<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 11, 1994.
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
HOUSEHOLD FINANCE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
36-1239445
(I.R.S. EMPLOYER IDENTIFICATION NO.)
DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
2700 SANDERS ROAD
PROSPECT HEIGHTS, ILLINOIS 60070
(708) 564-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
PATRICK D. SCHWARTZ, ESQ.
CORPORATE FINANCE COUNSEL
HOUSEHOLD INTERNATIONAL, INC.
2700 SANDERS ROAD
PROSPECT HEIGHTS, ILLINOIS 60070
(708) 564-6301
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
WITH A COPY TO:
SCOTT N. GIERKE, ESQ.
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, ILLINOIS 60606
(312) 984-7521
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
----------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT TO MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS BE OFFERING PRICE OFFERING REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) PRICE(1)(2) FEE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities and Warrants to
Purchase Debt Securities........ $2,000,000,000 100% $2,000,000,000 $689,660
- --------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
(1) Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to $150,000,000 of
securities previously registered pursuant to Form S-3 (Registration No. 33-
51646), as to which this Registration Statement constitutes a Post-
Effective Amendment.
(2) Estimated solely for the purpose of computing the registration fee. Any
offering of Debt Securities or Warrants denominated in any foreign
currency or foreign currency units will be treated as the equivalent in
U.S. dollars based on the exchange rate applicable to the purchase of such
Debt Securities or Warrants from the Registrant.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED AUGUST 11, 1994
HOUSEHOLD FINANCE CORPORATION
DEBT SECURITIES
AND
WARRANTS TO PURCHASE DEBT SECURITIES
Household Finance Corporation ("HFC" or the "Company") from time to time may
offer one or more series of its debt securities ("Debt Securities") and
warrants ("Warrants") to purchase Debt Securities (the Debt Securities and
Warrants being hereinafter collectively called "Securities") having an
aggregate initial offering price of up to $2,150,000,000, or the equivalent
thereof if any of the Securities are denominated in a foreign currency or a
foreign currency unit. The Debt Securities will be offered as separate series
in amounts, at prices and on terms to be determined at the time of sale and to
be set forth in supplements to this Prospectus. The Debt Securities and
Warrants may be sold for U.S. dollars, foreign currencies or foreign currency
units, and the principal of and any interest on the Debt Securities may be
payable in U.S. dollars, foreign currencies or foreign currency units. The
specific designation and classification as senior or senior subordinated debt
securities of HFC, aggregate principal amount, the currency or currency unit
for which the Securities may be purchased, the currency or currency unit in
which the principal and any interest is payable, the rate (or method of
calculation) and time of payment of any interest, authorized denominations,
maturity, offering price, any redemption terms or other specific terms of the
Securities in respect of which this Prospectus is being delivered are set forth
in one or more supplements to this Prospectus ("Prospectus Supplement"). With
regard to the Warrants, if any, in respect of which this Prospectus is being
delivered, the Prospectus Supplement sets forth a description of the Debt
Securities for which each Warrant is exercisable and the offering price, if
any, exercise price, duration, detachability and other terms of the Warrants.
HFC may sell Securities through underwriting syndicates led by one or more
managing underwriters or through one or more underwriting firms acting alone,
to or through dealers, acting as principals for their own account or as agents,
and also may sell Securities directly to other purchasers. See "Plan of
Distribution". The names of any underwriters or agents involved in the sale of
the Securities in respect to which this Prospectus is being delivered and their
compensation are set forth in the Prospectus Supplement.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------
THE DATE OF THIS PROSPECTUS IS AUGUST , 1994.
<PAGE>
AVAILABLE INFORMATION
HFC is subject to the informational requirements of the Securities Exchange
Act of 1934 and in accordance therewith files reports and other information
with the Securities and Exchange Commission (the "Commission"). Such reports
and other information can be inspected and copied at the public reference
facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's Regional Offices at the Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material can also
be obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition,
certain debt securities of HFC are listed on the New York Stock Exchange, and
reports and other material concerning HFC can be inspected at the offices of
such Exchange at 20 Broad Street, New York, New York 10005. Although HFC is not
required to send an annual report to its security holders, HFC will, upon
request, send to any security holder a copy of its latest Annual Report on Form
10-K, as filed with the Commission, which contains financial information that
has been examined and reported upon, with an opinion expressed, by independent
certified public accountants.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission (File No. 1-75)
pursuant to the Securities Exchange Act of 1934 and are incorporated herein by
reference and made a part of this Prospectus:
(a) HFC's Annual Report on Form 10-K for the fiscal year ended December
31, 1993;
(b) HFC's Quarterly Report on Form 10-Q for the quarter ended March 31,
1994; and
(c) HFC's Current Report on Form 8-K dated February 16, 1994.
All documents filed by HFC with the Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this Prospectus and prior to the termination of the offering of the
Securities shall be deemed to be incorporated herein by reference and made a
part of this Prospectus from the respective dates of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
HFC WILL PROVIDE WITHOUT CHARGE TO EACH PERSON (INCLUDING ANY BENEFICIAL
OWNER) TO WHOM THIS PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF
ANY SUCH PERSON, A COPY OF ANY OR ALL DOCUMENTS INCORPORATED HEREIN BY
REFERENCE (OTHER THAN EXHIBITS TO SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED
TO:
HOUSEHOLD FINANCE CORPORATION
2700 SANDERS ROAD
PROSPECT HEIGHTS, ILLINOIS 60070
ATTENTION:OFFICE OF THE SECRETARY
TELEPHONE: 708-564-5000
2
<PAGE>
HOUSEHOLD FINANCE CORPORATION
HFC was incorporated in Delaware in 1925, as successor to an enterprise which
traces its origin through the same ownership to an office established in 1878.
The address of its principal executive office is 2700 Sanders Road, Prospect
Heights, Illinois 60070 (telephone 708-564-5000). HFC is a subsidiary of
Household International, Inc. ("Household International" or the "parent
company").
HFC and its subsidiaries offer a diversified range of financial services. The
principal product of HFC's consumer financial services business is the making
of cash loans, including home equity loans secured by first and second
mortgages and unsecured credit advances (including revolving and closed-end
personal loans) to middle-income consumers in the United States and Australia.
Loans are made through branch lending offices and through direct marketing
efforts. HFC also seeks to acquire portfolios of open-end and closed-end,
secured and unsecured loans.
HFC, through banking subsidiaries, offers both VISA* and MasterCard* credit
cards to residents throughout the United States.
Household Retail Services is the revolving credit card merchant participation
business of HFC. This business provides sales financing for consumer goods and
purchases and originates and services merchants' private label revolving charge
accounts.
In conjunction with its consumer finance operations and where applicable laws
permit, HFC makes available to customers credit life, credit accident and
health, and household contents insurance. Credit life and credit accident and
health insurance are generally directly written by or reinsured with HFC's
insurance subsidiary, Alexander Hamilton Life Insurance Company of America.
Alexander Hamilton is also engaged in the sale of ordinary life, annuity, and
specialty insurance products to the general public.
HFC, through its subsidiary, Household Commercial Financial Services, Inc.,
also is engaged
in commercial finance, involving leveraged leases, privately-placed, limited-
term preferred stocks and selected commercial financing of equipment or
property. At the end of 1991, HFC discontinued certain higher risk commercial
lending activities.
USE OF PROCEEDS
Unless otherwise indicated in the Prospectus Supplement, HFC will apply the
net proceeds from the sale of the Securities to its general funds to be used in
its financial services business, including the funding of investments in, or
extensions of credit to, HFC's subsidiaries. Pending such applications, the net
proceeds will be used initially to reduce outstanding commercial paper of HFC.
The proceeds of such commercial paper are used in connection with HFC's
financial services business.
- --------
* VISA and MasterCard are registered trademarks of VISA USA, Inc. and
MasterCard International Incorporated, respectively.
3
<PAGE>
HOUSEHOLD FINANCE CORPORATION AND SUBSIDIARIES
SUMMARY FINANCIAL INFORMATION
The following summary financial information of the Company and its
subsidiaries is qualified in its entirety by the detailed information and
financial statements included in the documents referred to under "Incorporation
of Certain Documents by Reference". All amounts are stated in millions of
dollars.
<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS YEAR ENDED
ENDED MARCH 31, DECEMBER 31,
--------------- -----------------
1994 1993 1993 1992
------- ------- -------- --------
<S> <C> <C> <C> <C>
Income Statements
Finance income.............................. $ 348.0 $ 326.2 $1,318.1 $1,334.6
Interest income from noninsurance investment
securities................................. 9.6 8.0 40.9 34.9
Interest expense............................ 123.5 139.3 510.2 633.2
------- ------- -------- --------
Net interest margin......................... 234.1 194.9 848.8 736.3
Provision for credit losses on owned receiv-
ables...................................... 123.9 117.8 494.5 368.3
------- ------- -------- --------
Net interest margin after provision for
credit losses.............................. 110.2 77.1 354.3 368.0
------- ------- -------- --------
Securitization and servicing fee income..... 85.9 100.4 383.4 369.2
Insurance premiums and contract revenues.... 69.1 58.3 242.6 220.5
Investment income........................... 136.3 136.0 552.1 492.2
Fee income.................................. 18.1 11.1 60.7 50.5
Other income................................ 17.7 18.1 77.5 63.5
------- ------- -------- --------
Total other revenues........................ 327.1 323.9 1,316.3 1,195.9
------- ------- -------- --------
Net interest margin after provision for
credit losses and other revenues........... 437.3 401.0 1,670.6 1,563.9
------- ------- -------- --------
Other operating expenses.................... 234.6 205.5 825.6 748.0
Policyholders' benefits..................... 124.2 125.4 517.2 484.1
------- ------- -------- --------
Total costs and expenses.................... 358.8 330.9 1,342.8 1,232.1
------- ------- -------- --------
Income before income taxes.................. 78.5 70.1 327.8 331.8
Income taxes................................ 25.4 22.3 107.4 92.3
------- ------- -------- --------
Net income.................................. $ 53.1 $ 47.8 $ 220.4 $ 239.5
======= ======= ======== ========
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
(UNAUDITED)
MARCH 31, DECEMBER 31,
----------- --------------------
1994 1993 1992
----------- --------- ---------
<S> <C> <C> <C>
Balance Sheets
Assets
Cash....................................... $ 12.7 $ 27.8 $ 48.7
Investment securities...................... 7,026.3 7,082.0 5,902.5
Finance and banking receivables............ 9,774.8 9,338.4 8,459.7
Liquidating commercial assets.............. 1,461.0 1,555.7 1,851.2
Advances to parent company and affiliates.. 372.8 361.7 393.3
Deferred insurance policy acquisition
costs..................................... 459.8 381.6 453.4
Acquired intangibles....................... 233.9 246.7 293.8
Properties and equipment................... 209.2 202.2 177.8
Assets acquired through foreclosure........ 159.3 171.9 191.3
Other assets............................... 505.7 482.2 374.7
--------- --------- ---------
Total assets............................. $20,215.5 $19,850.2 $18,146.4
========= ========= =========
Liabilities and Shareholder's Equity
Debt:
Commercial paper, bank and other
borrowings............................... $ 4,096.6 $ 4,321.8 $ 4,217.9
Senior and senior subordinated debt (with
original maturities over one year)....... 7,148.6 6,813.7 6,601.5
--------- --------- ---------
Total debt................................. 11,245.2 11,135.5 10,819.4
Insurance policy and claim reserves........ 6,143.1 5,981.5 5,243.3
Other liabilities.......................... 986.4 942.7 556.4
--------- --------- ---------
Total liabilities.......................... 18,374.7 18,059.7 16,619.1
--------- --------- ---------
Preferred stock............................ 100.0 100.0 150.0
--------- --------- ---------
Common shareholder's equity:
Common stock and paid-in capital.......... 596.2 551.2 481.2
Retained earnings......................... 1,177.4 1,126.0 914.3
Foreign currency translation adjustments.. (23.7) (21.8) (16.8)
Unrealized gain (loss) on investments,
net...................................... (9.1) 35.1 (1.4)
--------- --------- ---------
Total common shareholder's equity........ 1,740.8 1,690.5 1,377.3
--------- --------- ---------
Total liabilities and shareholder's equity. $20,215.5 $19,850.2 $18,146.4
========= ========= =========
</TABLE>
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for HFC and subsidiaries for the
periods indicated below was as follows:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH
31, YEAR ENDED DECEMBER 31,
------------- ------------------------
1994 1993 1993 1992 1991 1990 1989
------ ------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
HFC and subsidiaries--calculated on
income from continuing operations...... 1.60 1.48 1.61 1.49 1.20 1.32 1.35
</TABLE>
For purposes of calculating the ratio, earnings consist of income from
continuing operations to which has been added income taxes and fixed charges of
subsidiaries. Fixed charges consist of interest on all indebtedness and one-
third rentals (approximate portion representing interest).
5
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The following description of the Debt Securities sets forth certain general
terms and provisions of the Debt Securities to which any Prospectus Supplement
may relate. The particular terms of the Debt Securities offered by any
Prospectus Supplement (the "Offered Debt Securities") and the extent to which
such general terms and provisions may apply to the Offered Debt Securities will
be described in the Prospectus Supplement relating to such Offered Debt
Securities.
GENERAL
Offered Debt Securities will constitute either senior or senior subordinated
unsecured debt of HFC and will be issued under one of the indentures specified
elsewhere herein (the "Indentures"). The Indentures, or forms thereof, and the
Standard Provisions (as defined herein) have been filed as exhibits to HFC's
Registration Statement which registers the Securities with the Commission. The
following summaries do not purport to be complete and, where particular
provisions of an Indenture or the Standard Provisions are referred to, such
provisions, including definitions of certain terms, are incorporated by
reference as part of such summaries, which are qualified in their entirety by
such reference.
The Indentures provide that Debt Securities may be issued thereunder from
time to time in one or more series and do not limit the aggregate principal
amount of the Debt Securities except as may be otherwise provided with respect
to any particular series of Offered Debt Securities.
Unless otherwise indicated in the Prospectus Supplement with respect to any
particular series of Offered Debt Securities, the Debt Securities will be
issued in definitive registered form without coupons, will be exchangeable for
authorized denominations, and will be transferable at any time or from time to
time. No charge will be made to the holder for any such exchange or
registration of transfer except for any tax or governmental charge incident
thereto.
Reference is made to the Prospectus Supplement relating to the particular
series of Debt Securities offered thereby for the following terms and other
information to the extent applicable with respect to the Offered Debt
Securities: (1) the title of the Offered Debt Securities and whether such
Offered Debt Securities will be senior or senior subordinated debt of HFC; (2)
any limit on the aggregate principal amount of the Offered Debt Securities; (3)
the price (expressed as a percentage of the aggregate principal amount thereof)
HFC will be paid for the Offered Debt Securities and the initial offering
price, if any, at which the Offered Debt Securities will be offered to the
public; (4) the currency, currencies or currency units for which the Offered
Debt Securities may be purchased and the currency, currencies or currency units
in which the principal of and any interest on such Offered Debt Securities may
be payable; (5) the date or dates on which the Offered Debt Securities will
mature; (6) the rate or rates (which may be fixed or variable) per annum at
which the Offered Debt Securities will bear interest, if any; (7) the date from
which such interest, if any, on the Offered Debt Securities will accrue, the
dates on which such interest, if any, will be payable, the date on which
payment of such interest, if any, will commence, and the Regular Record Dates
for such Interest Payment Dates, if any; (8) the dates, if any, on which and
the price or prices at which the Offered Debt Securities will, pursuant to any
mandatory sinking fund provisions, or may, pursuant to any optional sinking
fund or to any purchase fund provisions, be redeemed by HFC, and the other
detailed terms and provisions of such sinking and/or purchase funds; (9) the
date, if any, after which and the price or prices at which the Offered Debt
Securities may, pursuant to any optional redemption provisions, be redeemed at
the option of HFC or of the holder thereof and the other detailed terms and
provisions of such optional redemption; (10) the denominations in which the
Offered Debt Securities are authorized to be issued; (11) the securities
exchange, if any, on which the Debt Securities will be listed; and (12)
additional provisions, if any, with respect to the Offered Debt Securities.
