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Exhibit 4.2
FIFTH SUPPLEMENTAL INDENTURE, dated as of _________ __, 2001 (the
"Supplemental Indenture"), between Household International, Inc., a Delaware
corporation (the "Company"), and Bank One, National Association, as trustee (the
"Trustee") under the Indenture dated as of May 15, 1995 between the Company and
the Trustee (the "Indenture").
WHEREAS, the Company executed and delivered the Indenture to the Trustee
to provide for the future issuance of the Company's unsecured junior
subordinated debt securities, to be issued from time to time in one or more
series as might be determined by the Company under the Indenture, in an
unlimited aggregate principal amount which may be authenticated and delivered
as provided in the Indenture;
WHEREAS, pursuant to the terms of the Indenture, the Company desires to
provide for the establishment of a new series of its debt securities to be
known as its ____% Junior Subordinated Deferrable Interest Notes due ____ (the
"Notes"), the form and substance of such Notes and the terms, provisions and
conditions thereof to be set forth as provided in the Indenture and this
Supplemental Indenture;
WHEREAS, Household Capital Trust VI, a Delaware statutory business trust
(the "Trust"), intends to offer to the public $___________ aggregate liquidation
amount of its ____% Trust Preferred Securities (the "Preferred Securities") and
intends to issue to the Company, as sponsor, its ____% Trust Common Securities
(the "Common Securities", and together with the Preferred Securities, the "Trust
Securities"), representing undivided beneficial interests in the assets of the
Trust and proposes to invest the proceeds from such offering in $_______
aggregate principal amount of the Notes; and
WHEREAS, the Company has requested that the Trustee execute and deliver
this Supplemental Indenture, and all requirements necessary to make this
Supplemental Indenture a valid instrument, in accordance with its terms, and to
make the Notes, when executed by the Company and authenticated and delivered by
the Trustee, the valid obligations of the Company, have been performed, and the
execution and delivery of this Supplemental Indenture has been duly authorized
in all respects:
NOW THEREFORE, in consideration of the purchase and acceptance of the
Notes by the holders thereof, and for the purpose of setting forth, as provided
in the Indenture, the form and substance of the Notes and the terms, provisions
and conditions thereof, the Company covenants and agrees with the Trustee as
follows:
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ARTICLE I
DEFINITIONS
SECTION 1.1 Definition of Terms.
Unless the context otherwise requires:
(a) a term defined in the Indenture has the same meaning when
used in this Supplemental Indenture;
(b) a term defined anywhere in this Supplemental Indenture has the same
meaning throughout;
(c) the singular includes the plural and vice versa;
(d) a reference to a Section or Article is to a Section or
Article of this Supplemental Indenture;
(e) headings are for convenience of reference only and do not
affect interpretation;
(f) the following terms have the meanings given to them in the
Declaration: (i) Clearing Agency (ii) Delaware Trustee; (iii)
Dissolution Tax Opinion; (iv) No Recognition Opinion; (v) Pricing
Agreement; (vi) Property Trustee; (vii) Preferred Security
Certificate; (viii) Redemption Tax Opinion; (ix) Regular Trustees;
(x) Special Event; (xi) Tax Event; and (xii) Underwriting Agreement;
and
(g) the following terms have the meanings given to them in this
Section l.l(g):
"Additional Interest" has the meaning set forth in Section 2.5(c).
"Compounded Interest" has the meaning set forth in Section 4.1.
"Coupon Rate" has the meaning set forth in Section 2.5(a).
"Declaration" means the Amended and Restated Declaration of Trust of
Household Capital Trust VI, a Delaware business trust, dated as of
_________________, 2001.
"Deferred Interest" has the meaning set forth in Section 4.1.
"Dissolution Event" means that as a result of the occurrence and
continuation of a Special Event, the Trust is to be dissolved in accordance
with the Declaration and the Notes held by the
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Trustee are to be distributed to the holders of the Trust Securities
issued by the Trust pro rata in accordance with the Declaration.
"Extended Interest Payment Period" has the meaning set forth in Section
4.1.
"Interest Payment Date" has the meaning set forth in Section 2.5(a).
"Maturity Date" means, ________________, or such other earlier date as may
be determined by the Company pursuant to Section 3.4 herein.
"Ministerial Action" has the meaning set forth in Section 3.1.
"90 Day Period" has the meaning set forth in Section 3.1.
"Non Book Entry Preferred Securities" has the meaning set forth in Section
2.4(b).
"Paying Agent" means Bank One, National Association, until a successor
paying agent has been appointed and has accepted such appointment.
"Redemption Price" has the meaning set forth in Section 3.1.
ARTICLE II
GENERAL TERMS AND CONDITIONS OF
THE NOTES
SECTION 2.1 Designation and Principal Amount.
There is hereby authorized a series of debt securities designated the
"____% Junior Subordinated Deferrable Interest Notes due ____", limited in
aggregate principal amount to $____________, which amount shall be as set forth
in any written order of the Company for the authentication and delivery of
Notes pursuant to Section 2.02 of the Indenture.
SECTION 2.2 Maturity.
The Maturity Date will be ___________________, or such other
earlier date as may be determined by the Company pursuant to Section 3.4
herein, and the date on which the Notes mature and on which the principal shall
be due and payable together with all accrued and unpaid interest thereon.
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SECTION 2.3 Form and Payment.
