made on the Closing Date and the Company
has complied with all the agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to the Closing Date, in each case,
in all material respects, unless otherwise waived by the Representatives;
(ii) no stop order suspending the effectiveness of the Registration
Statement, as amended, has been issued and no proceedings for that purpose have
been instituted or, to the Company's knowledge, threatened; and
(iii) since the date of the most recent financial statements
included in the Prospectus, there has been no material adverse change in the
financial condition, earnings, business or properties of the Company and its
subsidiaries, taken as a whole, except as set forth in or contemplated in the
Prospectus.
(e) At the Closing Date, PricewaterhouseCoopers LLP shall have
furnished to the Representatives a letter or letters (which may refer to a
letter previously delivered to one or more of the Representatives), dated as
of the Closing Date, in form and substance reasonably satisfactory to the
Representatives, confirming that they are independent accountants within the
meaning of the Act and the Exchange Act and the respective applicable
published rules and regulations thereunder, stating in effect that:
(i) in their opinion the audited financial statements and schedules
thereto included or incorporated in the Registration Statement and the
Prospectus and reported on by them comply as to form in all material respects
with the applicable accounting requirements of the Exchange Act and the
published rules and regulations thereunder with respect to financial statements
and financial statement schedules included or incorporated in annual reports on
Form 10-K under the Exchange Act;
(ii) on the basis of performing the procedures specified by the
American Institute of Certified Public Accountants for a review of the
interim financial information as described in SAS 71, Interim Financial
Information, on the unaudited condensed interim financial statements from the
date of the latest audited balance sheet included or incorporated by reference
in the Registration Statement to the date of the latest interim balance sheet
included or incorporated by reference in the Registration Statement; carrying
out certain specified procedures on the latest interim financial data made
available by the Company and its consolidated subsidiaries (but not an
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examination in accordance with generally accepted auditing standards) which
would not necessarily reveal matters of significance with respect to the
comments set forth in such letter including; a reading of the minutes of the
meetings of the stockholders and directors of the Company of the period
subsequent to the date of the most recent financial statements incorporated in
the Registration Statement and the Prospectus, nothing came to their attention
which caused them to believe that: any unaudited interim consolidated financial
statements included or incorporated in the Registration Statement and the
Prospectus do not comply as to form in all material respects with applicable
accounting requirements of the Exchange Act and with the published rules
thereunder; and said unaudited financial statements are not stated on a basis
substantially consistent with that of the audited financial statements included
or incorporated in the Registration Statement and the Prospectus; and
(iii) they have performed certain other procedures as a result of
which they determined that the information described in a schedule to be
delivered on behalf of the Underwriters of an accounting, financial or
statistical nature (which is limited to accounting, financial or statistical
information that has been obtained from accounting records which are subject to
controls over financial reporting or which has been derived directly from such
accounting records by analysis or computation) set forth in the Registration
Statement, as amended, the Prospectus, as amended or supplemented, and in
Exhibit 12 to the Registration Statement (including selected accounting,
financial or statistical information included or incorporated in the Company's
Annual Report on Form 10-K incorporated in the Prospectus or any of the
Company's Quarterly Reports on Form l0-Q incorporated therein), agrees with
accounting records or compilations made from such accounting records which are
subject to controls over financial reporting or which has been derived directly
from such accounting records by analysis or computation.
References to the Prospectus in this paragraph (e) include any supplements
thereto at the date of the letter.
(f) Subsequent to the respective dates of which information is given in
the Registration Statement and the Prospectus (exclusive of any amendment or
supplement on or after the Expiration Time), there shall not have been (i) any
material change in the capital stock (other than upon exercise of outstanding
stock options) or any significant increase in long-term debt of the Company or
it Subsidiaries, taken as a whole, or (ii) any material adverse change, or any
development involving a prospective material adverse change, in or affecting the
financial condition, earnings, business or properties of the Company and its
subsidiaries, taken as a whole, the effect of which, in any case referred to in
clause (i) or (ii) above, is, in the judgment of the Representatives, so
material and adverse as to make it impractical or inadvisable to proceed with
the public offering or the delivery of the Securities as contemplated by the
Registration Statement and the Prospectus.