6
<PAGE>
If any of the Debt Securities are sold for foreign currencies or foreign
currency units or if the principal of or any interest on any series of Debt
Securities is payable in foreign currencies or foreign currency units, the
restrictions, elections, tax consequences, specific terms and other information
with respect to such issue of Debt Securities and such currencies or currency
units will be set forth in a Prospectus Supplement relating thereto.
Debt Securities may be issued as Original Issue Discount Securities to be
offered and sold at a discount below their stated principal amount. "Original
Issue Discount Securities" means any Debt Securities that provide for an amount
less than the principal amount thereof to be due and payable upon a declaration
of acceleration of the maturity thereof upon the occurrence of an Event of
Default and the continuation thereof. As used in the following summary of
certain terms of the Debt Securities, the term "principal amount" means, in the
case of any Original Issue Discount Security, the amount that would then be due
and payable upon acceleration of the maturity thereof, as specified in such
Debt Security.
SENIOR DEBT SECURITIES
The trustees for the indentures under which Offered Debt Securities
constituting senior debt of HFC (the "Senior Debt Securities") will be issued
shall be either Continental Bank, National Association, NationsBank of
Tennessee, The First National Bank of Boston, The First National Bank of
Chicago or BankAmerica National Trust Company, successor to BankAmerica Trust
Company of New York (collectively, the "Senior Trustees"). Each particular
series of Senior Debt Securities will be issued under the Indenture specified
in the Prospectus Supplement between HFC and a Senior Trustee, which will
incorporate the terms and provisions of the Standard Multiple-Series Indenture
Provisions for Senior Debt Securities dated as of June 1, 1992 (the "Standard
Provisions"). The above noted indentures are collectively called the
"Indentures for Senior Debt Securities" herein. Senior Debt Securities will
rank on a parity with all unsecured debt of HFC, and prior to all subordinated
debt.
Principal of and interest, if any, on Senior Debt Securities will be payable
at the office or agency of HFC specified in the Prospectus Supplement,
depending on the Senior Trustee; provided, however, that payment of interest
may be made at the option of HFC by check or draft mailed to the person
entitled thereto.
Covenant Against Creation of Pledges or Liens
All Senior Debt Securities issued under the Indentures for Senior Debt
Securities will be unsecured. HFC covenants that, with the exceptions listed
below, it will not issue, assume or guarantee any indebtedness for borrowed
money secured by a mortgage, security interest, pledge or lien ("security
interest") of or upon any of its property, now owned or hereafter acquired,
unless the Senior Debt Securities then outstanding are, by supplemental
indenture, effectively secured by such security interest equally and ratably
with all other indebtedness secured thereby for so long as such other
indebtedness shall be so secured. The term "indebtedness for borrowed money"
does not include any guarantee, cash deposit or other recourse obligation in
connection with the sale, securitization or discount by HFC of finance or
accounts receivables, trade acceptances, or other paper arising in the ordinary
course of its business.
The foregoing covenant does not apply to (a) security interests to secure the
payment of the purchase price of property, shares of capital stock, or
indebtedness acquired by HFC or the cost of construction or improvement of such
property or the refinancing of all or any part of such secured
7
<PAGE>
indebtedness, provided that such security interests do not apply to any other
property, shares of capital stock, or indebtedness of HFC; (b) security
interests on property, shares of capital stock, or indebtedness existing at the
time of acquisition by HFC; (c) security interests on property of a corporation
which security interests exist at the time such corporation merges or
consolidates with or into HFC or which security interests exist at the time of
the sale or transfer of all or substantially all of the assets of such
corporation to HFC; (d) security interests to secure any indebtedness of HFC to
a subsidiary; (e) security interests in property of HFC in favor of the United
States of America or any state or agency or instrumentality thereof, or in
favor of any other country or political subdivision, to secure partial,
progress, advance, or other payments pursuant to any contract or statute or to
secure any indebtedness incurred or guaranteed for the purpose of financing all
or any part of the purchase price or the cost of construction of the property
subject to such security interests; (f) security interests on properties
financed through tax-exempt municipal obligations;
provided that such security interests are limited to the property so financed;
(g) security interests existing on the date of execution of the applicable
Indenture; and (h) any extension, renewal, refunding, or replacement (or
successive extensions, renewals, refundings, or replacements), in whole or in
part, of any security interest referred to in the foregoing clauses (a) through
(g) inclusive; provided, however, that the principal amount of indebtedness
secured in such extension, renewal, refunding, or replacement does not exceed
the principal amount of indebtedness secured at the time by such security
interest; provided, further, that such extension, renewal, refunding, or
replacement of such security interest is limited to all or part of the property
subject to such security interest so extended, renewed, refunded, or replaced.
Notwithstanding the foregoing, HFC may, without equally and ratably securing
the Senior Debt Securities, issue, assume, or guarantee indebtedness secured by
a security interest not excepted pursuant to clauses (a) through (h) above if
the aggregate amount of such indebtedness, together with all other indebtedness
of, or guaranteed by, HFC existing at such time and secured by security
interests not so excepted, does not at the time exceed 10% of HFC's
Consolidated Net Worth (as defined). In addition, an arrangement with any
person providing for the leasing by HFC of any property, which property has
been or is to be sold or transferred by HFC to such person with the intention
that such property be leased back to HFC, shall not be deemed to create any
indebtedness secured by a security interest if the obligation in respect to
such lease would not be included as a liability on a consolidated balance sheet
of HFC. The holders of not less than a majority in principal amount of the Debt
Securities at the time outstanding under an Indenture, on behalf of the holders
of all of the Debt Securities issued under such Indenture, may waive compliance
with the foregoing covenant. (Standard Provisions--Section 3.08)
Concerning the Trustees
HFC maintains a banking relationship with each of the Senior Trustees or
affiliates thereof and certain of the Senior Trustees are also trustees under
other indentures of HFC under which outstanding senior or subordinated
unsecured debt securities of HFC have been issued. The Senior Trustees or
affiliates thereof may also have other financial relations with HFC and other
corporations affiliated with HFC.
SENIOR SUBORDINATED DEBT SECURITIES
Offered Debt Securities which will constitute senior subordinated unsecured
debt of HFC (the "Senior Subordinated Debt Securities") will be issued under
(i) an Indenture dated as of May 15, 1989, between HFC and BankAmerica National
Trust Company, successor to BankAmerica Trust Company of New York, as Trustee,
or (ii) an Indenture dated as of March 15, 1990, between HFC and Harris Trust
and Savings Bank, as Trustee (the "Indentures for Senior Subordinated Debt
Securities").
8
<PAGE>
Unless a different place is specified in the Prospectus Supplement, principal
and interest, if any, on Senior Subordinated Debt Securities will be payable at
the office or agency of HFC in New York, New York, with respect to the
Indenture with BankAmerica Trust Company of New York; or in Chicago, Illinois,
with respect to the Indenture with Harris Trust and Savings Bank; provided,
however, that payment of interest may be made at the option of HFC by check or
draft mailed to the person entitled thereto.
Subordination
Senior Subordinated Debt Securities are subordinate and junior in right of
payment to all indebtedness for borrowed money of HFC, whenever outstanding,
which is not by its terms subordinate and junior to other indebtedness of HFC,
such indebtedness of HFC to which the Senior Subordinated Debt Securities are
subordinate and junior being hereinafter called "senior indebtedness." At June
30, 1994, the aggregate amount of the outstanding senior indebtedness of HFC
was approximately $6.7 billion. HFC is not directly limited in its ability to
issue additional senior indebtedness.
In the event of any insolvency or bankruptcy proceedings, and any
receivership, liquidation, reorganization or other similar proceedings in
connection therewith, relative to HFC or to its creditors, as such, or to its
property, and in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of HFC, whether or not involving insolvency or
bankruptcy, then the holders of senior indebtedness shall be entitled to
receive payment in full of all principal and interest on all senior
indebtedness before the holders of the Senior Subordinated Debt Securities are
entitled to receive any payment on account of principal or interest upon the
Senior Subordinated Debt Securities, and to that end (but subject to the power
of a court of competent jurisdiction to make other equitable provision
reflecting the rights conferred in the Indentures for Senior Subordinated Debt
Securities upon the senior indebtedness and the holders thereof with respect to
the subordinated indebtedness represented by the Senior Subordinated Debt
Securities and the holders thereof by a lawful plan of reorganization under
applicable bankruptcy law) the holders of senior indebtedness shall be entitled
to receive for application in payment thereof any payment or distribution of
any kind or character, whether in cash or property or securities, which may be
payable or deliverable in any such proceedings in respect of the Senior
Subordinated Debt Securities, except securities which are subordinate and
junior in right of payment to the payment of all senior indebtedness then
outstanding.
In the event that any Senior Subordinated Debt Security is declared or
becomes due and payable before its expressed maturity because of the occurrence
of a default under the Indentures for Senior Subordinated Debt Securities
(under circumstances when the provisions of the foregoing paragraph shall not
be applicable), the holders of the senior indebtedness outstanding at the time
such Senior Subordinated Debt Security so becomes due and payable because of
such occurrence of such default shall be entitled to receive payment in full of
all principal and interest on all senior indebtedness before the holders of the
Senior Subordinated Debt Securities are entitled to receive any payment on
account of the principal or interest upon the Senior Subordinated Debt
Securities.
Without limiting the foregoing, no payment of principal, premium or interest
shall be made upon the Senior Subordinated Debt Securities during the
continuance of any default in the making of any required payment under any
sinking fund or analogous fund created for the benefit of any senior
indebtedness or any other default in the payment of principal of, or interest
on, any senior indebtedness then outstanding, whether by lapse of time, by
declaration, by call or notice of prepayment or otherwise. (Indentures for
Senior Subordinated Debt Securities--Section 12.01)
9
<PAGE>
Liens
HFC will not create, assume, incur or suffer to exist any mortgage, pledge or
other lien on any of the property or assets of HFC whether now owned or
hereafter acquired for the purpose of securing any senior subordinated
indebtedness or junior subordinated indebtedness, as defined. (Indentures for
Senior Subordinated Debt Securities--Section 3.08)
Concerning the Trustee
BankAmerica Trust Company of New York and Harris Trust and Savings Bank are
trustees under other indentures of HFC under which certain of HFC's outstanding
senior subordinated debt securities have been issued. HFC maintains banking
relationships with Harris Trust and Savings Bank and an affiliate of
BankAmerica Trust Company of New York. These trustees, or affiliates thereof,
also have other financial relations with HFC and other corporations affiliated
with HFC.
SATISFACTION, DISCHARGE, AND DEFEASANCE OF THE INDENTURES AND DEBT SECURITIES
If there is deposited irrevocably with the Trustee as trust funds for the
benefit of the holders of Debt Securities of a particular series an amount, in
money or the equivalent in securities of the United States or securities the
principal of and interest on which is fully guaranteed by the United States,
sufficient to pay the principal, premium, if any, and interest, if any, on such
series of Debt Securities on the dates such payments are due in accordance with
the terms of such series of Debt Securities through their maturity, and if HFC
has paid or caused to be paid all other sums payable by it under the applicable
Indenture with respect to such series, then HFC will be deemed to have
satisfied and discharged the entire indebtedness represented by such series of
Debt Securities and all of the obligations of HFC under such Indenture with
respect to such series, except as otherwise provided in such Indenture. In the
event of any such defeasance, holders of such Debt Securities would be able to
look only to such trust funds for payment of principal, premium, if any, and
interest, if any, on their Debt Securities. (Standard Provisions, Indentures
for Senior Subordinated Debt Securities--Section 6.03)
For federal income tax purposes, any such defeasance may be treated as a
taxable exchange of the related Debt Securities for an issue of obligations of
the trust or a direct interest in the cash and securities held in the trust. In
that case holders of such Debt Securities would recognize gain or loss as if
the trust obligations or the cash or securities deposited, as the case may be,
had actually been received by them in exchange for their Debt Securities. Such
holders thereafter would be required to include in income a share of the
income, gain or loss of the trust. The amount so required to be included in
income could be a different amount than would be includable in the absence of
defeasance. Prospective investors are urged to consult their own tax advisors
as to the specific consequences to them of defeasance.
MODIFICATION OF INDENTURES
Each Indenture provides that the holders of not less than a majority in
principal amount of each series of Debt Securities at the time outstanding
under such Indenture may enter into supplemental indentures for the purpose of
amending, in any manner, provisions of the Indenture or of any supplemental
indenture or modifying the rights of holders of such series of Debt Securities.
However, no such supplemental indenture, without the consent of the holder of
each outstanding Debt Security affected thereby, shall, among other things, (i)
change the maturity of the principal of, or any installment of interest on any
Debt Security, or reduce the principal amount thereof or the interest thereon
or any premium payable upon the redemption thereof, or (ii) reduce the
aforesaid percentage of the Debt Securities, the consent of the holders of
which is required for the execution of any such supplemental indenture or for
any waiver of compliance with any covenant or condition in such Indenture.
(Standard Provisions, Indentures for Senior Subordinated Debt Securities--
Section 11.02)
10
<PAGE>
Each Indenture may be amended or supplemented without the consent of any
holder of Debt Securities under certain circumstances, including (i) to cure
any ambiguity, defect or inconsistency in the Indenture, any supplemental
indenture, or in the Debt Securities of any series; (ii) to evidence the
succession of another corporation to the Company and to provide for the
assumption of all the obligations of the Company under the Debt Securities and
the Indenture by such corporation; (iii) to provide for uncertificated Debt
Securities in addition to certificated Debt Securities; (iv) to make any change
that does not adversely affect the rights of holders of Debt Securities issued
thereunder; (v) to provide for a new series of Debt Securities; or (vi) to add
to rights of holders of Debt Securities or add additional Events of Default.