Except as provided in Section 2.4, the Notes shall be issued in fully
registered certificated form without interest coupons. Principal and interest
on the Notes issued in certificated form will be payable, the transfer of such
Notes will be registrable and such Notes will be exchangeable for Notes bearing
identical terms and provisions at the office or agency of the Trustee;
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the registered Holder at such address as shall
appear in the Note Register. Notwithstanding the foregoing, so long as the
registered Holder of any Notes is the Property Trustee, the payment of the
principal of (and premium, if any) and interest on such Notes held by the
Property Trustee will be made by wire transfer at such place and to such
account as may be designated by the Property Trustee.
SECTION 2.4 Depository Note.
In connection with a Dissolution Event;
(a) the Notes in certificated form may be presented to the Trustee by
the Property Trustee in exchange for a Depository Note in an
aggregate principal amount equal to all Outstanding Notes, to be
registered in the name of the Depository, or its nominee, and
delivered by the Trustee to the Depository for crediting to the
accounts of its participants pursuant to the instructions of the
Regular Trustees. The Company upon any such presentation shall
execute a Depository Note in such aggregate principal amount and
deliver the same to the Trustee for authentication and delivery in
accordance with the Indenture and this Supplemental Indenture.
Payments on the Notes issued as a Depository Note will be made to
the Depository; and
b) if any Preferred Securities are held in non book-entry
certificated form, the Notes in certificated form may be presented
to the Trustee by the Property Trustee and any Preferred Security
Certificate which represents Preferred Securities other than
Preferred Securities held by the Clearing Agency or its nominee
("Non Book-Entry Preferred Securities") will be deemed to represent
beneficial interests in Notes presented to the Trustee by the
Property Trustee having an aggregate principal amount equal to the
aggregate liquidation amount of the Non Book-Entry Preferred
Securities until such Preferred Security Certificates are presented
to the Security Registrar for transfer or reissuance at which time
such Preferred Security Certificates will be cancelled and a Note
registered in the name of the holder of the Preferred Security
Certificate or the transferee of the
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holder of such Preferred Security Certificate as the case may be,
with an aggregate principal amount equal to the aggregate
liquidation amount of the Preferred Security Certificate cancelled
will be executed by the Company and delivered to the Trustee for
authentication and delivery in accordance with the Indenture and
this Supplemental Indenture. On issue of such Notes, Notes with an
equivalent aggregate principal amount that were presented by the
Property Trustee to the Trustee will be deemed to have been
cancelled.
SECTION 2.5 Interest.
(a) Each Note will bear interest at the rate of _______ % per annum
(the "Coupon Rate") from the original date of issuance until the
principal thereof becomes due and payable, and on any overdue
principal and (to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of
interest at the Coupon Rate, compounded quarterly and payable
(subject to the provisions of Article IV) quarterly in arrears on
______, ______, ______ and ______, of each year (each, an
"Interest Payment Date", commencing on _______________________), to
the person in whose name such Note or any predecessor Note is
registered, at the close of business on the Regular Record Date for
such interest installment, which shall be the close of business on
the Business Day next preceding that Interest Payment Date. If
pursuant to the provisions of Section 2.11(c) of the Indenture the
Notes are no longer represented by a Depository Note, the Company may
select a Regular Record Date for such interest installment which
shall be any date at least fifteen days before an Interest Payment
Date.
(b) The amount of interest payable for any period will be computed (i)
for any full 90-day quarterly interest payment period, on the basis
of a 360-day year of twelve 30-day months and (ii) for any period
shorter than a full 90-day quarterly interest payment period for
which interest payments are computed, on the basis of a 30-day month,
and for periods of less than a month, the actual number of days
elapsed per 30-day month. In the event that any date on which
interest is payable on the Notes is not a Business Day, then payment
of interest payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business
Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date.
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(c) If at any time while the Property Trustee is the Holder of
any Notes, the Trust or the Property Trustee is required to pay any
taxes, duties, assessments or governmental charges of whatever
nature (other than withholding taxes) imposed by the United States,
or any other taxing authority, then, in any case, the Company will
pay as additional interest ("Additional Interest") on the Notes held
by the Property Trustee, such additional amounts as shall be
required so that the net amounts received and retained by the Trust
and the Property Trustee after paying such taxes, duties assessments
or other governmental charges will be equal to the amounts the Trust
and the property Trustee would have received had no such taxes,
duties, assessments or other government charges been imposed.
ARTICLE III
REDEMPTION OF THE NOTES AND
ACCELERATION OF MATURITY
SECTION 3.1 Tax Event Redemption.
If a Tax Event has occurred and is continuing and:
(a) the Company has received a Redemption Tax Opinion; or
(b) after receiving a Dissolution Tax Opinion, the Regular
Trustees shall have been informed by tax counsel rendering the
Dissolution Tax Opinion that a No Recognition Opinion cannot be
delivered to the Trust,
then, notwithstanding Section 3.2, the Company shall have the right upon
not less than 30 days nor more than 60 days notice to the registered Holders of
the Notes to redeem the Notes in whole or in part for cash, at the redemption
price set forth below, within 90 days following the occurrence of such Tax Event
(the "90 Day Period"), provided that, if at the time there is available to the
Company the opportunity to eliminate within the 90 Day Period, the Tax Event by
taking some ministerial action ("Ministerial Action"), such as filing a form or
making an election, or pursuing some other similar reasonable measure which has
no adverse effect on the Company, the Trust or the Holders of the Trust
Securities issued by the Trust, the Company shall pursue such Ministerial Action
in lieu of redemption; and provided, further, that the Company shall have no
right to redeem the Notes while the Trust is pursuing any Ministerial Action
pursuant to its obligations under the Declaration.