(g) Prior to the Closing Date, the Company shall have furnished to the
Representatives such further information, certificates and documents as the
Representatives may reasonably request.
(h) Subsequent to the Execution Time, there shall not have been any
decrease in the ratings of any of the Securities by Xxxxx'x Investor's Service,
Inc. ("Xxxxx'x") or Standard &
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Poor's Corporation ("S&P") and neither Xxxxx'x nor S&P shall have publicly
announced that it has placed any of the Securities on a credit watch with
negative implications.
If any of the conditions specified in this Section 5 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and their counsel, this Agreement and all
obligations of the Underwriters hereunder may be terminated at, or at any time
prior to, the Closing Date by the Representatives. Notice of such termination
shall be given to the Company in writing or by telephone or telegraph confirmed
in writing.
6. INDEMNIFICATION AND CONTRIBUTION.
(a) The Company agrees to indemnify and hold harmless each Underwriter
and each person who controls any Underwriter within the meaning of either
the Act or the Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement for the registration of the Securities as originally
filed or in any amendment thereof, or in any Preliminary Prospectus or the
Prospectus, or in any amendment thereof or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and agrees to reimburse each such indemnified party for any
legal or other expenses reasonably incurred, as incurred, by them in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that (i) the Company will not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any
Underwriter through the Representatives for use in connection with the
preparation thereof, and (ii) such indemnity with respect to any Preliminary
Prospectus or supplement thereto shall not inure to the benefit of any
Underwriter (or any person controlling such Underwriter) from whom the person
asserting any such loss, claim, damage or liability purchased the Securities
which are the subject thereof if (A) such person did not receive a copy of the
Prospectus (or the Prospectus as supplemented) excluding documents incorporated
therein by reference at or prior to the confirmation of the sale of such
Securities to such person in any case where such delivery is required by the Act
and the untrue statement or omission of a material fact contained in such
Preliminary Prospectus was corrected in the Prospectus (or the Prospectus as
supplemented prior to the confirmation of the sale of such Securities to such
person) and (B) the Company had previously furnished copies of the Prospectus to
such Underwriter. This indemnity agreement will be in addition to any liability
which the Company may otherwise have.
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(b) Each Underwriter severally agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs the Registration
Statement, and each person who controls the Company within the meaning of either
the Act or the Exchange Act, to the same extent as the foregoing indemnity from
the Company to each Underwriter, but only with reference to written information
relating to such Underwriter furnished to the Company by or on behalf of such
Underwriter through the Representatives specifically for use in the preparation
of the documents referred to in the foregoing indemnity. This indemnity
agreement will be in addition to any liability which any Underwriter may
otherwise have. The Company acknowledges that the statements set forth in the
third and ninth paragraphs under the heading "Underwriting" of the Prospectus,
constitute the only information furnished in writing by or on behalf of the
several Underwriters for inclusion in the Prospectus, and you, as the
Representatives, confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under this Section 6
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 6, notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise than under
this Section 6. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party in writing of the commencement
thereof, the indemnifying party will be entitled to appoint counsel reasonably
satisfactory to such indemnified party to represent the indemnified party in
such action; provided, however, if the defendants in any such action include
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall have
the right to select separate counsel to defend such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying party
to such indemnified party of its election so to appoint counsel to defend such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 6 for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in accordance with the proviso to the next preceding sentence
(it being understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel (in addition to any local
counsel), approved by the Representatives in the case of paragraph (a) of this
Section 6, representing the indemnified parties under such paragraph (a) who are
parties to such action), (ii) the indemnifying party shall not have employed
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized in writing the employment
of counsel for the indemnified party at the expense of the indemnifying party;
and except that, if clause (i) or (iii) is applicable, such liability shall be
only in respect of the counsel referred to in such clause (i) or (iii). No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened action in respect of
which any indemnified party is a party and indemnity was sought hereunder by
such indemnified party unless such settlement includes an
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unconditional release of the indemnified party from all liability on any
claims that are the subject matter of such action.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this Section 6 is due
in accordance with its terms but is for any reason held by a court to be
unavailable from the Company or the Underwriters on grounds of policy or
otherwise, the Company and the Underwriters shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending same) to which
the Company and one or more of the Underwriters may be subject (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other from the offering of
the Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Company bear to the total underwriting discounts and commissions received
by the Underwriters. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. Notwithstanding the provisions of
this subsection (d), (y) in no case shall any Underwriter (except as may be
provided in any agreement among underwriters relating to the offering of the
Securities) be responsible for any amount in excess of the underwriting discount
applicable to the Securities purchased by such Underwriter hereunder and (z) no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 6,
each person who controls an Underwriter within the meaning of either the Act or
the Exchange Act shall have the same rights to contribution as such Underwriter,
and each person who controls the Company within the meaning of either the Act or
the Exchange Act, each officer of the Company who shall have signed the
Registration Statement and each director of the Company shall have the same
rights to contribution as the Company, subject in each case to clauses (y) and
(z) of this paragraph (d). Any party entitled to contribution will, promptly
after receipt of notice of commencement of any action, suit or proceeding
against such party in respect of which a claim for contribution may be made
against another party or parties under this paragraph (d), notify in writing
such party or parties from whom contribution may be sought, but the omission to
so notify such party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph (d). The Underwriters
obligation to contribute pursuant to this Section 7(d) are several in proportion
to their respective underwriting commitments as set forth on SCHEDULE II hereto,
and not joint.