(Standard Provisions, Indentures for Senior Subordinated Debt Securities--
Section 11.01)
SUCCESSOR ENTITY
The Company may not consolidate with or merge into, or transfer, sell or
lease its properties and assets as, or substantially as, an entirety to another
entity unless the successor entity is a corporation incorporated within the
United States and, after giving effect thereto, no default under the Indenture
shall have occurred and be continuing. Thereafter, except in the case of a
lease, all obligations of the Company under the Indenture terminate. (Standard
Provisions, Indentures for Senior Subordinated Debt Securities--Sections 10.01
and 10.02)
EVENTS OF DEFAULT
Each Indenture defines the following as Events of Default with respect to any
series of Debt Securities: default for 30 days in the payment of any interest
upon any Debt Security of such series issued under such Indenture; default in
the payment of any principal of or premium on any such Debt Security; default
for 30 days in the deposit of any sinking fund or similar payment for such
series of Debt Securities; default for 60 days after notice in the performance
of any other covenant in the Indenture; certain defaults for 30 days after
notice in the payment of principal or interest, or in the performance of other
covenants, with respect to borrowed money under another indenture in which the
Trustee for such Debt Securities is trustee which results in the principal
amount of such indebtedness becoming due and payable prior to maturity, which
acceleration has not been rescinded or annulled; and certain events of
bankruptcy, insolvency or reorganization. HFC is required to file with each
Trustee annually a certificate as to the absence of certain defaults under the
Indenture. (Standard Provisions, Indentures for Senior Subordinated Debt
Securities--Sections 7.01 and 3.05)
If an Event of Default with respect to Debt Securities of any series at the
time outstanding occurs and is continuing, either the Trustee or the holders of
not less than 25% in principal amount of the outstanding Debt Securities of
such series by notice as provided in the Indenture may declare the principal
amount of all the Debt Securities of such series to be due and payable
immediately. At any time after a declaration of acceleration with respect to
Debt Securities of any series has been made, but before a judgment or decree
for payment of money has been obtained by the Trustee, the holders of not less
than a majority in principal amount of outstanding Debt Securities of such
series may, under certain circumstances, rescind or annul such declaration of
acceleration. (Standard Provisions, Indentures for Senior Subordinated Debt
Securities--Section 7.02)
The holders of not less than a majority in principal amount of the
outstanding Debt Securities of each series may, on behalf of all holders of
Debt Securities of such series, waive any past default under the Indenture and
its consequences with respect to Debt Securities of such series, except a
default (a) in the payment of principal of (or premium, if any) or interest, if
any, on any Debt Securities of such series, or (b) in respect of a covenant or
provision of the Indenture which cannot be modified or amended without the
consent of the holder of each outstanding Debt Security of such series
affected. (Standard Provisions, Indentures for Senior Subordinated Debt
Securities--Section 7.13)
11
<PAGE>
Each Indenture provides that the Trustee thereunder may withhold notice to
holders of Debt Securities of any default, except in payment of the principal
of (or premium, if any) or interest, if any, on any Debt Security issued under
such Indenture or in the payment of any sinking fund or similar payment, if it
considers it in the interest of holders of Debt Securities to do so. (Standard
Provisions, Indentures for Senior Subordinated Debt Securities--Section 8.02)
Holders of Debt Securities may not enforce an Indenture except as provided
therein. (Standard Provisions, Indentures for Senior Subordinated Debt
Securities--Section 7.07) Each Indenture provides that the holders of a
majority in principal amount of the outstanding debt securities issued under
such Indenture have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee. (Standard Provisions, Indentures
for Senior Subordinated Debt Securities--Section 7.12) The Trustee will not be
required to comply with any request or direction of holders of Debt Securities
pursuant to the Indenture unless offered indemnity against costs and
liabilities which might be incurred by the Trustee as a result of such
compliance. (Standard Provisions, Indentures for Senior Subordinated Debt
Securities--Section 8.03(e))
DESCRIPTION OF WARRANTS
HFC may issue, together with any Debt Securities offered by any Prospectus
Supplement or separately, Warrants for the purchase of other Debt Securities.
The Warrants are to be issued under warrant agreements (each a "Warrant
Agreement") to be entered into between HFC and a bank or trust company, as
warrant agent ("Warrant Agent"), all as set forth in the Prospectus Supplement
relating to the particular issue of Warrants ("Offered Warrants"). A copy of
the forms of Warrant Agreement, including the form of warrant certificates
representing the Warrants ("Warrant Certificates"), reflecting the alternative
provisions to be included in the Warrant Agreements that will be entered into
with respect to particular offerings of Warrants, is filed as an exhibit to the
Registration Statement. The following summaries of certain provisions of the
Warrant Agreement and the Warrant Certificates do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all
the provisions of the Warrant Agreement and the Warrant certificates,
respectively, including the definitions therein of certain terms.
GENERAL
The Prospectus Supplement describes the terms of the Offered Warrants, the
Warrant Agreement relating to the Offered Warrants and the Warrant Certificates
representing the Offered Warrants, including the following: (1) the
designation, aggregate principal amount, and terms of the Debt Securities
purchasable upon exercise of the Offered Warrants; (2) the designation and
terms of any related Debt Securities with which the Offered Warrants are issued
and the number of Offered Warrants issued with each such Debt Security; (3) the
date, if any, on and after which the Offered Warrants and the related Offered
Debt Securities will be separately transferable; (4) the principal amount of
Debt Securities purchasable upon exercise of one Offered Warrant and the price
at which such principal amount of Debt Securities may be purchased upon such
exercise; (5) the date on which the right to exercise the Offered Warrants
shall commence and the date ("Expiration Date") on which such right shall
expire; (6) whether the Warrants represented by the Warrant Certificates will
be issued in registered or bearer form, and if registered, where they may be
transferred and registered; and (7) any other terms of the Offered Warrants.
Warrant Certificates will be exchangeable on the terms specified in the
Prospectus Supplement for new Warrant Certificates of different denominations,
and Warrants may be exercised at the corporate trust office of the Warrant
Agent or any other office indicated in the Prospectus
12
<PAGE>
Supplement. Prior to the exercise of their Warrants, holders of Warrants will
not have any of the rights of Holders of the Debt Securities purchasable upon
such exercise and will not be entitled to payments of principal of, premium, if
any, or interest, if any, on the Debt Securities purchasable upon such
exercise.
EXERCISE OF WARRANTS
Each Offered Warrant will entitle the holder to purchase such principal
amount of Debt Securities at such exercise price as shall in each case be set
forth in, or be determinable as set forth in, the Prospectus Supplement
relating to the Offered Warrants by payment of such exercise price in full in
the manner specified in the Prospectus Supplement. Offered Warrants may be
exercised at any time up to the close of business on the Expiration Date set
forth in the Prospectus Supplement relating to the Offered Warrants. After the
close of business on the Expiration Date, unexercised Warrants will become
void.
Upon receipt of payment of the exercise price and the Warrant Certificate
properly completed and duly executed at the corporate trust office of the
Warrant Agent or any other office indicated in the Prospectus Supplement, HFC
will, as soon as practicable, forward the Debt Securities purchasable upon such
exercise. If less than all of the Warrants represented by such Warrant
Certificate are exercised, a new Warrant Certificate will be issued for the
remaining amount of Warrants.
PLAN OF DISTRIBUTION
HFC may sell the Securities in any of three ways: (i) through underwriters or
dealers; (ii) directly to a limited number of purchasers or to a single
purchaser; or (iii) through agents. The Prospectus Supplement sets forth the
terms of the offering of the Offered Debt Securities and any Offered Warrants
(collectively, the "Offered Securities"), including the name or names of any
underwriters, dealers or agents, the purchase price of the Offered Securities
and the proceeds to HFC from such sale, any underwriting discounts and other
items constituting underwriters' compensation and any discounts and commissions
allowed or paid to dealers. Any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers may be changed from time
to time.
If the Offered Securities are sold through underwriters, the Prospectus
Supplement relating thereto describes the nature of the obligation of the
underwriters to take and pay for the Offered Securities. The Offered Securities
may be offered to the public either through underwriting syndicates represented
by one or more managing underwriters or directly by one or more underwriting
firms acting alone. The underwriter or underwriters with respect to a
particular underwritten offering of Offered Securities are named in the
Prospectus Supplement relating to such offering, and, if an underwriting
syndicate is used, the managing underwriter or underwriters are set forth on
the cover of such Prospectus Supplement. Unless otherwise set forth in the
Prospectus Supplement, the obligations of the underwriters to purchase the
Offered Securities will be subject to certain conditions precedent, and the
underwriters will be obligated to purchase all the Offered Securities if any
are purchased.
The Offered Securities may be sold directly by HFC or through agents
designated by HFC from time to time. Any agent involved in the offer or sale of
the Offered Securities in respect of which this Prospectus is delivered is
named, and any commissions payable by HFC to such agent are set forth, in the
Prospectus Supplement relating thereto.
Underwriters and agents who participate in the distribution of the Offered
Securities may be entitled under agreements which may be entered into with HFC
to indemnification by HFC against certain liabilities, including liabilities
under the Securities Act of 1933, or to contribution with respect to payments
which the underwriters or agents may be required to make in respect thereof.
13
<PAGE>
If so indicated in the Prospectus Supplement, HFC will authorize
underwriters, dealers or other persons acting as HFC's agents to solicit offers
by certain institutions to purchase Offered Securities from HFC pursuant to
contracts providing for payment and delivery on a future date. Institutions
with which such contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others, but in all cases such institutions must be
approved by HFC. The obligations of any purchaser under any such contract will
not be subject to any conditions except that (i) the purchase of the Offered
Securities shall not at the time of delivery be prohibited under the laws of
the jurisdiction to which such purchaser is subject, and (ii) if the Offered
Securities are also being sold to underwriters, HFC shall have sold to such
underwriters the Offered Securities not sold for delayed delivery. The
underwriters, dealers and such other persons will not have any responsibility
in respect of the validity or performance of such contracts.
There can be no assurance that a secondary market will be created for the
Offered Securities or, if it is created, that it will continue.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Estimated Expenses:
Printing & Engraving Fees.................................. $ 200,000
Fees of Transfer Agent and Registrar....................... 35,000
Accountants' Fees and Expenses............................. 50,000
Blue Sky Qualification Fees and Expenses................... 25,000
SEC Filing Fee............................................. 689,660
Rating Agency Fees......................................... 1,000,000
Legal Fees and Expenses.................................... 10,000
Miscellaneous.............................................. 15,340
----------
Total.................................................... $2,025,000
==========
</TABLE>
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*Actual
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Corporation Law of Delaware (Section 145) gives Delaware
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason of being or
having been such directors or officers, subject to specified conditions and
exclusions; gives a director or officer who successfully defends an action the
right to be so indemnified; and authorizes Household Finance Corporation
("HFC") to buy directors' and officers' liability insurance. Such
indemnification is not exclusive of any other right to which those indemnified
may be entitled under any bylaw, agreement, vote of stockholders or otherwise.
A bylaw of HFC states and makes mandatory the indemnification expressly
authorized under the General Corporation Law of Delaware, in the absence of
other indemnification by contract, vote of stockholders or otherwise, with
these exceptions: the bylaw makes no distinction between litigation brought by
third parties and litigation brought by or in the right of HFC as regards the
required standard of conduct imposed upon the individual in order to be
entitled to indemnification. The bylaw standard applicable in all cases
(excepting indemnification in connection with the successful defense of any
proceeding or matter therein which is mandatory under the General Corporation
Law of Delaware and the bylaw without reference to any such standard) is that
the individual shall have acted in good faith and in a manner he/she reasonably
believed to be in or not opposed to the best interests of HFC, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his/her conduct was unlawful. Further, the bylaw would protect
directors, officers, employees and agents against any and all expenses and
liability with respect to actions brought against them by or in the right of
HFC if the required standard of conduct is met. The bylaw is qualified in its
entirety in that no indemnification will be made if prohibited by applicable
law. The bylaw is applicable only to claims, actions, suits or proceedings made
or commenced after its adoption, whether arising from prior or subsequent acts
or omissions to act. The bylaw is applicable to directors, officers, employees
or agents of HFC and also to persons who are serving at the request of HFC as
directors, officers, employees or agents of other corporations.
Article VII of the Restated Certificate of Incorporation of Household
International, Inc. ("Household International") provides for indemnification to
the fullest extent permitted by Section 145 of the General Corporation Law of
Delaware for directors, officers and employees of Household International and
also to persons who are serving at the request of Household International as
directors, officers or employees of other corporations. Household International
has purchased liability policies which indemnify HFC's officers and directors
against loss arising from claims by reason of their legal liability for acts as
officers and directors, subject to limitations and conditions as set forth in
the policies.
Pursuant to agreements which HFC may enter into with underwriters or agents
(the form of which is included as an exhibit to this Registration Statement),
officers and directors of HFC may be entitled to indemnification by such
underwriters or agents against certain liabilities, including liabilities under
the Securities Act of 1933, as amended, arising from information appearing in
the Registration Statement or any Prospectus which has been furnished to HFC by
such underwriters or agents.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<S> <C>
1 Form of Underwriting Agreement for Debt Securities and Warrants to
Purchase Debt Securities.
4(a) Indenture dated as of May 15, 1989, between Household Finance Corporation
("HFC") and BankAmerica Trust Company of New York, as Trustee.
(Incorporated herein by reference from Exhibit 4 to HFC's Current Report
on Form 8-K (File No. 1-75) dated July 5, 1989).
4(b) Indenture dated as of March 15, 1990, between HFC and Harris Trust and
Savings Bank, as Trustee. (Incorporated herein by reference from Exhibit
4(e) to HFC's Registration Statement on Form S-3 (No. 33-38955).
4(c) Standard Multiple-Series Indenture Provisions for Senior Debt Securities
dated as of June 1, 1992. (Incorporated herein by reference from Exhibit
4(b) to HFC's Registration Statement on Form S-3 (No. 33-48854).
4(d) Indenture for Senior Debt Securities between HFC and Continental Bank,
National Association, as Trustee, dated as of October 1, 1992.
4(e) Indenture for Senior Debt Securities between HFC and The First National
Bank of Boston, as Trustee, dated as of January 1, 1993.
4(f) Form of Indenture for Senior Debt Securities between HFC and NationsBank
of Tennessee, as Trustee.
4(g) Form of Indenture for Senior Debt Securities between HFC and The First
National Bank of Chicago, as Trustee.
4(h) Indenture for Senior Debt Securities between HFC and BankAmerica National
Trust Company, successor to BankAmerica Trust Company of New York, as
Trustee, dated as of February 1, 1993.
4(i) Forms of Warrant Agreement, including forms of Warrant Certificate.
5 Opinion and Consent of Mr. J. W. Blenke, Assistant General Counsel and
Secretary of Household International, Inc.
12 Statement on the Computation of Ratio of Earnings to Fixed Charges.
(Incorporated herein by reference from Exhibit 12 to HFC's Annual Report
on Form 10-K (File No. 1-75) for the fiscal year ended December 31, 1993
and Exhibit 12 to HFC's Quarterly Report on Form 10-Q (File No. 1-75) for
the quarter ended March 31, 1994).
23(a) Consent of Arthur Andersen & Co., Certified Public Accountants.
23(b) Consent of Mr. J. W. Blenke, Assistant General Counsel and Secretary of
Household International, Inc., is contained in his opinion (Exhibit 5).
24 Power of Attorney (included on page II-5).
25(a) Statement of eligibility and qualification of The First National Bank of
Chicago.
25(b) Statement of eligibility and qualification of BankAmerica National Trust
Company.
25(c) Statement of eligibility and qualification of Harris Trust and Savings
Bank.
25(d) Statement of eligibility and qualification of The First National Bank of
Boston.
25(e) Statement of eligibility and qualification of Continental Bank, National
Association.
25(f) Statement of eligibility and qualification of NationsBank of Tennessee.
<S> <C>
1
4(a)
4(b)
4(c)
4(d)
4(e)
4(f)
4(g)
4(h)
4(i)
5
12
23(a)
23(b)
24
25(a)
25(b)
25(c)
25(d)
25(e)
25(f)
</TABLE>
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<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(5) That for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed
to be part of this Registration Statement as of the time it was declared
effective.
(6) That for purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-3
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions set forth or described in Item
15 of this Registration Statement, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person in
the successful defense of any action, suit or proceeding) is asserted
against the Registrant by such director, officer or controlling person, in
connection with the securities registered hereby, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT ON FORM S-3 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF PROSPECT HEIGHTS, AND STATE OF ILLINOIS, ON THE
10TH DAY OF AUGUST, 1994.
HOUSEHOLD FINANCE CORPORATION
/s/ R. F. Elliott
By___________________________________
R. F. Elliott President and Chief
Executive Officer
Each person whose signature appears below constitutes and appoints J. W.