The Redemption Price shall be equal to 100% of the principal amount to be
redeemed plus any accrued and unpaid interest thereon to the date of such
redemption (the "Redemption Price").
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SECTION 3.2 Optional Redemption by Company.
(a) Subject to the provisions of Article III of the Indenture and to
Section 3.2(b) hereof, the Company shall have the right to redeem the
Notes, in whole or in part, from time to time, on or after __________,
at the Redemption Price. Any redemption pursuant to this paragraph
will be made upon not less than 30 nor more than 60 days' notice to
the registered Holder of the Notes, at the Redemption Price. If the
Notes are only partially redeemed pursuant to this Section 3.2, the
Notes will be redeemed pro rata or by lot or by any other method
utilized by the Trustee; provided, that if at the time of redemption,
the Notes are registered as a Depository Note, the Depository shall
determine by lot the principal amount of such Notes held by each
Holder to be redeemed.
(b) If a partial redemption of the Notes would result in the delisting
of the Preferred Securities issued by the Trust from any national
securities exchange or other organization on which the Preferred
Securities are then listed, the Company shall not be permitted to
effect such partial redemption and may only redeem the Notes in whole.
SECTION 3.3 No Sinking Fund.
The Notes are not entitled to the benefit of any sinking fund.
SECTION 3.4 Conditional Right to Advance Maturity.
If a Tax Event has occurred and is continuing the Company shall have
the right, prior to dissolution of the Trust, to advance the Maturity Date of
the Notes to the minimum extent required in order to allow the Company to
deduct the interest payments on the Notes for United States federal income tax
purposes; provided, however, the resulting Maturity Date shall not be less than
15 years from the original issuance of the Notes or earlier than _____________.
The Company may elect to advance the Maturity Date only if it has received an
opinion of nationally recognized independent tax counsel to the Company
experienced in such matters (which opinion may rely on published revenue
rulings of the Internal Revenue Service), to the effect that (i) after the
Maturity Date has been advanced, interest paid on the Notes will be deductible
by the Company for United States federal income tax purposes and (ii) advancing
the Maturity Date will not result in a taxable event to holders of the
Preferred Securities.
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SECTION 3.5 Notice of Advancement of Maturity Date.
If the Company elects to advance the Maturity Date of the Notes pursuant
to Section 3.4, the Company shall give written notice of such election to the
Trustee, the Regular Trustees and the Property Trustee, and the Trustee shall
give notice to the holders of the Preferred Securities not less than 30 and not
more than 60 days prior to the effective date of such election.
ARTICLE IV
EXTENSION OF INTEREST PAYMENT PERIOD
SECTION 4.1 Extension of Interest Payment Period.
The Company shall have the right, at any time during the term of the
Notes, from time to time to defer the payment of interest by extending the
interest payment period of such Notes for up to 20 consecutive quarters
(the "Extended Interest Payment Period"), provided that no Extended
Interest Payment Period may extend beyond the Maturity Date of the Notes. To the
extent permitted by applicable law, interest, the payment of which has been
deferred because of the extension of the interest payment period pursuant to
this Section 4.1, will bear interest thereon at the Coupon Rate, compounded
quarterly, for each quarter of the Extended Interest Payment Period
("Compounded Interest"). At the end of the Extended Interest Payment Period
the Company shall pay all interest accrued and unpaid on the Notes including
any Additional Interest and Compounded Interest ("Deferred Interest") which
shall be payable to the Holders of the Notes in whose names the Notes are
registered in the Note Register on the first record date after the end of the
Extended Interest Payment Period. Before the termination of any Extended
Interest Payment Period, the Company may further extend such period, provided
that such period together with all such further extensions thereof shall not
exceed 20 consecutive quarters and provided further that no Extended
Interest Payment Period may extend beyond the Maturity Date of the Notes. Upon
the termination of any Extended Interest Payment Period and upon the payment of
all Deferred Interest then due, the Company may select a new Extended Interest
Payment Period, subject to the foregoing requirements. No interest shall be due
and payable during an Extended Interest Payment Period, except at the end
thereof.
SECTION 4.2 Notice of Extension.
(a) If the Property Trustee is the only registered Holder of the
Notes at the time the Company selects an Extended Interest Payment
Period, the Company shall give written notice to both the Regular
Trustees and the Property Trustee of its selection of such Extended
Interest Payment Period one Business Day before the earlier of (i)
the next succeeding date on which Distributions on the
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Trust Securities issued by the Trust are payable, or (ii) the date
the Trust is required to give notice of the record date or the date
such Distributions are payable to the New York Stock Exchange or
other applicable self-regulatory organization or to holders of the
Preferred Securities issued by the Trust, but in any event at least
one Business Day before such record date.