-13-
7. DEFAULT BY AN UNDERWRITER. If any one or more Underwriters shall fail to
purchase and pay for any of the Securities agreed to be purchased by such
Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in SCHEDULE II hereto bears to the aggregate amount
of Securities set forth opposite the names of all the remaining Underwriters)
the Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase; provided, however, that in the event that the aggregate
amount of Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase shall exceed 10% of the aggregate amount of Securities set
forth in SCHEDULE II hereto, the remaining Underwriters shall have the right to
purchase all, but shall not be under any obligation to purchase any, of the
Securities, and if such nondefaulting Underwriters do not purchase all the
Securities, this Agreement will terminate without liability to any nondefaulting
Underwriter or the Company. In the event of a default by any Underwriter as set
forth in this Section 7, the Closing Date shall be postponed for such period,
not exceeding seven days, as the Representatives shall determine in order that
the required changes in the Registration Statement and the Prospectus or in any
other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Company and any nondefaulting Underwriter for damages occasioned by its
default hereunder.
8. TERMINATION. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Securities, if prior to such time (i) trading
in securities generally on the New York Stock Exchange or trading of the
Company's common stock on the New York Stock Exchange shall have been suspended
or limited or minimum prices shall have been established on such Exchange, (ii)
a banking moratorium shall have been declared either by Federal or New York
State authorities or (iii) there shall have occurred any outbreak or material
escalation of hostilities or other calamity or crisis the effect of which on the
financial markets of the United States is such as to make it, in the judgment of
the Representatives, impracticable to market the Securities.
9. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective agreement
representations, warranties, indemnities and other statements of the Company or
its officers and of the Underwriters set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 6 hereof, and will
survive delivery of and payment for the Securities. If this Agreement is
terminated pursuant to Section 7 or if for any reason the purchase of the
Securities by the Underwriters is not consummated, the Company and the
Underwriters shall remain responsible for their respective expenses and
reimbursements pursuant to Section 4 and the respective obligations of the
Company and the Underwriters pursuant to Section 6 shall remain in effect.
10. NOTICES. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Representatives, will be mailed, delivered
or telegraphed and confirmed to them, at the address specified in SCHEDULE I
hereto; or, if sent to the Company, will be mailed, delivered or
-14-
telegraphed and confirmed to it, at Hewlett-Packard Company, 0000 Xxxxxxx
Xxxxxx, XX:00XXX, Xxxx Xxxx, Xxxxxxxxxx 00000; attention of the Treasurer,
fax (000) 000-0000, with a copy to the General Counsel, Hewlett-Packard Company,
0000 Xxxxxxx Xxxxxx, XX00-XX, XxxxXxxx, Xxxxxxxxxx 00000, fax (000) 000-0000.
11. SUCCESSORS. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 6 hereof, and no other
person will have any right or obligation hereunder.
12. APPLICABLE LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
-15-
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and the several Underwriters.