Blenke and P. D. Schwartz and each or any of them (with full power to act
alone), as his/her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him/her in his/her name, place and
stead, in any and all capacities, to sign and file with the Securities and
Exchange Commission, any and all amendments (including post-effective
amendments) to the Registration Statement, granting unto each such attorney-in-
fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying and confirming
all that such attorney-in-fact and agent or their substitutes may lawfully do
or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT ON FORM S-3 HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 10TH DAY OF AUGUST, 1994.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C> <C> <C>
/s/ R. F. Elliott
------------------------------------
(R. F. Elliott) President and Chief Executive Officer,
Director
/s/ D. A. Schoenholz
------------------------------------
(D. A. Schoenholz) Vice President--Chief Accounting
Officer, Chief Financial Officer,
Director
/s/ D. C. Clark
------------------------------------
(D. C. Clark) Director
</TABLE>
THE REGISTRANT REASONABLY BELIEVES THAT THE SECURITY RATING TO BE ASSIGNED TO
THE SECURITIES REGISTERED HEREUNDER WILL MAKE THE SECURITIES "INVESTMENT GRADE
SECURITIES" PURSUANT TO TRANSACTION REQUIREMENT B.2 OF FORM S-3.
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DOCUMENT DESCRIPTION NUMBER
------- -------------------- ----------
<C> <S> <C>
1 Form of Underwriting Agreement for Debt Securities and Warrants to
Purchase Debt Securities.
4(a) Indenture dated as of May 15, 1989, between Household Finance Corporation
("HFC") and BankAmerica Trust Company of New York, as Trustee.
(Incorporated herein by reference from Exhibit 4 to HFC's Current Report
on Form 8-K (File No. 1-75) dated July 5, 1989).
4(b) Indenture dated as of March 15, 1990, between HFC and Harris Trust and
Savings Bank, as Trustee. (Incorporated herein by reference from Exhibit
4(e) to HFC's Registration Statement on Form S-3 (No. 33-38955).
4(c) Standard Multiple-Series Indenture Provisions for Senior Debt Securities
dated as of June 1, 1992. (Incorporated herein by reference from Exhibit
4(b) to HFC's Registration Statement on Form S-3 (No. 33-48854).
4(d) Indenture for Senior Debt Securities between HFC and Continental Bank,
National Association, as Trustee, dated as of October 1, 1992.
4(e) Indenture for Senior Debt Securities between HFC and The First National
Bank of Boston, as Trustee, dated as of January 1, 1993.
4(f) Form of Indenture for Senior Debt Securities between HFC and NationsBank
of Tennessee, as Trustee.
4(g) Form of Indenture for Senior Debt Securities between HFC and The First
National Bank of Chicago, as Trustee.
4(h) Indenture for Senior Debt Securities between HFC and BankAmerica National
Trust Company, successor to BankAmerica Trust Company of New York, as
Trustee, dated as of February 1, 1993.
4(i) Forms of Warrant Agreement, including forms of Warrant Certificate.
5 Opinion and Consent of Mr. J. W. Blenke, Assistant General Counsel and
Secretary of Household International, Inc.
12 Statement on the Computation of Ratio of Earnings to Fixed Charges.
(Incorporated herein by reference from Exhibit 12 to HFC's Annual Report
on Form 10-K (File No. 1-75) for the fiscal year ended December 31, 1993
and Exhibit 12 to HFC's Quarterly Report on Form 10-Q (File No. 1-75) for
the quarter ended March 31, 1994).
23(a) Consent of Arthur Andersen & Co., Certified Public Accountants.
23(b) Consent of Mr. J. W. Blenke, Assistant General Counsel and Secretary of
Household International, Inc., is contained in his opinion (Exhibit 5).
24 Power of Attorney (included on page II-5).
25(a) Statement of eligibility and qualification of The First National Bank of
Chicago.
25(b) Statement of eligibility and qualification of BankAmerica National Trust
Company.
25(c) Statement of eligibility and qualification of Harris Trust and Savings
Bank.
25(d) Statement of eligibility and qualification of The First National Bank of
Boston.
25(e) Statement of eligibility and qualification of Continental Bank, National
Association.
25(f) Statement of eligibility and qualification of NationsBank of Tennessee.
</TABLE>
<PAGE>
EXHIBIT 1
HOUSEHOLD FINANCE CORPORATION
UNDERWRITING AGREEMENT
[Name(s) of Representative(s)]
[Address]
, 199_
Dear Sirs:
From time to time Household Finance Corporation, a Delaware corporation (the
"Company"), proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the underwriters
named in Schedule I to the applicable Pricing Agreement (with respect to each
such Pricing Agreement, the "Underwriters") certain of its debt securities (the
"Debt Securities") and, if applicable, warrants to purchase Debt Securities
(the "Warrants") specified in Schedule II to such Pricing Agreement (with
respect to each such Pricing Agreement, the "Designated Debt Securities" and
the "Designated Warrants").
The terms and rights of any particular issuance of Designated Debt Securities
shall be as specified in the applicable Pricing Agreement and in or pursuant to
the indenture, as it may be supplemented from time to time (the "Indenture"),
identified in such Pricing Agreement. The terms and rights of any particular
issuance of Designated Warrants shall be as specified in the applicable Pricing
Agreement and in the warrant agreement (the "Warrant Agreement") identified in
such Pricing Agreement. Each Pricing Agreement shall constitute an agreement by
the Company and the Underwriters to be bound by all of the provisions of this
Agreement.
1. Particular sales of Designated Debt Securities and Designated Warrants may
be made from time to time to the Underwriters of such Debt Securities and
Warrants for whom the firms designated as representatives of the Underwriters
of such Debt Securities and Warrants in the Pricing Agreement relating thereto
will act as representatives (the "Representatives"). The term "Representatives"
also refers to a single firm acting as sole representative of the Underwriters
and to Underwriters who act without any firm being designated as their
representative. This Agreement shall not be construed as an obligation of the
Company to sell any of the Debt Securities or Warrants or as an obligation of
any of the Underwriters to purchase the Debt Securities or Warrants. The
obligation of the Company to issue and sell any of the Debt Securities or
Warrants and the obligation of any of the Underwriters to purchase any of the
Debt Securities or Warrants shall be evidenced by the Pricing Agreement with
respect to the Designated Debt Securities and Designated Warrants specified
therein. Each Pricing Agreement shall specify the aggregate principal amount of
such Designated Debt Securities and the number of Designated Warrants, the
public offering price of such Designated Debt Securities, the purchase price to
the Underwriters of such Designated Debt Securities, the names of the
Underwriters of such Designated Debt Securities, the names of the
Representatives of such Underwriters and the principal amount of such
Designated Debt Securities and Designated Warrants to be purchased by each
Underwriter, whether any of such Designated Debt Securities and Designated
Warrants are to be purchased from the Company pursuant to delayed delivery
contracts on terms to be specified in the Pricing Agreement and such contracts
("Delayed Delivery Contracts") and shall set forth the date, time and manner of
delivery of such
<PAGE>
Designated Debt Securities and Designated Warrants and payment for such
Designated Debt Securities and Designated Warrants. The Pricing Agreement shall
also specify (to the extent not set forth in the registration statement and
prospectus with respect thereto) the terms of such Designated Debt Securities
and Designated Warrants. A Pricing Agreement shall be in the form of an
executed writing (which may be in counterparts), and may be evidenced by an
exchange of telegraphic communications or any other rapid transmission device
designed to produce a written record of communications transmitted. The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.
2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) A registration statement (Registration No. 33- ) in respect of
the Debt Securities and the Warrants has been filed with the Securities and
Exchange Commission (the "Commission") in the form heretofore delivered or
to be delivered to the Representatives and, excluding exhibits to such
registration statement, but including all documents incorporated by
reference therein, to the Representatives for each of the other
Underwriters and such registration statement in such form has been declared
effective by the Commission and no stop order suspending the effectiveness
of such registration statement has been issued and no proceeding for that
purpose has been initiated or threatened by the Commission (any preliminary
prospectus included in such registration statement being hereinafter called
a "Preliminary Prospectus"; such registration statement, including all
exhibits thereto but excluding each Form T-1, as amended at the time such
registration statement or any part thereof became effective, being
hereinafter called the "Registration Statement"; the prospectus included in
the Registration Statement, in the form in which it has most recently been
filed with, or transmitted for filing to, the Commission pursuant to Rule
424 of Regulation C on or prior to the date of this Agreement being
hereinafter called the "Prospectus"); any reference herein to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the documents, if any, incorporated by reference therein pursuant
to the applicable form under the Securities Act of 1933, as amended (the
"Act"), as of the date of such Preliminary Prospectus or Prospectus, as the
case may be; any reference to any amendment or supplement to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include any documents filed after the date of such Preliminary Prospectus
or Prospectus, as the case may be, under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and so incorporated by reference;
and any reference to the Prospectus as amended or supplemented shall be
deemed to refer to the Prospectus as amended or supplemented in relation to
the applicable Designated Debt Securities and Designated Warrants in the
form in which it is filed with the Commission pursuant to Rule 424 under
the Act in accordance with Section 5(a) hereof including any documents
incorporated by reference therein as of the date of such filing or
transmission;
(b) The documents incorporated by reference in the Prospectus, when they
became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder, and none of such documents 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; and any further documents so filed and incorporated by
reference in the Prospectus and in the Prospectus as amended or
supplemented, when they become effective or are filed with the Commission,
as the case may be, will conform in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and the rules
and regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter of Designated Debt Securities and Designated Warrants through
the Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities;
2
<PAGE>
(c) The Registration Statement and the Prospectus conform, and any
amendments or supplements thereto will conform, in all material respects to
the requirements of the Act and the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act") and the rules and regulations of the Commission
thereunder; the Registration Statement and any amendment thereof (including
the filing of any annual report on Form 10-K), at the time it became
effective, did not contain an untrue statement of the material fact or omit
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; and the Prospectus, at the time the
Registration Statement became effective did not, as of the date hereof does
not and as of the Time of Delivery (as hereinafter defined) will not,
contain an 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 this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter of
Designated Debt Securities and Designated Warrants through the
Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Debt Securities and Warrants;
(d) The financial statements included in the Registration Statement
present fairly the financial position of the Company and subsidiaries as of
the dates indicated and the results of their respective operations for the
periods specified; and said financial statements have been prepared in
conformity with generally accepted accounting principles applied on a basis
which is consistent in all material respects during the periods involved;
(e) Since the date of the latest audited financial statements in the
Prospectus there has not been any material change in the capital stock or
long-term debt of the Company (except for changes resulting from the
purchase by the Company of its outstanding securities for sinking fund
purposes) or any material adverse change in the general affairs or
management or the consolidated financial position, shareholders' equity or
results of operations of the Company and its subsidiaries taken as a whole,
otherwise than as set forth or contemplated in the Prospectus;
(f) The Company and its significant subsidiaries within the meaning of
Rule 1-02 of Regulation S-X under the Act (the "significant subsidiaries")
are validly organized and existing corporations under the laws of their
respective jurisdictions of incorporation; and the Company and its
significant subsidiaries are duly authorized under statutes which regulate
the business of insurance or the business of making loans or of financing
the sale of goods (commonly called "small loan laws," "consumer finance
laws," or "sales finance laws"), or are permitted under the general
interest statutes and related laws and court decisions, to conduct in the
various jurisdictions in which they do business the respective businesses
therein conducted by them as described in the Prospectus, except where
failure to be so authorized or permitted will not have a material adverse
effect on the business or consolidated financial condition of the Company
and its subsidiaries taken as a whole;
(g) There are no legal or governmental proceedings pending, other than those
referred to in the Prospectus, to which the Company or any of its subsidiaries
is a party or of which any property of the Company or any of its subsidiaries
is the subject, other than proceedings which are not reasonably expected,
individually or in the aggregate, to have a material adverse effect on the
consolidated financial position, shareholders' equity or results of operations
of the Company and its subsidiaries taken as a whole; and, to the best of the
Company's knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;
(h) The Debt Securities and the Warrants have been duly authorized, and,
when issued and delivered pursuant to this Agreement, the Pricing Agreement
and any Delayed Delivery Contracts will have been duly executed,
authenticated, issued and delivered and will constitute valid and legally
binding obligations of the Company entitled to the benefits provided by the
Indenture and the Warrant Agreement under which such Debt Securities and
Warrants are to be issued, the Indenture and the Warrant Agreement to be
substantially in the forms filed as exhibits to the Registration Statement;
3
<PAGE>
the Indenture has been duly authorized and, when executed and delivered by
the Company and the Trustee thereunder, the Indenture and the Warrant
Agreement will constitute valid and legally binding instruments enforceable
in accordance with their respective terms except as enforceability may be
limited by bankruptcy, insolvency, reorganization or other laws relating to
or affecting the enforcement of creditors' rights or by general principles
of equity; and the Debt Securities, the Warrants, the Indenture and the
Warrant Agreement conform to the descriptions thereof in the Prospectus as
originally filed with the Commission, and will conform to the descriptions
thereof in the Prospectus as amended or supplemented;
(i) The issue and sale of the Debt Securities and the Warrants and
compliance by the Company with all of the provisions of the Debt
Securities, the Warrants, the Indenture, the Warrant Agreement, this
Agreement, any Pricing Agreement and any Delayed Delivery Contracts will
not conflict with or result in a breach of any of the terms or provisions
of, or constitute a default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any of the property or assets of
the Company or any of its subsidiaries pursuant to the terms of any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries may be bound or to which any
of the property or assets of the Company or any of its subsidiaries is
subject (except for conflicts, breaches and defaults which would not,
individually or in the aggregate, be materially adverse to the Company and
its subsidiaries taken as a whole or materially adverse to the transactions
contemplated by this Agreement), nor will such action result in any
violation of the provisions of the Certificate or Articles of
Incorporation, as amended, or the By-Laws of the Company or any of its
subsidiaries or any statute or any order, rule or regulation applicable to
the Company or any of its subsidiaries of any court or of any Federal,
State or other regulatory authority or other governmental body having
jurisdiction over the Company or any of its subsidiaries; and no consent,
approval, authorization, order, registration or qualification of or with
any court or any such regulatory authority or other governmental body is
required for the issue and sale of the Debt Securities and the Warrants or
the consummation of the other transactions contemplated in this Agreement,
any Pricing Agreement, or any Delayed Delivery Contracts except the
registration under the Act of the Debt Securities and the Warrants, the
qualification of the Indenture under the Trust Indenture Act and such
consents, approvals, authorizations, registrations or qualifications as may
be required under State securities or Blue Sky laws in connection with the
purchase and distribution of the Debt Securities and the Warrants by the
Underwriters; and
(j) Arthur Andersen & Co., who have certified certain financial
statements included in the Registration Statement and the Prospectus, are
independent public accountants as required by the Act and the rules and
regulations of the Commission thereunder.
3. Upon the execution of the Pricing Agreement applicable to any Designated
Debt Securities and Designated Warrants and authorization by the
Representatives of the release of such Designated Debt Securities and
Designated Warrants, the several Underwriters propose to offer such Designated
Debt Securities and Designated Warrants for sale upon the terms and conditions
set forth in the Prospectus and any amendment or supplement thereto relating to
such Designated Debt Securities and Designated Warrants.