(b) If the Property Trustee is not the only Holder of the Notes
at the time the Company selects an Extended Interest Payment Period,
the Company shall give the Holders of the Notes written notice of
its selection of such Extended Interest Payment Period 10 Business
Days before the earlier of (i) the next succeeding Interest Payment
Date, or (ii) the date the Company is required to give notice of the
record or payment date of such interest payment to the New York Stock
Exchange or other applicable self-regulatory organization or to
Holders of the Notes, but in any event at least two Business Days
before such record date.
(c) The quarter in which any notice is given pursuant to
paragraphs (a) or (b) of this Section 4.2 shall be counted as one of
the 20 quarters permitted in the maximum Extended Interest
Payment Period permitted under Section 4.1.
ARTICLE V
EXPENSES AND GUARANTEE
SECTION 5.1 Payment of Expenses.
In connection with the offering, sale and issuance of the Notes to the
Property Trustee in connection with the sale of the Trust Securities by the
Trust, the Company shall:
(a) pay for all costs and expenses relating to the offering, sale
and issuance of the Notes, including commissions to the underwriters
payable pursuant to the Underwriting Agreement and the Pricing
Agreement and compensation of the Trustee under the Indenture in
accordance with the provisions of Section 8.07 of the Indenture;
(b) pay for all costs and expenses of the Trust (including, but
not limited to, costs and expenses relating to the organization of
the Trust, the offering, sale and issuance of the Trust Securities
(including commissions to the underwriters in connection therewith),
the fees and expenses of the Property Trustee and the Delaware
Trustee, the costs and expenses relating to the operation
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of the Trust, including without limitation, costs and expenses of
accountants, attorneys, statistical or bookkeeping services,
expenses for printing and engraving and computing or accounting
equipment, paying agent(s), registrar(s), transfer agent(s), travel
expenses and costs and expenses incurred in connection with the
acquisition, financing, and disposition of Trust assets); and
(c) pay any and all taxes (other than United States withholding
taxes attributable to the Trust or its assets) and all liabilities,
costs and expenses with respect to such taxes of the Trust.
ARTICLE VI
SUBORDINATION
SECTION 6.1 Agreement to Subordinate.
The Company covenants and agrees, and each Holder of Notes issued
hereunder by such Holder's acceptance thereof likewise covenants and agrees,
that all Notes shall be issued subject to the provisions of this Article VI;
and each Holder of a Note, whether upon original issue or upon transfer or
assignment thereof, accepts and agrees to be bound by such provisions.
The payment by the Company of the principal of, (premium, if any) and
interest on all Notes issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and junior in right of payment to the
prior payment in full of all Senior Indebtedness of the Company, whether
outstanding at the date of this Indenture or thereafter incurred.
No provision of this Article VI shall prevent the occurrence of any
default or Event of Default hereunder.
SECTION 6.2 Default on Senior Indebtedness.
In the event and during the continuation of any default by the Company in
the payment of principal, premium, interest or any other payment due on any
Senior Indebtedness of the Company, or in the event that the maturity of any
Senior Indebtedness of the Company, has been accelerated because of a default,
then, in either case, no payment shall be made by the Company with
respect to the principal (including redemption payments) of, or premium, if
any, or interest on the Notes including payment with respect to any obligation
due under the Preferred Securities Guarantee.
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In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any Holder when such payment is prohibited by the
preceding paragraph of this Section 6.2, such payment shall be held in trust
for the benefit of, and shall be paid over or delivered to, the holders of such
Senior Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear, but only to the
extent that the holders of such Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee within 90 days of such payment
of the amounts then due and owing on such Senior Indebtedness and only the
amounts specified in such notice to the Trustee shall be paid to the holders of
such Senior Indebtedness.
SECTION 6.3 Liquidation; Dissolution; Bankruptcy.
Upon any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding-up or liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Indebtedness
of the Company, shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made by the Company,
as the case may be, on account of the principal (and premium, if any) or
interest on the Notes; and upon any such dissolution or winding-up or
liquidation or reorganization any payment by the Company, or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to which the Holders of the Notes or the Trustee would be entitled
to receive from the Company, except for the provisions of this Article VI,
shall be paid by the Company, or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the Holders of the Notes or by the Trustee under this Indenture if
received by them or it, directly to the holders of Senior Indebtedness of the
Company, (pro rata to the holders of the respective amounts of Senior
Indebtedness, as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay such
Senior Indebtedness in full, in money or money's worth, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness before any payment or distribution is made to the Holders of
Notes or to the Trustee.
In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing, shall be received by
the Trustee or the Holders of the Notes
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before all Senior Indebtedness of the Company is paid in full, or provision is
made for such payment in money in accordance with its terms, such payment or
distribution shall be held in trust for the benefit of and shall be paid over or
delivered to the holders of such Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, as calculated by the Company, for
application to the payment of all Senior Indebtedness of the Company, as the
case may be, remaining unpaid to the extent necessary to pay such Senior
Indebtedness in full in accordance with its terms, after giving effect to any
concurrent payment or distribution to or for the holders of such Senior
Indebtedness.
For purposes of this Article VI, the words "cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article VI with respect to
the Notes to the payment of all Senior Indebtedness of the Company that may at
the time be outstanding, provided that (i) such Senior Indebtedness is assumed
by the new corporation, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of such Senior Indebtedness
are not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article X of the Indenture shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 6.3 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article X
of the Indenture. Nothing in Section 6.2 or in this Section 6.3 shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 8.07 of the
Indenture.
SECTION 6.4 Subordination.