Very truly yours,
HEWLETT-PACKARD COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
The foregoing Agreement is hereby
confirmed and accepted on the
date specified in SCHEDULE I hereto.
By: CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Xxxx Xxxxxx Xxxxx
-------------------------------------
Name: Xxxx Xxxxxx Xxxxx
Title: Managing Director
By: XXXXXXX XXXXX XXXXXX INC.
By: /s/ Xxxxxxx Xxxx
-------------------------------------
Name: Xxxxxxx Xxxx
Title: Managing Director
For themselves and the other several
Underwriters, if any, named in SCHEDULE II
to the foregoing Agreement.
SCHEDULE I
DEBT SECURITIES
Underwriting Agreement Dated June 6, 2000
Registration Statement No. 333-30786
Representatives: Credit Suisse First Boston Corporation
Xxxxxxx Xxxxx Barney Inc.
Title of Securities: 7.15% Global Notes due June 15, 2005
Principal Amount: $1,500,000,000
Interest Rate: 7.15%
Purchase Price: $993.16 per $1,000 Note
Offering Price: $996.66 per $1,000 Note
Interest Payment Dates: June 15 and December 15 of each year,
commencing December 15, 2000
Subordination Provisions: None
Optional Redemption:
The Company will have the right to redeem the 7.15% Global Notes due
June 15, 2005 (the "Securities"), 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 Securities to be redeemed. The redemption price
will be equal to the greater of (1) 100% of the principal amount of the
Securities to be redeemed and (2) the sum as determined by the Quotation
Agent (as defined below), of the present values of the principal amount of
the Securities to be redeemed and the remaining scheduled payments of
interest thereon from the redemption date to the respective maturity date
(the "Remaining Life") discounted from their respective 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 defined below)
plus 12.5 basis points, plus, in each case, 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 Securities (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 certain other conditions are
satisfied, then on and after the redemption date, interest will cease
to accrue on such Securities (or such portion thereof) called for
redemption. If any redemption date is not a business day, we 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 Securities of a series are to be redeemed, the
trustee will select the Securities for redemption on a pro rata basis, by
lot or by such other method as the trustee deems appropriate and fair. No
Securities 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 Xxxxxxx Xxxxx Xxxxxx 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), Hewlett-Packard 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, 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.
Tax Redemption:
Payment of Additional Amounts
The Company will, subject to certain exceptions and limitations set
forth below, pay to the holder of any Security who is a United States Alien
(as defined below), as additional interest, such additional amounts as may
be necessary in order that every net payment on
I-2
such Security (including payment of the principal of and interest on
such Security) 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 Security 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 Security (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 Security 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 Security;
(5) any tax, assessment or other governmental charge required to be
withheld by any paying agent from a payment on a Security, 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,
I-3
identification or other reporting requirements concerning the
nationality, residence, identity or connection with the United
States of the holder or beneficial owner of a Security 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 Hewlett-Packard;
(8) any tax, assessment or governmental charge that would not have been
imposed or withheld but for the treatment of the interest by
Hewlett-Packard 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 Security by Hewlett-Packard 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 Security 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 Security.
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 the District of Columbia) and
its territories, its possessions and other areas subject to its
jurisdiction.
Redemption For Tax Purposes
The Company may, at its option, redeem, as a whole, but not in part,
the Securities 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:
I-4
(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 described above under "--
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 Securities 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 Securities 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 Securities pursuant to their terms.
Sinking Fund Provisions: None
Closing Date and Time: 7:00 a.m., Pacific Standard Time, June 9, 2000
Method of Payment: Wire transfer of immediately available funds
Overallotment option: None
I-5
SCHEDULE II
Amount to
UNDERWRITER be Purchased
----------- ------------------
Credit Suisse First Boston Corporation $ 637,500,000
Xxxxxxx Xxxxx Xxxxxx Inc. $ 637,500,000
Bear, Xxxxxxx & Co. Inc. $ 52,500,000
Chase Securities Inc. $ 52,500,000
Xxxxxxx, Xxxxx & Co. $ 52,500,000
Xxxxxx Xxxxxxx & Co. Incorporated $ 52,500,000
The Xxxxxxxx Capital Group, L.P. $ 15,000,000
================
TOTAL $1,500,000,000
II-1