4. Designated Debt Securities and Designated Warrants to be purchased by each
Underwriter pursuant to the Pricing Agreement relating thereto, in definitive
form to the extent practicable, and in such authorized denominations and
registered in such names as the Representatives may request upon at least
forty-eight hours' prior notice to the Company, shall be delivered by or on
behalf of the
Company to the Representatives for the account of such Underwriter, against
payment by such Underwriter or on its behalf of the purchase price therefor by
certified or official bank check or checks, payable to the order of the Company
in the funds specified in such Pricing Agreement, all at the place and time and
date specified in such Pricing Agreement or at such other place and time and
date as the
4
<PAGE>
Representatives and the Company may agree upon in writing, such time and date
being herein called the "Time of Delivery" for such Designated Debt Securities
and Designated Warrants.
5. The Company agrees with each of the Underwriters of any Designated Debt
Securities and Designated Warrants:
(a) To make no further amendment or any supplement to the Registration
Statement or Prospectus as amended or supplemented after the date of the
Pricing Agreement relating to such Debt Securities and Warrants and prior
to the Time of Delivery for such Debt Securities and Warrants which shall
be disapproved by the Representatives promptly after reasonable notice
thereof; to advise the Representatives promptly of any such amendment or
supplement after such Time of Delivery and furnish the Representatives with
copies thereof and to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act for so
long as the delivery of a prospectus is required in connection with the
offering or sale of such Debt Securities and Warrants, and during such same
period to advise the Representatives, promptly after it receives notice
thereof, of the time when any amendment to the Registration Statement has
been filed or become effective, or any supplement to the Prospectus or any
amended Prospectus has been filed or transmitted for filing, of the
issuance by the Commission of any stop order or of any order preventing or
suspending the use of any Prospectus, of the suspension of the
qualification of such Debt Securities and Warrants for offering or sale in
any jurisdiction, of the initiation or threatening of any proceeding for
any such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for additional
information; and in the event of the issuance of any such stop order or of
any such order preventing or suspending the use of any Prospectus or
suspending any such qualification, to use promptly its best efforts to
obtain its withdrawal;
(b) Promptly from time to time to take such action as the Representatives
may reasonably request to qualify such Debt Securities and Warrants for
offering and sale under the securities laws of such jurisdictions as the
Representatives may request and to comply with such laws so as to permit
the continuance of sales and dealings therein in such jurisdictions for as
long as may be necessary to complete the distribution of such Debt
Securities and Warrants, provided that in connection therewith the Company
shall not be required to qualify as a foreign corporation or to file a
general consent to service of process in any jurisdiction;
(c) To furnish the Underwriters with copies of the Prospectus as amended
or supplemented in such quantities as the Representatives may from time to
time reasonably request, and, if the delivery of a prospectus is required
at any time in connection with the offering or sale of such Debt Securities
and Warrants and if at such time any event shall have occurred as a result
of which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is delivered,
not misleading, or, if for any other reason it shall be necessary during
such same period to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the Prospectus in
order to comply with the Act, the Exchange Act or the Trust Indenture Act,
to notify the Representatives and upon their request to file such document
and to prepare and furnish without charge to each Underwriter and to any
dealer in securities as many copies as the Representatives may from time to
time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance;
(d) To make generally available to its security holders as soon as
practicable, but in any event not later than ninety days after the close of
the period covered thereby, an earnings statement of the Company and its
subsidiaries (which need not be audited) complying with Section 11(a) of
the Act
5
<PAGE>
and covering a period of at least twelve consecutive months beginning not
later than the first day of the fiscal quarter following the Time of
Delivery; and
(e) During the period beginning from the date of the Pricing Agreement
for such Designated Debt Securities and Designated Warrants and continuing
to and including the later of (i) the termination of trading restrictions
on such Designated Debt Securities and Designated Warrants, as notified to
the Company by the Representatives and (ii) the Time of Delivery for such
Designated Debt Securities and Designated Warrants, not to offer, sell,
contract to sell or otherwise dispose of any debt securities of the Company
(except for Debt Securities issued upon exercise of warrants) which mature
more than nine months after such Time of Delivery and which are
substantially similar to such Designated Debt Securities, without the prior
written consent of the Representatives, provided, however, that in no event
shall the foregoing period extend more than fifteen calendar days from the
date of the Pricing Agreement.
6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Debt Securities and the Warrants under the Act and all
other expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or
reproducing this Agreement, any Pricing Agreement, any Delayed Delivery
Contract, any Indenture and supplements thereto, any Warrant Agreement and
amendments thereto, and any Blue Sky Survey and Legal Investment Memorandum;
(iii) all expenses in connection with the qualification of the Debt Securities
and the Warrants for offering and sale under state securities laws as provided
in Section 5(b) hereof, including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky Survey and Legal Investment Memorandum; (iv) any fees charged by
securities rating services for rating the Debt Securities; (v) any filing fees
incident to any required review by the National Association of Securities
Dealers, Inc. of the terms of the sale of the Debt Securities and the Warrants;
(vi) the cost of preparing the Debt Securities and the Warrants; (vii) the fees
and expenses of any Trustee and any agent of any Trustee, the fees and expenses
of any warrant agent, and the fees and disbursements of counsel for any Trustee
or any warrant agent in connection with any Indenture, Warrant Agreement, the
Debt Securities and the Warrants; and (viii) all other costs and expenses
incident to the performance of its obligations hereunder which are not
otherwise specifically provided for in this Section. It is understood, however,
that, except as provided in this Section, Section 8 and Section 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees
of their counsel, transfer taxes on resale of any of the Debt Securities or
Warrants by them, and any advertising expenses connected with any offers they
may make.
7. The obligations of the Underwriters of any Designated Debt Securities and
any Designated Warrants hereunder shall be subject, in their discretion, to the
condition that all representations and warranties and other statements of the
Company herein are, at and as of the Time of Delivery for such Designated Debt
Securities and Designated Warrants, true and correct, the condition that the
Company shall have performed all of its obligations hereunder theretofore to be
performed, and the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceeding for that purpose shall
have been initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been
complied with to the Representatives' reasonable satisfaction;
(b) Counsel for the Underwriters shall have furnished to the
Representatives such opinion or opinions, dated the Time of Delivery for
such Designated Debt Securities and Designated Warrants, with respect to
the incorporation of the Company, the validity of the Indenture, the
Designated Debt Securities, the Designated Warrants, the Warrant Agreement,
the Registration Statement, the
6
<PAGE>
Prospectus as amended or supplemented and other related matters as the
Representatives may reasonably request, and such counsel shall have
received such papers and information as they may reasonably request to
enable them to pass upon such matters;
(c) Counsel for the Company shall have furnished to you his written
opinion, dated the Time of Delivery, in form and substance satisfactory to
you, to the effect that:
(i) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Delaware;
(ii) The significant subsidiaries of the Company are validly
organized and existing corporations under the laws of their respective
jurisdictions of incorporation;
(iii) The Company and its significant subsidiaries are duly
authorized under statutes which regulate the business of insurance or
the business of making loans or of financing the sale of goods
(commonly called "small loan laws," "consumer finance laws," or "sales
finance laws"), or are permitted under the general interest statutes
and related laws and court decisions, to conduct in the various
jurisdictions in which they do business the respective businesses
therein conducted by them as described in the Prospectus, except where
failure to be so permitted or failure to be so authorized will not have
a material adverse effect on the business or consolidated financial
condition of the Company and its subsidiaries taken as a whole;
(iv) The Company has an authorized capitalization as set forth in the
Prospectus as amended or supplemented and all of the outstanding shares
of its common stock have been duly and validly authorized and issued,
are fully paid and nonassessable and are owned of record and
beneficially by the Company's parent, Household International, Inc.;
(v) To the best of such counsel's knowledge, there are no legal or
governmental proceedings pending, other than those referred to or
incorporated in the Prospectus, to which the Company or any of its
subsidiaries is a party or of which any property of the Company or any of
its subsidiaries is the subject which individually or in the aggregate is
material, and, to the best of such counsel's knowledge, no such proceedings
are threatened or contemplated by governmental authorities or threatened by
others;
(vi) This Agreement and the Pricing Agreement with respect to the
Designated Debt Securities and the Designated Warrants have been duly
authorized, executed and delivered by the Company;
(vii) Each Delayed Delivery Contract has been duly authorized,
executed and delivered by the Company and is a valid and legally
binding agreement of the Company in accordance with its terms;
(viii) The Indenture and the Warrant Agreement have been duly
authorized, executed and delivered by the Company, and constitute valid
and legally binding instruments of the Company enforceable in
accordance with their respective terms except as enforcement of the
provisions thereof may be limited by bankruptcy, insolvency,
reorganization or other laws relating to or affecting the enforcement
of creditors' rights or by general principles of equity; the Indenture
has been duly qualified under the Trust Indenture Act; and all taxes
and fees required to be paid with respect to the execution of the
Indenture and the Warrant Agreement and the issuance of the Designated
Debt Securities and the Designated Warrants have been paid;
(ix) The Designated Debt Securities and the Designated Warrants have
been duly authorized and executed and, when the Designated Debt
Securities and the Designated Warrants have been duly authenticated,
issued and delivered against payment of the agreed consideration
therefor, the Designated Debt Securities and the Designated Warrants
will constitute valid and legally binding obligations of the Company
and, with like exception as noted in subdivision (viii) above, will be
entitled to the benefits provided by the Indenture and the
7
<PAGE>
Warrant Agreement; and the Designated Debt Securities, the Designated
Warrants, the Indenture and the Warrant Agreement conform to the
descriptions thereof in the Prospectus as amended or supplemented;
(x) The issue and sale of the Designated Debt Securities and the
Designated Warrants, and the compliance of the Company with all of the
provisions of the Designated Debt Securities, the Designated Warrants,
the Indenture, the Warrant Agreement and this Agreement, will not
conflict with or result in a breach of any of the terms or provisions
of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any of the property
or assets of the Company or any of its subsidiaries pursuant to the
terms of, any indenture, mortgage, deed of trust, loan agreement, or
other agreement or instrument, known to such counsel to which the
Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries may be bound or to which any of the property
or assets of the Company or any of its subsidiaries is subject (except
for conflicts, breaches and defaults which would not, individually or
in the aggregate, be materially adverse to the Company and its
subsidiaries taken as a whole or materially adverse to the transactions
contemplated by this Agreement), nor will such action result in any
violation of the provisions of the Certificate or Articles of
Incorporation, as amended, or the By-Laws of the Company or any of its
subsidiaries or, to the best of such counsel's knowledge, any statute
or any order, rule or regulation applicable to the Company or any of
its subsidiaries of any court or of any Federal, State or other
regulatory authority or other governmental body having jurisdiction
over the Company or any of its subsidiaries; and no consent, approval,
authorization, order, registration or qualification of or with any
court or any such regulatory authority or other governmental body is
required for the issue and sale of the Designated Debt Securities or
the consummation of the other transactions contemplated in this
Agreement and the Pricing Agreement, except the registration under the
Act of the Designated Debt Securities and the Designated Warrants, the
qualification of the Indenture under the Trust Indenture Act and such
consents, approvals, authorizations, registrations or qualifications as
may be required under State securities or Blue Sky laws in connection
with the public offering of the Designated Debt Securities and the
Designated Warrants by the Underwriters;
(xi) The documents incorporated by reference in the Prospectus as
amended or supplemented (other than the financial statements and
related schedules therein, as to which such counsel need express no
opinion), when they became effective or were filed with the Commission,
as the case may be, complied as to form in all material respects with
the requirements of the Act or the Exchange Act, as applicable, and the
rules and regulations of the Commission thereunder; and such counsel
has no reason to believe that any of such documents, when they became
effective or were so filed, as the case may be, contained, in the case
of documents which became effective under the Act, 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, and, in the case of documents which were filed under the
Exchange Act with the Commission, an untrue statement of a material
fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made when such documents were so filed, not misleading;
(xii) The Registration Statement has become and is now effective
under the Act and, to the best of such counsel's knowledge, no
proceedings for a stop order in respect of the Registration Statement
are pending or threatened under Section 8(d) or 8(e) of the Act; and
(xiii) The Registration Statement and the Prospectus as amended or
supplemented and any further amendments and supplements thereto made by
the Company prior to the Time of Delivery for the Designated Debt
Securities and the Designated Warrants (other than the financial
statements and related schedules therein, as to which such counsel need
express no
8
<PAGE>
opinion) comply as to form in all material respects with the
requirements of the Act and the Trust Indenture Act and the rules and
regulations thereunder; such counsel has no reason to believe that the
Registration Statement or any amendment thereof (including the filing
of any annual report on Form 10-K) at the time it became effective
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 amended or
supplemented at the time it was filed or transmitted for filing
pursuant to Rule 424 under the Act contained or as amended or
supplemented at the Time of Delivery contains an untrue statement of a
material fact or omitted or omits 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; and such counsel does not
know of any contracts or exhibits required to be filed with the
Registration Statement which are not so filed;
(d) At the Time of Delivery for the Designated Debt Securities and the
Designated Warrants the independent accountants of the Company who have
certified the financial statements of the Company and its subsidiaries
included or incorporated by reference in the Registration Statement shall
have furnished to the Representatives a letter, dated such Time of
Delivery, in form and substance satisfactory to the Representatives, to the
effect set forth in the letter furnished to counsel for the Underwriters by
said independent accountants at the time the Registration Statement was
filed under the Act, and as to such other matters as the Representatives
may reasonably request;
(e) (i) The Company and its subsidiaries taken as a whole, shall not have
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus as amended or
supplemented any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or
from any labor dispute or court or governmental action, order or decree and
(ii) since the respective dates as of which information is given in the
Prospectus as amended or supplemented there shall not have been any
material change in the capital stock or long-term debt of the Company or
any of its subsidiaries or any change in the general affairs or management,
or the consolidated financial position, stockholders' equity or results of
operations of the Company and its subsidiaries taken as a whole, otherwise
than as set forth or contemplated in the Prospectus as amended or
supplemented, the effect of which in any such case described in clause (i)
or (ii) is in the judgment of the Representatives so material and adverse
as to make it impracticable or inadvisable to proceed with the public
offering or the delivery of the Designated Debt Securities and the
Designated Warrants on the terms and in the manner contemplated in the
Prospectus as amended or supplemented;
(f) Subsequent to the date of the Pricing Agreement relating to the
Designated Debt Securities and the Designated Warrants no downgrading shall
have occurred in the rating accorded the Company's senior debt securities
by any "nationally recognized statistical rating organization," as that
term is defined by the Commission for purposes of Rule 436(g) of the Act;
(g) Subsequent to the date of the Pricing Agreement relating to the
Designated Debt Securities and the Designated Warrants there shall not have
occurred any of the following: (i) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange; (ii) a
general moratorium on commercial banking activities in New York declared by
either Federal or New York State authorities; or (iii) the outbreak or
material escalation of hostilities or the declaration by the United States
of a national emergency or war, if the effect of any such event specified
in this clause (iii) in the reasonable judgment of the Representatives
makes it impracticable or inadvisable to proceed with the public offering
or the delivery of the Designated Debt Securities and the Designated
Warrants on the terms and in the manner contemplated in the Prospectus as
amended or supplemented; and
(h) The Company shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery for the Designated Debt Securities
and the Designated Warrants certificates of
9
<PAGE>
officers of the Company satisfactory to the Representatives as to the
accuracy of the representations and warranties of the Company herein at and
as of such Time of Delivery (provided that, each representation and
warranty which refers to the Prospectus in Section 2 hereof shall be in
relation to the Prospectus as amended or supplemented relating to the
Designated Debt Securities and the Designated Warrants), as to the
performance by the Company of all of its obligations hereunder to be
performed at or prior to such Time of Delivery, and as to such other
matters as the Representatives may reasonably request.