Subject to the payment in full of all Senior Indebtedness of the Company,
the rights of the Holders of the Notes shall be subrogated to the rights of the
holders of such Senior Indebtedness to receive payments or distributions of
cash, property or securities of the Company applicable to such Senior
Indebtedness until the principal of (and premium, if any) and interest on the
Notes shall be paid in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of such Senior Indebtedness of any
cash, property or securities to which the Holders of the Notes or the Trustee
would be entitled except
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for the provisions of this Article VI, and no payment over pursuant to the
provisions of this Article VI, to or for the benefit of the holders of such
Senior Indebtedness by Holders of the Notes or the Trustee, shall, as between
the Company, its creditors other than holders of Senior Indebtedness of the
Company, and the Holders of the Notes, be deemed to be a payment by the Company
to or on account of such Senior Indebtedness. It is understood that the
provisions of this Article VI are and are intended solely for the purposes of
defining the relative rights of the Holders of the Notes, on the one hand, and
the holders of Senior Indebtedness of the Company on the other hand.
Nothing contained in this Article VI or elsewhere in this Indenture or in
the Notes is intended to or shall impair, as between the Company, its creditors
other than the holders of Senior Indebtedness of the Company, and the Holders
of the Notes the obligation of the Company which is absolute and unconditional,
to pay to the Holders of the Notes the principal of (and premium, if any) and
interest on the Notes as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the Holders of the Notes and creditors of the Company other than the
holders of Senior Indebtedness of the Company, nor shall anything herein or
therein prevent the Trustee or the Holder of any Note from exercising all
remedies otherwise permitted by applicable law upon default under the
Indenture, subject to the rights, if any, under this Article VI of the holders
of such Senior Indebtedness in respect of cash, property or securities of the
Company received upon the exercise of any such remedy.
Upon any payment or distribution of assets of the Company referred to in
this Article VI, the Trustee, subject to the provisions of Section 8.01 of the
Indenture, and the Holders of the Notes, shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of the Notes, for the purposes of ascertaining the
Persons entitled to participate in such distribution, the holders of Senior
Indebtedness of the Company the amount thereof or payable thereon, the amount
facts pertinent thereto or to this Article VI.
SECTION 6.5 Trustee to Effectuate Subordination.
Each Holder of Notes by such Holder's acceptance thereof authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article VI and appoints the Trustee such Holder's attorney-in-fact for any and
all such purposes.
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SECTION 6.6 Notice by the Company.
The Company shall give prompt written notice to a Responsible Officer of
the Trustee of any fact known to the Company that would prohibit the making of
any payment of monies to or by the Trustee in respect of the Notes pursuant to
the provisions of this Article VI. Notwithstanding the provisions of this
Article VI or any other provision of the Indenture and this Supplemental
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment of monies to or by the
Trustee in respect of the Notes pursuant to the provisions of this Article VI,
unless and until a Responsible Officer of the Trustee shall have received
written notice thereof at the Corporate Trust Office of the Trustee from the
Company or a holder or holders of Senior Indebtedness or from any trustee
therefor; and before the receipt of any such written notice, the Trustee,
subject to the provisions of Section 8.01 of the Indenture, shall be entitled
in all respects to assume that no such facts exist; provided, however, that if
the Trustee shall not have received the notice provided for in this Section 6.6
at least two Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of (or premium, if any) or interest on any Note),
then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same
to the purposes for which they were received, and shall not be affected by any
notice to the contrary that may be received by it within two Business Days
prior to such date.
The Trustee, subject to the provisions of Section 8.01 of the Indenture,
shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness of the Company (or a
trustee on behalf of such holder) to establish that such notice has been given
by a holder of such Senior indebtedness or a trustee on behalf of any such
holder or holders. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a
holder of such Senior Indebtedness to participate in any payment or
distribution pursuant to this Article VI, the Trustee may request such Person
to furnish evidence to the reasonable satisfaction of the Trustee as to
the amount of such Senior Indebtedness held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and any
other facts pertinent to the rights of such Person under this Article VI, and
if such evidence is not furnished the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.
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<PAGE> 15
SECTION 6.7 Rights of the Trustee; Holders of Senior Indebtedness.
The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article VI in respect of any Senior Indebtedness at any time
held by it, to the same extent as any other holder of Senior Indebtedness, and
nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder.
With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article VI, and no implied
covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of such Senior
Indebtedness and, subject to the provisions of Section 8.01 of the Indenture,
the Trustee shall not be liable to any holder of such Senior Indebtedness if it
shall pay over or deliver to Holders of Notes, the Company, or any other Person
money or assets to which any holder of such Senior Indebtedness shall be
entitled by virtue of this Article VI or otherwise.
SECTION 6.8 Subordination May Not Be Impaired.
No right of any present or future holder of any Senior Indebtedness of the
Company to enforce subordination as herein provided shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the
Company, or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company with the terms, provisions and covenants of
this Indenture, regardless of any knowledge thereof that any such holder may
have or otherwise be charged with.
Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness of the Company, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Notes, without incurring responsibility to the Holders of the Notes and without
impairing or releasing the subordination provided in this Article VI or the
obligations hereunder of the Holders of the Notes to the holders of such Senior
Indebtedness, do any one or more the following: (i) change the manner, place or
terms of payment or extend the time of payment of, or renew or alter, such
Senior Indebtedness, or otherwise amend or supplement in any manner such Senior
Indebtedness or any instrument evidencing the same or any agreement under which
such Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing such
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of
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<PAGE> 16
of such Senior Indebtedness; and (iv) exercise or refrain from exercising any
rights against the Company, and any other Person.