8. (a) The Company will indemnify and hold harmless each Underwriter against
any losses, claims, damages or liabilities, joint or several, to which such
Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, Preliminary Prospectus
Supplement, the Registration Statement, the Prospectus or the Prospectus as
amended or supplemented, or any amendment 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 will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim, as such expenses are
incurred; provided, however, that the Company shall 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 an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, Preliminary Prospectus
Supplement, the Registration Statement, the Prospectus or the Prospectus as
amended or supplemented or any such amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by any
Underwriter of Designated Debt Securities and Designated Warrants through the
Representatives expressly for use in the Prospectus as amended or supplemented
relating to such Securities.
(b) Each Underwriter will indemnify and hold harmless the Company against any
losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
any Preliminary Prospectus, any Preliminary Prospectus supplement, the
Registration Statement, the Prospectus or the Prospectus as amended or
supplemented, or any amendment 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, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in any Preliminary Prospectus, any Preliminary Prospectus supplement,
the Registration Statement, the Prospectus or the Prospectus as amended or
supplemented, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such
Underwriter through the Representatives expressly for use therein; and will
reimburse the Company for any legal or other expenses reasonably incurred by
the Company in connection with investigating or defending any such action or
claim, as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified
party otherwise than under such subsection. In case any such action shall be
brought against any indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party (who shall not, except with
the consent of the
10
<PAGE>
indemnified party, be counsel to the indemnifying party), and, after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party shall not be liable to such
indemnified party under such subsection for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation.
(d) If the indemnification provided for in this Section 8 is unavailable to
an indemnified party under subsection (a) or (b) above in respect of any
losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages
or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters of the Designated Debt Securities and the Designated
Warrants on the other from the offering of the Designated Debt Securities and
the Designated Warrants to which such loss, claim, damage or liability (or
action in respect thereof) relates. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c)
above, then each indemnifying party shall contribute to such amount paid or
payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company on the one hand and the Underwriters of the Designated Debt Securities
and the Designated Warrants on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and such Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from such offering (before deducting expenses)
received by the Company bear to the total underwriting discounts and
commissions received by such Underwriters. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statements of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company or such
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company
and the Underwriters agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or action in respect thereof) referred to above
in this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the applicable
Designated Debt Securities and the Designated Warrants underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. 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. The obligations of the
Underwriters of Designated Debt Securities and Designated Warrants in this
subsection (d) to contribute are several in proportion to their respective
underwriting obligations with respect to such Debt Securities and Warrants and
not joint.
(e) The obligations of the Company under this Section 8 shall be in addition
to any liability which the Company may otherwise have and shall extend, upon
the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.
11
<PAGE>
9. (a) If any Underwriter shall default in its obligation to purchase the
Designated Debt Securities and the Designated Warrants which it has agreed to
purchase under the Pricing Agreement relating to such Designated Debt
Securities and Designated Warrants, the Representatives may in their discretion
arrange for themselves or another party or other parties to purchase such
Designated Debt Securities and Designated Warrants on the terms contained
herein. If within thirty-six hours after such default by any Underwriter the
Representatives do not arrange for the purchase of such Designated Debt
Securities and Designated Warrants, then the Company shall be entitled to a
further period of thirty-six hours within which to procure another party or
other parties satisfactory to the Representatives to purchase such Designated
Debt Securities and Designated Warrants on such terms. In the event that,
within the respective prescribed period, the Representatives notify the Company
that they have so arranged for the purchase of such Designated Debt Securities
and Designated Warrants, or the Company notifies the Representatives that it
has so arranged for the purchase of such Designated Debt Securities and
Designated Warrants, the Representatives or the Company shall have the right to
postpone the Time of Delivery for such Designated Debt Securities and
Designated Warrants for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus as amended or supplemented, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the Prospectus which
in the opinion of the Representatives may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to the Pricing Agreement with respect to such Designated Debt Securities
and Designated Warrants.
(b) If, after giving effect to any arrangements for the purchase of the
Designated Debt Securities and the Designated Warrants of a defaulting
Underwriter or Underwriters by the Representatives and the Company as provided
in subsection (a) above, the aggregate principal amount of such Designated Debt
Securities which remains unpurchased does not exceed one-eleventh of the
aggregate principal amount of the Designated Debt Securities to be purchased at
the Time of Delivery for such Designated Debt Securities, then the Company
shall have the right to require each non-defaulting Underwriter to purchase the
principal amount of Designated Debt Securities and the number of Designated
Warrants which such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Debt Securities and Designated Warrants and, in
addition, to require each non-defaulting Underwriter to purchase its pro rata
share (based on the principal amount of Designated Debt Securities and the
number of Designated Warrants which such Underwriter agreed to purchase under
such Pricing Agreement) of the Designated Debt Securities and the Designated
Warrants of such defaulting Underwriter or Underwriters for which such
arrangements have not been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of the
Designated Debt Securities and the Designated Warrants of a defaulting
Underwriter or Underwriters by the Representatives and the Company as provided
in subsection (a) above, the aggregate principal amount of Designated Debt
Securities and the number of Designated Warrants which remain unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated Debt
Securities to be purchased at the Time of Delivery for such Designated Debt
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require nondefaulting
Underwriters to purchase Designated Debt Securities and Designated Warrants of
a defaulting Underwriter or Underwriters, then the Pricing Agreement relating
to such Designated Debt Securities and Designated Warrants shall thereupon
terminate, without liability on the part of any non-defaulting Underwriter or
the Company, except for the expenses to be borne by the Company and the
Underwriters as provided in Section 6 hereof and the indemnity and contribution
agreements in Section 8 hereof; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties and
other statements of the Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them,
12
<PAGE>
respectively, pursuant to this Agreement, shall remain in full force and
effect, regardless of any investigation (or any statement as to the results
thereof) made by or on behalf of any Underwriter or any controlling person of
any Underwriter, or the Company, or any officer or director or controlling
person of the Company, and shall survive delivery of and payment for the
Designated Debt Securities and the Designated Warrants.
11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Debt Securities and the Designated Warrants
covered by such Pricing Agreement except as provided in Section 6 and Section 8
hereof; but, if for any other reason Designated Debt Securities and Designated
Warrants are not delivered by or on behalf of the Company as provided herein,
the Company will reimburse the Underwriters through the Representatives for all
out-of-pocket expenses approved in writing by the Representatives, including
fees and disbursements of counsel, reasonably incurred by the Underwriters in
making preparations for the purchase, sale and delivery of such Designated Debt
Securities and Designated Warrants, but the Company shall then be under no
further liability to any Underwriter with respect to such Designated Debt
Securities and Designated Warrants except as provided in Section 6 and Section
8 hereof.
12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Debt Securities and Designated Warrants shall act on behalf of each
of such Underwriters, and the parties hereto shall be entitled to act and rely
upon any statement, request, notice or agreement on behalf of any Underwriter
made or given by such Representatives.
All statements, requests, notices and agreements hereunder shall be in
writing or by telegram if promptly confirmed in writing and if to the
Underwriters shall be sufficient in all respects, if delivered or sent by
registered mail to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be sufficient in all respects if
delivered or sent by registered mail to the address of the Company set forth in
the Registration Statement: Attention: Secretary; provided, however, that any
notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or
sent by registered mail to such Underwriter.
13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the
extent provided in Section 8 and Section 10 hereof, the officers and directors
of the Company and each person who controls the Company or any Underwriter, and
their respective heirs, executors, administrators, successors and assigns, and
no other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Debt
Securities or Warrants from any Underwriter shall be deemed a successor or
assign by reason merely of such purchase.
14. Time shall be of the essence of each Pricing Agreement.
15. This Agreement and each Pricing Agreement shall be construed in
accordance with the laws of the State of Illinois.
16. This Agreement and each Pricing Agreement may be executed by any one or
more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.
13
<PAGE>
If the foregoing is in accordance with your understanding, please sign and
return to us eight counterparts hereof.
Very truly yours,
Household Finance Corporation
By___________________________________
Title:
Accepted as of the date hereof:
[Name(s) of Representative(s)]
By________________________________
Title:
14
<PAGE>
ANNEX I
PRICING AGREEMENT
--------------------
[Names of Representative(s)]
As Representatives of the several
Underwriters named in Schedule I hereto,
[Address]
, 19
Dear Sirs:
Household Finance Corporation (the "Company") proposes, subject to the terms
and conditions stated herein and in the Underwriting Agreement dated
, (the "Underwriting Agreement"), between the Company on
the one hand and [names of co-representatives[s] named therein] on the other
hand, to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Designated Debt Securities and the Designated Warrants
specified in Schedule II hereto less the principal amount of Designated Debt
Securities and the number of Designated Warrants covered by delayed delivery
contracts ("Delayed Delivery Contracts") as provided below (such Designated
Debt Securities and Designated Warrants covered by Delayed Delivery Contracts
being hereinafter referred to collectively as Contract Securities). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provision had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each of the
representations and warranties set forth in Section 2 of the Underwriting
Agreement with respect to the Prospectus or the information contained in the
Prospectus shall constitute a representation or warranty thereof (a) as of the
date of the Underwriting Agreement with respect to the Prospectus, and also (b)
as of the date of this Pricing Agreement with respect to the Prospectus as
amended or supplemented. Each reference to the Representatives herein and in
the provisions of the Underwriting Agreement so incorporated by reference shall
be deemed to refer to you. Unless otherwise defined herein, terms defined in
the Underwriting Agreement are used herein as therein defined.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with, or in the
case of a supplement transmitted for filing to, the Commission.
The Company hereby authorizes the Underwriters to solicit offers to purchase
Designated Debt Securities and Designated Warrants from the Company pursuant to
Delayed Delivery Contracts, substantially in the form of Schedule III attached
hereto but with such changes therein as you and the Company may authorize or
approve. The Underwriters will endeavor to make such arrangements, and as
compensation therefor the Company will pay to you, for the accounts of the
Underwriters, at the Time of Delivery, a commission of % of the principal
amount of Designated Debt Securities for which Delayed Delivery Contracts have
been made. Delayed Delivery Contracts are to be with institutional investors of
the types mentioned in the penultimate paragraph under the caption "Plan of
Distribution" in the Prospectus and subject to other conditions therein set
forth. The Company will enter into a Delayed Delivery Contract in each case
arranged by the Underwriters where the Company has advised you of its approval
of the proposed sale of Contract Securities to the purchaser thereunder;
provided, however, that the minimum principal amount of Designated Debt
Securities covered by any Delayed Delivery Contract with any purchaser or any
Delayed Delivery Contract with affiliated purchasers shall be $
<PAGE>
and the aggregate principal amount of Designated Debt Securities covered by
Delayed Delivery Contracts shall not exceed $ , unless the Company
shall otherwise agree in writing. However, if the aggregate principal amount of
Designated Debt Securities requested for delayed delivery is less than $ ,
the Company will have the right to reject all requests. The Underwriters will
not have any responsibility in respect of the validity or performance of
Delayed Delivery Contracts.
The amount of Contract Securities to be deducted from the principal amount of
Designated Debt Securities and the number of Designated Warrants to be
purchased by each Underwriter as set forth in Schedule I hereto shall be, in
each case, the amount of Contract Securities which the Company has been advised
by you have been attributed to such Underwriter, provided that if the Company
has not been so advised, the amount of Contract Securities to be so deducted
shall be, in each case, that proportion of Contract Securities which the
principal amount of Designated Debt Securities and the number of Designated
Warrants to be purchased by such Underwriter under this Agreement bears to the
total principal amount of the Designated Debt Securities (rounded as you may
determine to the nearest $1,000 principal amount) and the total number of
Designated Warrants. The total principal amount of Designated Debt Securities
to be purchased by all the Underwriters shall be $ less the principal
amount of the Designated Debt Securities covered by Delayed Delivery Contracts
and the total number of Designated Warrants so purchased shall be less
the number of Designated Warrants covered by such Contracts. The Company will
deliver to you not later than 3:30 o'clock p.m., Chicago time, on the business
day preceding the Time of Delivery (or such other time and date as you and the
Company may agree upon in writing) a written notice setting forth the principal
amount of Designated Debt Securities and the number of Designated Warrants
covered by Delayed Delivery Contracts.
Subject to the terms and conditions set forth herein and in the Underwriting
Agreement, the Company agrees to issue and sell to each of the Underwriters,
and each of the Underwriters agrees, severally and not jointly, to purchase
from the Company, at a purchase price to the Underwriters set forth in Schedule
II hereto, the principal amount of Designated Debt Securities and number of
Designated Warrants set forth opposite the name of such Underwriter in Schedule
I hereto less such Underwriter's portion of Contract Securities determined as
provided in the preceding paragraph.
If the foregoing is in accordance with your understanding, please sign and
return to us six counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement Among Underwriters, the form of
which shall be supplied to the Company upon request.
Very truly yours,
Household Finance Corporation
By___________________________________
(Title)
Accepted as of the date hereof:
[Name(s) of Representative(s)]
By_______________________________
(Title)
2
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
DESIGNATED NUMBER OF
DEBT DESIGNATED
SECURITIES WARRANTS
TO BE TO BE
UNDERWRITER PURCHASED PURCHASED
----------- ----------- ----------
<S> <C> <C>
[Name(s) of Representative(s)]..................... $
[Names of other Underwriters]......................
----------- ----------
Total........................................ $
----------- ----------
----------- ----------
</TABLE>
<PAGE>
SCHEDULE II
DESIGNATED DEBT SECURITIES
Title of Designated Debt Securities:
[ %] [Floating Rate] [Zero Coupon] Notes due
Aggregate principal amount:
$
Price to Public:
% of the principal amount of the Designated Debt Securities, plus
accrued interest from to the Time of Delivery
[and accrued amortization, if any, from to the Time of
Delivery]
Purchase Price by Underwriters:
% of the principal amount of the Designated Debt Securities, plus
accrued interest from to the Time of Delivery
[and accrued amortization, if any, from to the Time
of Delivery]
Indenture:
Indenture, dated , 199 , between the Company and , as Trustee
Maturity:
Interest Rate:
[ %] [Zero Coupon]
Interest Payment Dates:
[months and dates]
Regular Record Dates:
[months and dates]
Redemption Provisions:
[No provisions for redemption]
[The Designated Debt Securities may be redeemed in whole or in part at the
option of the Company, in the amount of $ or an integral multiple
thereof,
[on or after , at the following redemption prices
(expressed in percentages of principal amount). If redeemed during the
12-month period beginning
<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE
---- ----------------
<S> <C>
</TABLE>
and thereafter at 100% of their principal amount, together in each case
with accrued interest to the redemption date.]
[on any interest payment date falling in or after , , at
the election of the Company, at a redemption price equal to the
principal amount thereof, plus accrued interest to the date of
redemption.]
<PAGE>
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]
Sinking Fund Provisions:
[No sinking fund provisions]
[The Designated Debt Securities are entitled to the benefit of a sinking
fund to retire $ principal amount of Designated Debt Securities on
in each of the years through at 100% of their principal
amount plus accrued interest] [, together with [cumulative] [non-
cumulative] redemptions at the option of the Company to retire an
additional $ principal amount of Designated Debt Securities in the
years through at 100% of their principal amount plus accrued
interest].
DESIGNATED WARRANTS
Warrant Exercise Price:
Principal Amount of Designated Debt Securities Issuable on Exercise of One
Warrant:
Date after which Warrants are Exercisable:
Expiration Date:
Detachable Date:
Bearer or Registered
MISCELLANEOUS
Time of Delivery:
Closing Location:
Type of Funds:
[Other Terms]*:
- --------
*A description of particular tax, accounting or other unusual features of the
Securities should be set forth, or referenced to an attached and
accompanying description, if necessary to the issuer's understanding of the
transaction contemplated. Such a description might appropriately be in the
form in which such features will be described in the Prospectus Supplement
for the offering.