ARTICLE VII
COVENANTS
SECTION 7.1 Listing on Exchanges.
If the Notes are to be issued as a Depository Note in connection with the
distribution of the Notes to the holders of the Preferred Securities issued by
the Trust upon a Dissolution Event, the Company will use its best efforts to
list such Notes on the New York Stock Exchange or on such other exchange as the
Preferred Securities are then listed.
SECTION 7.2 Limitation on Dividends; Transactions with
Affiliates.
(a) If (i) there shall have occurred any event that would constitute an
Event of Default or (ii) the Company shall be in default with respect to its
payment of any obligations under the Preferred Securities Guarantee or Common
Securities Guarantee relating to the Trust, then (a) the Company shall not
declare or pay any dividend on, make any distributions with respect to, or
redeem, purchase or make a liquidation payment with respect to, any of its
capital stock (other than (i) repurchases, redemptions or other acquisitions of
shares of capital stock of the Company in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of
employees, officers, directors or consultants, (ii) as a result of an exchange
or conversion of any class or series of the Company's capital stock for any
other class or series of the Company's capital stock, or (iii) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged), and (b) the Company shall not make any payment of
interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities issued by the Company which rank pari passu with or junior to
the Notes. However, nothing herein will limit the Company's ability to pay
stock dividends where the dividend stock is the same stock as that on which the
dividend is being paid.
(b) If the Company shall have given notice of its election to defer
payments of interest on the Notes by extending the interest payment period as
provided in Article IV of this Supplemental Indenture and such period, or any
extension thereof, shall be continuing, then (i) the Company shall not declare
or pay any dividend on, make any distributions with respect to, or redeem,
purchase or make a liquidation payment with respect to, any of its
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<PAGE> 17
capital stock (other than (x) repurchases, redemptions or other acquisitions of
shares of capital stock of the Company in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of
employees, officers, directors or consultants, (y) as a result of an exchange
or conversion of any class or series of the Company's capital stock for any
other class or series of the Company's capital stock, or (z) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged), and (ii) the Company shall not make any payment of
interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities issued by the Company which rank pari passu with or junior to
the Notes. However, nothing herein will limit the Company's ability to pay
stock dividends where the dividend stock is the same stock as that on which the
dividend is being paid.
SECTION 7.3 Covenants as to the Trust.
For so long as such Trust Securities remain outstanding, the Company will
(i) maintain 100% direct or indirect ownership of the Common Securities of the
Trust; provided, however, that any permitted successor of the Company under the
Indenture may succeed to the Company's ownership of the Common Securities, (ii)
use its reasonable efforts to cause the Trust (a) to remain a statutory
business trust, except in connection with the distribution of Notes to the
holders of Trust Securities in liquidation of the Trust, the redemption of all
of the Trust Securities of the Trust, or certain mergers, consolidations or
amalgamations, each as permitted by the Declaration of the Trust, and (b) to
otherwise continue to be classified as a grantor trust for United States
federal income tax purposes.
ARTICLE VIII
FORM OF NOTE
SECTION 8.1 Form of Note.
The Notes, and the Trustee's Certificate of Authentication to be endorsed
thereon are to be substantially in the following forms:
(FORM OF FACE OF NOTE)
[IF THE NOTE IS TO BE A Depository Note, INSERT - This Note is a
Depository Note within the meaning of the Indenture hereinafter referred to and
is registered in the name of a Depository or a nominee of a Depository. This
Note is exchangeable for Notes registered in the name of a person other than
the Depository or its nominee only in the limited circumstances described in
the Indenture, and no transfer of this Note (other than a transfer of this
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<PAGE> 18
Note as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the
Depository) may be registered except in limited circumstances.
Unless this Note is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer or
its agent for registration of transfer, exchange or payment, and any Note
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof,
Cede & Co., has an interest herein.]
No. $___________________
CUSIP No.
HOUSEHOLD INTERNATIONAL, INC.
_____% JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE
Household International, Inc., a Delaware corporation (the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to _________________
__________________________________ or registered assigns, the principal sum of
$____________ on _______________, and to pay interest on said principal sum from
_________, 2001 or from the most recent interest payment date (each such date,
an "Interest Payment Date") to which interest has been paid or duly provided
for, quarterly (subject to deferral as set forth herein) in arrears on
_________, _________, _________ and ___________ of each year commencing
________________, at the rate of ____% per annum until the principal hereof
shall have become due and payable, and on any overdue principal and premium, if
any, and (without duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the
same rate per annum, compounded quarterly. The amount of interest payable on any
Interest Payment Date shall be computed (i) for any full 90-day quarterly
interest payment period, on the basis of a 360-day year of twelve 30-day months
and (ii) for any period shorter than a full 90-day quarterly interest payment
period for which interest payments are computed, on the basis of a 30-day month,
and for periods of less than a month, the actual number of days elapsed per
30-day month. In the event that any date on which interest is payable on this
Note is not a Business Day, then payment of interest payable on such date
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<PAGE> 19
will be made on the next succeeding day which is a Business Day (and without
any interest or other payment in respect of any such delay), except that, if
such Business Day is in the next succeeding calendar year, such payment shall
be made on the immediately preceding Business Day, in each case with the same
force and effect as if made on such date. The interest installment so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the person in whose name this Note (or
one or more Predecessor Notes, as defined in said Indenture) is registered at
the close of business on the Regular Record Date for such interest installment
[which shall be the close of business on the fifteenth day preceding such
Interest Payment Date]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.11(c) OF THE
INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A Depository Note -- which
shall be the close of business on the day preceding such Interest Payment Date.]