2
<PAGE>
SCHEDULE III
DELAYED DELIVERY CONTRACT
Household Finance Corporation,
[Name and address of Representative(s)]
, 19
Attention:
Dear Sirs:
The undersigned hereby agrees to purchase from Household Finance Corporation
(hereinafter called the "Company"), and the Company agrees to sell to the
undersigned, $.................. principal amount of the Company's [full title
of Debt Securities] and......[full title of Warrants] (hereinafter collectively
called the "Securities"), offered by the Company's Prospectus dated
, as supplemented by a supplement dated , ,
receipt of a copy of which is hereby acknowledged, at a purchase price of %
of the principal amount of the Debt Securities, plus accrued interest from the
date from which interest accrues as set forth below, and on the further terms
and conditions set forth in this contract.
The undersigned will purchase the Securities from the Company on
, (the "Delivery Date"), and interest on the Securities
so purchased will accrue from , .
Payment for the Securities which the undersigned has agreed to purchase on
the Delivery Date shall be made to the Company or its order by certified or
official bank check in Federal funds at the office of the Company, 2700 Sanders
Road, Prospect Heights, Illinois 60070, on the Delivery Date upon delivery to
the undersigned of the Securities then to be purchased by the undersigned in
definitive fully registered form and in such denominations and registered in
such names as the undersigned may designate by written or telegraphic
communication addressed to the Company not less than five full business days
prior to the Delivery Date.
The obligation of the undersigned to take delivery of and make payment for
Securities on the Delivery Date shall be subject to the conditions that (1) the
purchase of Securities to be made by the undersigned shall not on the Delivery
Date be prohibited under the laws of the jurisdiction to which the undersigned
is subject and (2) the Company, on or before , , shall have sold
to the several Underwriters, pursuant to the Underwriting Agreement and Pricing
Agreement each dated , , with the Company, an aggregate
principal amount of Debt Securities equal to $ , and an aggregate number
of Warrants equal to , minus the aggregate principal amount of Debt
Securities and aggregate number of Warrants covered by this contract and other
contracts similar to this contract. The obligation of the undersigned to take
delivery of and make payment for Securities shall not be affected by the
failure of any purchaser to take delivery of and make payment for Securities
pursuant to other contracts similar to this contract.
<PAGE>
Promptly after completion of the sale to the Underwriters the Company will
mail or deliver to the undersigned at its address set forth below notice to
such effect, accompanied by a copy of the Opinion of Counsel for the Company
delivered to the Underwriters in connection therewith.
The undersigned represents and warrants that, as of the date of this
contract, the undersigned is not prohibited from purchasing the Securities
hereby agreed to be purchased by it under the laws of the jurisdiction to which
the undersigned is subject.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
This contract shall be construed in accordance with and governed by the laws
of the State of Illinois.
It is understood that the acceptance by the Company of any Delayed Delivery
Contract (including this contract) is in the Company's sole discretion and
that, without limiting the foregoing, acceptances of such contracts need not be
on a first-come, first-served basis. If this contract is acceptable to the
Company, it is requested that the Company sign the form of acceptance below and
mail or deliver one of the counterparts hereof to the undersigned at its
address set forth below. This will become a binding contract between the
Company and the undersigned when such counterpart is so mailed or delivered.
Yours very truly,
-------------------------------------
By___________________________________
(Signature)
-------------------------------------
(Name and Title)
-------------------------------------
(Address)
Accepted, , .
Household Finance Corporation
By_______________________________
2
<PAGE>
Exhibit 4(d)
INDENTURE
FOR
SENIOR DEBT SECURITIES
dated as of October 1, 1992
------------------
This Indenture, dated as of the 1st day of October, 1992, between Household
Finance Corporation, a corporation duly organized and existing under the laws
of the State of Delaware (hereinafter called the "Company") and having its
principal office at 2700 Sanders Road, Prospect Heights, Illinois 60070, and
Continental Bank, National Association, a national banking association orga-
nized and existing by virtue of the banking laws of the United States (herein-
after called the "Trustee"), and having its principal Corporate Trust Office
at Chicago, Illinois.
WITNESSETH:
Whereas, the Company deems it necessary from time to time to borrow money for
its corporate purposes and to issue its debt securities therefor, and to that
end has duly authorized and directed the execution and delivery of this Inden-
ture to provide for one or more series of its unsecured debentures, notes, or
other evidences of indebtedness, issuable as provided herein; and
Whereas, all things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
Now, Therefore, This Indenture Witnesseth:
For and in consideration of the premises and the purchase of Notes to be is-
sued hereunder by Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders, as follows:
Article 1. Standard Provisions. All of the terms, conditions, covenants and
provisions contained in the Company's Standard Multiple-Series Indenture Pro-
visions for Senior Debt Securities dated as of June 1, 1992 (the "Provi-
sions"), a copy of which is attached hereto, are incorporated herein by refer-
ence in their entirety and shall be deemed to be a part hereof to the same ex-
tent as if such provisions had been set forth in full herein. All capitalized
terms which are used herein and not otherwise defined herein are defined in
the Provisions and are used herein with the same meanings as in the Provi-
sions. The Provisions, together with this Indenture, are deemed to be the "In-
denture".
<PAGE>
Article 2. Conflicts. As provided in Section 8.08(b) of the Provisions, the
following indentures are excluded: the Indenture of the Company dated as of
August 1, 1985, to the Trustee, as supplemented by a Second Supplemental In-
denture dated as of March 1, 1986, providing for the issuance of 8 1/4% Notes
Due March 1, 1998, and as supplemented by a Third Supplemental Indenture dated
as of December 15, 1986, providing for the issuance of 7 3/4% Notes Due June
15, 1997, and as supplemented by a Fourth Supplemental Indenture dated as of
June 1, 1987, providing for the issuance of 8 3/4% Notes Due June 1, 1993.
TESTIMONIUM
This Indenture may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
In Witness Whereof, the parties hereto have caused this Indenture to be duly
executed and their respective corporate seals to be hereunto affixed and at-
tested, all as of the day and year first written above.
Household Finance Corporation
By: Joseph W. Hoff
________________________________________
Vice President
Attest:
K. K. Curtin
- ----------------------------------- (Corporate Seal)
Assistant Secretary
Continental Bank,National Association
By: Greg Jordan
________________________________________
Attest:
R. C. Bergman
- ----------------------------------- (Corporate Seal)
<PAGE>
Exhibit 4(e)
INDENTURE
FOR
SENIOR DEBT SECURITIES
dated as of January 1, 1993
------------------
This Indenture, dated as of the 1st day of January, 1993, between Household Fi-
nance Corporation, a corporation duly organized and existing under the laws of
the State of Delaware (hereinafter called the "Company") and having its prin-
cipal office at 2700 Sanders Road, Prospect Heights, Illinois 60070, and The
First National Bank of Boston, a national banking association organized and
existing by virtue of the banking laws of the United States (hereinafter called
the "Trustee"), and having its principal Corporate Trust Office at Bos-ton,
Massachusetts.
WITNESSETH:
Whereas, the Company deems it necessary from time to time to borrow money for
its corporate purposes and to issue its debt securities therefor, and to that
end has duly authorized and directed the execution and delivery of this Inden-
ture to provide for one or more series of its unsecured debentures, notes, or
other evidences of indebtedness, issuable as provided herein; and
Whereas, all things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
Now, Therefore, This Indenture Witnesseth:
For and in consideration of the premises and the purchase of Notes to be is-
sued hereunder by Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders, as follows:
Article 1. Standard Provisions. All of the terms, conditions, covenants and
provisions contained in the Company's Standard Multiple-Series Indenture Pro-
visions for Senior Debt Securities dated as of June 1, 1992 (the "Provi-
sions"), a copy of which is attached hereto, are incorporated herein by refer-
ence in their entirety and shall be deemed to be a part hereof to the same ex-
tent as if such provisions had been set forth in full herein. All capitalized
terms which are used herein and not otherwise defined herein are defined in
the Provisions and are used herein with the same meanings as in the Provi-
sions. The Provisions, together with this Indenture, are deemed to be the "In-
denture".
<PAGE>
Article 2. Conflicts. As provided in Section 8.08(b) of the Provisions, the
following indentures are excluded:
the Indenture of the Company dated as of May 1, 1992, to the
Trustee, providing for the issuance of 7 3/4% Notes due
June 1, 1999.
TESTIMONIUM
This Indenture may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
In Witness Whereof, the parties hereto have caused this Indenture to be duly
executed and their respective corporate seals to be hereunto affixed and at-
tested, all as of the day and year first written above.
Household Finance Corporation
Joseph W. Hoff
By: ________________________________________
Vice President
Attest:
Susan E. Casey
- ----------------------------------- (Corporate Seal)
Assistant Secretary
The First National Bank of Boston
Chi Ma
By: ________________________________________
Attest:
Eric J. Donagney
- ----------------------------------- (Corporate Seal)
<PAGE>
Exhibit 4(f)
INDENTURE
FOR
SENIOR DEBT SECURITIES
dated as of , 199
------------------
This Indenture, dated as of the day of , 199 , between Household Fi-
nance Corporation, a corporation duly organized and existing under the laws of
the State of Delaware (hereinafter called the "Company") and having its prin-
cipal office at 2700 Sanders Road, Prospect Heights, Illinois 60070, and
NationsBank of Tennessee, a corporation organized and existing under the laws
of the State of Tennessee (hereinafter called the "Trustee"), and having its
principal Corporate Trust Office at Nashville, Tennessee.
WITNESSETH:
Whereas, the Company deems it necessary from time to time to borrow money for
its corporate purposes and to issue its debt securities therefor, and to that
end has duly authorized and directed the execution and delivery of this Inden-
ture to provide for one or more series of its unsecured debentures, notes, or
other evidences of indebtedness, issuable as provided herein; and
Whereas, all things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
Now, Therefore, This Indenture Witnesseth:
For and in consideration of the premises and the purchase of Notes to be is-
sued hereunder by Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders, as follows:
Article 1. Standard Provisions. All of the terms, conditions, covenants and
provisions contained in the Company's Standard Multiple-Series Indenture Pro-
visions for Senior Debt Securities dated as of June 1, 1992 (the "Provi-
sions"), a copy of which is attached hereto, are incorporated herein by refer-
ence in their entirety and shall be deemed to be a part hereof to the same ex-
tent as if such provisions had been set forth
<PAGE>
in full herein. All capitalized terms which are used herein and not otherwise
defined herein are defined in the Provisions and are used herein with the same
meanings as in the Provisions. The Provisions, together with this Indenture,
are deemed to be the "Indenture".
Article 2. Conflicts. As provided in Section 8.08(b) of the Provisions, the
following indentures are excluded:
- -------------------------------------------------------------------------------
[Insert any applicable indentures]
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
TESTIMONIUM
This Indenture may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
In Witness Whereof, the parties hereto have caused this Indenture to be duly
executed and their respective corporate seals to be hereunto affixed and at-
tested, all as of the day and year first written above.
Household Finance Corporation
By: ________________________________________
Vice President
Attest:
- ----------------------------------- (Corporate Seal)
Assistant Secretary
NationsBank of Tennessee
By: ________________________________________
Attest:
- ----------------------------------- (Corporate Seal)
<PAGE>
EXHIBIT 4(g)
INDENTURE
FOR
SENIOR DEBT SECURITIES
dated as of , 199
------------------
This Indenture, dated as of the day of , 199 , between Household Fi-
nance Corporation, a corporation duly organized and existing under the laws of
the State of Delaware (hereinafter called the "Company") and having its prin-
cipal office at 2700 Sanders Road, Prospect Heights, Illinois 60070, and The
First National Bank of Chicago, a national banking association organized and
existing by virtue of the banking laws of the United States (hereinafter
called the "Trustee"), and having its principal Corporate Trust Office at Chi-
cago, Illinois.
WITNESSETH:
Whereas, the Company deems it necessary from time to time to borrow money for
its corporate purposes and to issue its debt securities therefor, and to that
end has duly authorized and directed the execution and delivery of this Inden-
ture to provide for one or more series of its unsecured debentures, notes, or
other evidences of indebtedness, issuable as provided herein; and
Whereas, all things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
Now, Therefore, This Indenture Witnesseth:
For and in consideration of the premises and the purchase of Notes to be is-
sued hereunder by Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders, as follows:
Article 1. Standard Provisions. All of the terms, conditions, covenants and
provisions contained in the Company's Standard Multiple-Series Indenture Pro-
visions for Senior Debt Securities dated as of June 1, 1992 (the "Provi-
sions"), a copy of which is attached hereto, are incorporated herein by refer-
ence in their entirety and shall be deemed to be a part hereof to the same ex-
tent as if such provisions had been set forth in full herein. All capitalized
terms which are used herein and not otherwise defined herein are defined in
the Provisions and are used herein with the same meanings as in the Provi-
sions. The Provisions, together with this Indenture, are deemed to be the "In-
denture".
<PAGE>
Article 2. Conflicts. As provided in Section 8.08(b) of the Provisions, the
following indentures are excluded:
- -------------------------------------------------------------------------------
[Insert any applicable indentures]
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
TESTIMONIUM
This Indenture may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
In Witness Whereof, the parties hereto have caused this Indenture to be duly
executed and their respective corporate seals to be hereunto affixed and at-
tested, all as of the day and year first written above.
Household Finance Corporation
By: ________________________________________
Vice President
Attest:
- ----------------------------------- (Corporate Seal)
Assistant Secretary
The First National Bank of Chicago
By: ________________________________________
Attest:
- ----------------------------------- (Corporate Seal)
<PAGE>
EXHIBIT 4(h)
INDENTURE
FOR
SENIOR DEBT SECURITIES
dated as of February 1, 1993
------------------
This Indenture, dated as of the 1st day of February, 1993, between Household
Finance Corporation, a corporation duly organized and existing under the laws
of the State of Delaware (hereinafter called the "Company") and having its
principal office at 2700 Sanders Road, Prospect Heights, Illinois 60070, and
BankAmerica Trust Company of New York, a corporation organized and existing
under the laws of the State of New York (hereinafter called the "Trustee"),
and having its principal Corporate Trust Office at New York, New York.
WITNESSETH:
Whereas, the Company deems it necessary from time to time to borrow money for
its corporate purposes and to issue its debt securities therefor, and to that
end has duly authorized and directed the execution and delivery of this
Indenture to provide for one or more series of its unsecured debentures,
notes, or other evidences of indebtedness, issuable as provided herein; and
Whereas, all things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.
Now, Therefore, This Indenture Witnesseth:
For and in consideration of the premises and the purchase of Notes to be
issued hereunder by Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders, as follows:
Article 1. Standard Provisions. All of the terms, conditions, covenants and
provisions contained in the Company's Standard Multiple-Series Indenture
Provisions for Senior Debt Securities dated as of June 1, 1992 (the
"Provisions"), a copy of which is attached hereto, are incorporated herein by
reference in their entirety and shall be deemed to be a part hereof to the
same extent as if such provisions had been set forth in full herein. All
capitalized terms which are used herein and not otherwise defined herein are
defined in the Provisions and are used herein with the same meanings as in the
Provisions. The Provisions, together with this Indenture, are deemed to be the
"Indenture".
<PAGE>
Article 2. Conflicts. No other indentures are excluded for purposes of Section
8.08(b) of the Provisions.