Any such interest installment not punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holders on such Regular Record
Date, and may be paid to the person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on a special record
date to be fixed by the Trustee for the payment of such defaulted interest,
notice whereof shall be given to the registered Holders of this series of Notes
not less than 10 days prior to such special record date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.
The principal of (and premium, if any) and the interest on this Note shall be
payable at the office or agency of the Trustee maintained for that purpose in
any coin or currency of the United States of America which at the time of
payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the registered Holder at such address as shall appear in the
Note Register. Notwithstanding the foregoing, so long as the Holder of this Note
is the Property Trustee, the payment of the principal of (and premium, if any)
and interest on this Note will be made at such place and to such account as may
be designated by the Property Trustee.
The indebtedness evidenced by this Note is, to the extent provided in the
Indenture, subordinate and junior in right of payment to the prior payment in
full of all Senior Indebtedness, and this Note is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
so provided and (c) appoints the Trustee his or her attorney-in-fact for any
and all such purposes. Each Holder hereof, by his or her acceptance hereof,
hereby waives
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<PAGE> 20
all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such Holder upon
said provisions.
This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until
the Certificate of Authentication hereon shall have been signed by or on behalf
of the Trustee.
Unless the Certificate of Authentication hereon has been executed by the
Trustee referred to on the reverse side hereof, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
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<PAGE> 21
The provisions of this Note are continued on the reverse side hereof and
such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed.
Dated
----------------
HOUSEHOLD INTERNATIONAL, INC.
By
-----------------------------------------------------------------------
Attest:
By
-----------------------------------------------------------------------
Assistant Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series of Notes described in the
within-mentioned Indenture.
BANK ONE, NATIONAL ASSOCIATION
----------------------------------- -------------------------------
as Trustee or as Authentication Agent
By By
-------------------------------- -------------------------------
Authorized Signatory Authorized Signatory
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<PAGE> 22
(FORM OF REVERSE OF NOTE)
This Note is one of a duly authorized series of Notes of the Company
(herein sometimes referred to as the "Notes"), specified in the Indenture, all
issued or to be issued in one or more series under and pursuant to an Indenture
dated as of May 15, 1995 duly executed and delivered between the Company and
Bank One, National Association (formerly known as The First National Bank of
Chicago), a national banking association, as Trustee (the "Trustee"), as
supplemented by the Fifth Supplemental Indenture dated as of _________, 2001
between the Company and the Trustee (the Indenture as so supplemented, the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders of the Notes. By the terms of the Indenture, the Notes are issuable
in series which may vary as to amount, date of maturity, rate of interest and in
other respects as in the Indenture provided. This series of Notes is limited in
aggregate principal amount as specified in said Fifth Supplemental Indenture.
In the event of the occurrence and continuation of a Tax Event, in certain
circumstances this Note may become due and payable at the redemption price set
forth below (the "Redemption Price"). The Redemption Price shall be paid prior
to 12:00 noon, New York time, on the date of such redemption or at such earlier
time as the Company determines. The Redemption Price shall be equal to 100% of
the principal amount plus any accrued but unpaid interest thereon to the date of
such redemption. In addition, the Company shall have the right to redeem this
Note at the option of the Company, without premium or penalty, in whole or in
part at any time on or after ________, ____, at the Redemption Price (an
"Optional Redemption"). Any redemption pursuant to this paragraph will be made
upon not less than 30 nor more than 60 days' notice, at the Redemption Price. If
the Notes are only partially redeemed by the Company pursuant to an Optional
Redemption, the Notes will be redeemed pro rata or by lot or by any other method
utilized by the Trustee; provided that if, at the time of redemption, the Notes
are registered as a Depository Note, the Depository shall determine by lot the
principal amount of such Notes held by each Holder to be redeemed.
In the event of redemption of this Note in part only, a new Note or Notes
of this series for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.
In the event of the occurrence and continuation of a Tax Event, in certain
circumstances the Company may elect to advance the Maturity Date of this Note to
the minimum extent required in order to allow the Company to deduct the interest
payments on the Notes for United States federal income tax purposes. However,
the
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<PAGE> 23
Maturity Date will not be advanced to a date less than 15 years from the
original issuance of the Notes.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable, in the manner, with
the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Notes of each series affected at the time outstanding,
as defined in the Indenture, to execute supplemental indentures for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Holders of the Notes; provided, however, that no
such supplemental indenture shall (i) extend the fixed maturity of any Notes
of any series, or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon, or reduce any premium payable
upon the redemption thereof, without the consent of the Holder of each Note so
affected or (ii) reduce the aforesaid percentage of Notes, the Holders of which
are required to consent to any such supplemental indenture, without the consent
of the Holders of each Note then outstanding and affected thereby. The
Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Notes of any series at the time outstanding
affected thereby, on behalf of all of the Holders of the Notes of such series,
to waive any past default in the performance of any of the covenants contained
in the Indenture, or established pursuant to the Indenture with respect to such
series, and its consequences, except a default in the payment of the principal
of or premium, if any, or interest on any of the Notes of such series. Any such
consent or waiver by the registered Holder of this Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and
upon all future Holders and owners of this Note and of any Note issued in
exchange herefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and in the money
herein prescribed.
The Company shall have the right at any time during the term of the Notes
from time to time to extend the interest payment period of such Notes to
up to 20 consecutive quarters (an "Extended Interest Payment Period"), at the
end of which period the Company
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<PAGE> 24
shall pay all interest then accrued and unpaid (together with interest thereon
at the rate specified for the Notes to the extent that payment of such interest
is enforceable under applicable law), provided that no Extended Interest
Payment Period may extend beyond the Maturity Date of the Notes. Before the
termination of any such Extended Interest Payment Period, the Company may
further extend such Extended Interest Payment Period, provided that such
Extended Interest Payment Period together with all such further extensions
thereof shall not exceed 20 consecutive quarters and provided further that no
Extended Interest Payment Period may extend beyond the Maturity Date of the
Notes. At the termination of any such Extended Interest Payment Period and upon
the payment of all accrued and unpaid interest and any additional amounts then
due, the Company may select a new Extended Interest Payment Period.
As provided in the Indenture and subject to certain limitations therein
set forth, this Note is transferable by the registered Holder hereof on the
Note Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in Chicago, Illinois
accompanied by written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the registered
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of authorized denominations and for the same aggregate principal
amount and series will be issued to the designated transferee or transferees.
No service charge will be made for any such transfer, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in relation thereto.
Prior to due presentment for registration of transfer of this Note, the
Company, the Trustee, any paying agent and any Note Registrar may deem and
treat the registered Holder hereof as the absolute owner hereof (whether or not
this Note shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Note Registrar) for the purpose of
receiving payment of or on account of the principal hereof and premium, if any,
and interest due hereon and for all other purposes, and neither the Company nor
the Trustee nor any paying agent nor any Note Registrar shall be affected by
any notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issuance hereof,
expressly waived and released.
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<PAGE> 25
The notes of this series are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof. This
Depository Note is exchangeable for Notes in definitive form only under certain
limited circumstances set forth in the Indenture. Notes of this series so
issued are issuable only in registered form without coupons in denominations of
$25 and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations herein and therein set forth, Notes of this
series so issued are exchangeable for a like aggregate principal amount of
Notes of this series of a different authorized denomination, as requested by
the Holder surrendering the same.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
ARTICLE IX
ADDITIONAL EVENT OF DEFAULT; MODIFICATION AND WAIVER
SECTION 9.1 Additional Event of Default.
"Event of Default", wherever used in the Indenture or this Supplemental
Indenture with respect to the Notes, in addition to the Events of Default set
forth in Section 7.01 of the Indenture shall include the following event:
the Trust shall have voluntarily or involuntarily dissolved,
wound-up its business or otherwise terminated its existence except
in connection with (i) the distribution of Notes to Holders of
Trust Securities in liquidation of their interests in the Trust,
(ii) the redemption of all of the outstanding Trust Securities of
the Trust or (iii) certain mergers, consolidations or
amalgamations, each as permitted by the Declaration of the Trust.
SECTION 9.2 MODIFICATION AND WAIVER.
The covenant set forth in Section 7.2 of this Supplemental Indenture shall
not be modified or waived without the consent of the Holders of each Note
affected thereby.
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<PAGE> 26
ARTICLE X
ORIGINAL ISSUE OF NOTES
SECTION 10.1 Original Issue of Notes.
Notes in the aggregate principal amount of $ ________________ may, upon
execution of this Supplemental Indenture, be executed by the Company and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes to or upon the written order of the
Company, signed by its Chairman, its President, or any Vice President and its
Treasurer or an Assistant Treasurer, without any further action by the Company.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1 Ratification of Indenture.
The Indenture, as supplemented by this Supplemental Indenture, is in all
respects ratified and confirmed, and this Supplemental Indenture shall be
deemed part of the Indenture in the manner and to the extent herein and therein
provided.
SECTION 11.2 Trustee Not Responsible for Recitals.
The recitals herein contained are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture.
SECTION 11.3 Governing Law.
This Supplemental Indenture and each Note shall be deemed to be a contract
made under the internal laws of the State of Illinois, and for all purposes
shall be construed in accordance with the laws of said State.
SECTION 11.4 Separability.
In case any one or more of the provisions contained in this Supplemental
Indenture or in the Notes shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Supplemental
Indenture or of the Notes, but Supplemental Indenture and the Notes shall be
construed as if such invalid or illegal or unenforceable provision had never
been contained herein or therein.
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<PAGE> 27
SECTION 11.5 Counterparts.
This Supplemental Indenture may be executed in any number of counterparts
each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, on the date or dates indicated in the
acknowledgments and as of the day and year first above written.
HOUSEHOLD INTERNATIONAL, INC.
By
-------------------------------------
Edgar Ancona
Managing Director-Treasurer
Attest:
------------------------
Assistant Secretary
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By
-------------------------------------
Steven M. Wagner
Vice President
Attest:
------------------------
Mark J. Frye
Assistant Vice President
27