TESTIMONIUM
This Indenture may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
In Witness Whereof, the parties hereto have caused this Indenture to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first written above.
Household Finance Corporation
Joseph W. Hoff
By: ____________________________
Vice President
Attest:
Susan E. Casey
- ----------------------------------- (Corporate Seal)
Assistant Secretary
BankAmerica Trust Company of
New York
John J. Sweeney
By: ____________________________
Attest:
Lori E. Rooney
- ----------------------------------- (Corporate Seal)
<PAGE>
Exhibit 4(i)
HOUSEHOLD FINANCE CORPORATION
Form of Warrant Agreement
(for warrants sold alone)
THIS WARRANT AGREEMENT dated as of between Household
Finance Corporation a corporation organized under the laws of the State of
Delaware (the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to) and as Warrant Agent
(the "Warrant Agent").
WHEREAS, the Company has entered into an Indenture dated as of
(the "Indenture"), with , as Trustee (the "Trustee"),
providing for the issuance from time to time of its unsecured debt securities
(the "Debt Securities"), to be issued in one or more series as provided in the
Indenture; and
WHEREAS, the Company proposes to sell warrant certificates evidencing one
or more warrants (the "Warrants" or, individually a "Warrant) representing the
right to purchase [title of debt securities purchasable through exercise of
Warrants] (the "Warrant Debt Securities"), such warrant certificates and other
warrant certificates issued pursuant to this Agreement hereinafter referred to
as the "Warrant Certificates"; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, exchange, exercise and replacement of
the Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, exchanged, exercised and replaced;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
Issuance of Warrants and Execution
and Delivery of Warrant Certificates
Section 1.01. Issuance of Warrants. Each Warrant Certificate shall
evidence one or more Warrants. Each Warrant evidenced thereby shall represent
the right, subject to the provisions contained herein and therein, to purchase a
Warrant Debt Security in the principal amount of $ .
1
<PAGE>
Section 1.02. Execution and Delivery of Warrant Certificates. Each
Warrant Certificate, whenever issued, shall be in [bearer] [registered] form
substantially in the form set forth in Exhibit A hereto, shall be dated and may
have such letters, numbers or other marks of identification or designation and
such legends or endorsements printed, lithographed or engraved thereon as the
officers of the Company executing the same may approve (execution thereof to be
conclusive evidence of such approval) and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Warrant Certificates may be listed, or to
conform to usage. The Warrant Certificates shall be signed on behalf of the
Company by either its President, one of its Vice Presidents or one of its
Assistant Treasurers under its corporate seal and attested by its Secretary or
any of its Assistant Secretaries. Such signatures may be manual or facsimile
signatures of such authorized officers and may be imprinted or otherwise
reproduced on the Warrant Certificates. The seal of the Company may be in the
form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Warrant Certificates.
No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
issued hereunder.
In case any officer of the Company who shall have signed any of the Warrant
Certificates either manually or by facsimile signature shall cease to be such
officer before the Warrant Certificates so signed shall have been countersigned
and delivered by the Warrant Agent, such Warrant Certificates may be
countersigned and delivered notwithstanding that the person who signed such
Warrant Certificates has ceased to be such officer of the Company; and any
Warrant Certificate may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Warrant Certificate, shall be the
proper officers of the Company, although at the date of the execution of this
Agreement any such person was not such officer.
[If bearer Warrants -- The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean the bearer of such Warrant Certificate.]
[If registered Warrants -- The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be registered
2
<PAGE>
upon the books to be maintained by the Warrant Agent for that purpose.]
Section 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding $
= aggregate principal amount of Warrant Debt Securities (except as provided in
Sections 2.03(c), 3.02 and 4.01) may be executed by the Company and delivered to
the Warrant Agent upon the execution of this Warrant Agreement or from time to
time thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates
duly executed on behalf of the Company, countersign Warrant Certificates
evidencing Warrants representing the right to purchase up to $
aggregate principal amount of Warrant Debt Securities and shall deliver such
Warrant Certificates to or upon the order of the Company. Subsequent to such
original issuance of the Warrant Certificates, the Warrant Agent shall
countersign a Warrant Certificate only if the Warrant Certificate is issued in
exchange or substitution for one or more previously countersigned Warrant
Certificates, [If registered Warrants -- or in connection with their transfer],
as hereinafter provided or as provided in Section 2.03(c).
ARTICLE II
Warrant Price, Duration and Exercise of Warrants
Section 2.01. Warrant Price/*/. [On , 19 the exercise price of
each Warrant is $ . During the period from , 19 through
and including , 19 the exercise price of each Warrant will be $
plus [accrued amortization of the original issue discount] [accrued interest]
from , 19 . On , 19 the exercise price of each Warrant
will be $ . During the period from , 19 , through and
including , 19 , the exercise price of each Warrant will be $
plus [accrued amortization of the original issue discount] [accrued interest]
from , 19 , [in each case, the original issue discount will be
amortized at a % annual rate, computed on an annual basis using a 360-day
year consisting of twelve 30-day months]. Such purchase price of Warrant Debt
Securities is referred to in this Agreement as the "Warrant Price". [The
original issue discount for each $1,000 principal amount of Warrant Debt
Securities is $ ].
- ------------
/*/ Complete and modify the provisions of this Section as appropriate to
reflect the exact terms of the Offered Warrants and the Warrant Debt
Securities.
Section 2.02. Duration of Warrants. Each Warrant evidenced by a Warrant
Certificate may be exercised in whole at any time, as
3
<PAGE>
specified herein, on or after [the date thereof] [ , 19 ] and at or
before 5 p.m. time on , 19 (the "Expiration Date").
Each Warrant not exercised at or before 5 p.m. time on the
Expiration Date shall become void, and all rights of the holder of the Warrant
Certificate evidencing such Warrant under this Agreement shall cease.
Section 2.03. Exercise of Warrants. (a) During the period specified in
Section 2.02 any whole number of Warrants may be exercised by providing certain
information set forth on the reverse side of the Warrant Certificate and by
paying in full, in lawful money of the United States of America, [in cash or by
certified check or official bank check or by bank wire transfer, in each case]
[by bank wire transfer] in immediately available funds, the Warrant Price for
each Warrant exercised, to the Warrant Agent at its corporate trust office [or
at ], provided that such exercise is subject to receipt within five
business days of such [payment] [wire transfer] by the Warrant Agent of the
Warrant Certificate with the form of election to purchase Warrant Debt
Securities set forth on the reverse side of the Warrant Certificate properly
completed and duly executed. The date on which payment in full of the Warrant
Price is received by the Warrant Agent shall, subject to receipt of the Warrant
Certificate as aforesaid, be deemed to be the date on which the Warrant is
exercised. The Warrant Agent shall deposit all funds received by it in payment
of the Warrant Price in an account of the Company maintained with it and shall
advise the Company by telephone at the end of each day on which a [payment]
[wire transfer] for the exercise of Warrants is received of the amount so
deposited to its account. The Warrant Agent shall promptly confirm such
telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as practicable,
advise the Company and the Trustee under the Indenture of (i) the number of
Warrants exercised in accordance with the terms and conditions of this Agreement
and the Warrant Certificates; (ii) the instructions of each holder of the
Warrant Certificates evidencing such Warrants with respect to delivery of the
Warrant Debt Securities to which such holder is entitled upon such exercise;
(iii) delivery of Warrant Certificates evidencing the balance, if any, of the
Warrants remaining after such exercise; and (iv) such other information as the
Company or the Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant, the Company
shall issue, pursuant to the Indenture, in authorized denominations to or upon
the order of the holder of the Warrant Certificate evidencing such Warrant, the
Warrant Debt Securities to which such holder is entitled [in fully registered
form, registered in such name or names] [in bearer form] as may be
4
<PAGE>
directed by such holder/*/; [provided, however, the Company shall not be
required to deliver any unregistered Warrant Debt Securities in the United
States]. If fewer than all of the Warrants evidenced by such Warrant
Certificate were exercised, the Company shall execute, and an authorized officer
of the Warrant Agent shall manually countersign and deliver, a new Warrant
Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any transfer
involved in the issue of the Warrant Debt Securities; and in the event that any
such transfer is involved, the Company shall not be required to issue or deliver
any Warrant Debt Securities until such tax or other charge shall have been paid
or it has been established to the Company's satisfaction that no such tax or
other charge is due.
[(e) Issuance of unregistered Warrant Debt Securities upon exercise of
Warrants shall be subject to such arrangements and procedures as shall be
provided pursuant to Section of the Indenture.]
ARTICLE III
Other Provisions Relating to Rights
of Holders of Warrant Certificates
Section 3.01. No Rights as Warrant Debt Security Holder Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of
Warrant Debt Securities, including, without limitation, the right to receive the
payment of principal of, premium (if any) or interest on Warrant Debt Securities
or to enforce any of the covenants in the Indenture.
Section 3.02. Lost, Stolen, Mutilated or Destroyed Warrant Certificates.
Upon receipt by the Company and the Warrant Agent of evidence reasonably
satisfactory to them of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of indemnity reasonably satisfactory
to them and, in the case of mutilation, upon surrender thereof to the Warrant
Agent for cancellation, then, in the absence of notice to the Company or the
Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute, and an authorized officer of the Warrant
Agent shall manually countersign and deliver, in exchange for or in lieu of the
lost,
- -------------
/*/ Subject to change in accordance with changes in tax laws and regulations.
5
<PAGE>
stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of
the same tenor and evidencing the same number of Warrants. Upon the issuance of
any new Warrant Certificate under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Warrant Agent) in connection therewith. Every substitute
Warrant Certificate executed and delivered pursuant to this Section in lieu of
any lost, stolen or destroyed Warrant Certificate shall represent an additional
contractual obligation of the Company, whether or not the lost, stolen or
destroyed Warrant Certificate shall be at any time enforceable by anyone, and
shall be entitled to the benefits of this Agreement equally and proportionately
with any and all other Warrant Certificates duly executed and delivered
hereunder. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
of mutilated, lost, stolen or destroyed Warrant Certificates.
Section 3.03. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a Warrant
Certificate, without the consent of the Warrant Agent, the Trustee, the holder
of any Warrant Debt Securities or the holder of any other Warrant Certificate,
may, in his own behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company suitable to enforce
or otherwise in respect of, his right to exercise the Warrants evidenced by his
Warrant Certificate in the manner provided in his Warrant Certificate and in
this Agreement.
ARTICLE IV
Exchange and Transfer of Warrant Certificates
Section 4.01. Exchange and Transfer of Warrant Certificates. Upon
surrender at the corporate trust office of the Warrant Agent [or ],
Warrant Certificates evidencing Warrants may be exchanged for Warrant
Certificates in other denominations evidencing such Warrants [If registered
Warrants --or may be transferred in whole or in part]; provided that such other
Warrant Certificates evidence the same aggregate number of Warrants as the
Warrant Certificates so surrendered. [If registered Warrants -- The Warrant
Agent shall keep, at its corporate trust office [and at ], books in
which, subject to such reasonable regulations as it may prescribe, it shall
register Warrant Certificates and exchanges and transfers of outstanding Warrant
Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at
its corporate trust office [or ] for exchange [or transfer], properly
endorsed or accompanied by appropriate instruments of transfer and written
instructions for transfer, all in form satisfactory to the Company
6
<PAGE>
and the Warrant Agent.] No service charge shall be made for any exchange [or
transfer] of Warrant Certificates, but the Company may require payment of a sum
sufficient to cover any stamp or other tax or other governmental charge that may
be imposed in connection with any such exchange [or transfer]. Whenever any
Warrant Certificates are so surrendered for exchange [or transfer] an authorized
officer of the Warrant Agent shall manually countersign and deliver to the
person or persons entitled thereto a Warrant Certificate or Warrant Certificates
duly authorized and executed by the Company, as so requested. The Warrant Agent
shall not be required to effect any exchange [or transfer] which will result in
the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a
number of full Warrants and a fraction of a Warrant. All Warrant Certificates
issued upon any exchange [or transfer] of Warrant Certificates shall be the
valid obligations of the Company, evidencing the same obligations, and entitled
to the same benefits under this Agreement, as the Warrant Certificates
surrendered for such exchange [or transfer].
Section 4.02. Treatment of Holders of Warrant Certificates. [Bearer
warrants -- Each Warrant Certificate shall be transferable by delivery and shall
be deemed negotiable and the bearer of each Warrant Certificate may be treated
by the Company, the Warrant Agent and all other persons dealing with such bearer
as the absolute owner thereof for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced thereby, any notice to
the contrary notwithstanding.] [Registered Warrants -- The Company and the
Warrant Agent may treat the registered holder as the absolute owner thereof for
any purpose and as the person entitled to exercise the rights represented by the
Warrants evidenced thereby, any notice to the contrary notwithstanding.]
Section 4.03. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exchange [transfer] or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company, be delivered to the
Warrant Agent and all Warrant Certificates surrendered or so delivered to the
Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be
reissued and, except as expressly permitted by this Agreement, no Warrant
Certificate shall be issued hereunder in exchange or in lieu thereof. The
Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of cancelled Warrant Certificates in a manner satisfactory to the
Company.
ARTICLE V
Concerning the Warrant Agent
Section 5.01. Warrant Agent. The Company hereby appoints
as Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates, upon the
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terms and subject to the conditions herein set forth; and
hereby accepts such appointment. The Warrant Agent shall have the powers and
authority granted to and conferred upon it in the Warrant Certificates and
hereby and such further powers and authority to act on behalf of the Company as
the Company may hereafter grant to or confer upon it. All of the terms and
provisions with respect to such powers and authority contained in the Warrant
Certificates are subject to and governed by the terms and provisions hereof.
Section 5.02. Conditions of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:
(a) Compensation and Indemnification. The Company agrees promptly to pay
the Warrant Agent the compensation to be agreed upon with the Company for all
services rendered by the Warrant Agent and to reimburse the Warrant Agent for
reasonable out-of-pocket expenses (including counsel fees) incurred by the
Warrant Agent in connection with the services rendered hereunder by the Warrant
Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold
it harmless against, any loss, liability or expense incurred without negligence
or bad faith on the part of the Warrant Agent, arising out of or in connection
with its acting as Warrant Agent hereunder, as well as the costs and expenses of
defending against any claim of such liability.
(b) Agent for the Company. In acting under this Warrant Agreement and in
connection with the Warrant Certificates, the Warrant Agent is acting solely as
agent of the Company and does not assume any obligation or relationship of
agency or trust for or with any of the holders of Warrant Certificates or
beneficial owners of Warrants.
(c) Counsel. The Warrant Agent may consult with counsel satisfactory to
it, and the advise of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with the advice of such counsel.
(d) Documents. The Warrant Agent shall be protected and shall incur no
liability for or in respect of any action taken or thing suffered by it in
reliance upon any Warrant Certificate, notice, direction, consent, certificate,
affidavit, statement or other paper or document reasonably believed by it to be
genuine and to have been presented or signed by the proper parties.
(e) Certain Transactions. The Warrant Agent, and its officers, directors
and employees, may become the owner of, or
8
<PAGE>
acquire any interest in, Warrants, with the same rights that it or they would
have if it were not the Warrant Agent hereunder, and, to the extent permitted by
applicable law, it or they may engage or be interested in any financial or other
transaction with the Company and may act on, or as depositary, trustee or agent
for, any committee or body of holders of Warrant Debt Securities or other
obligations of the Company as freely as if it were not the Warrant Agent
hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the
Warrant Agent from acting as Trustee under the Indenture.
(f) No Liability for Interest. The Warrant Agent shall have no liability
for interest on any monies at any time received by it pursuant to any of the
provisions of this Agreement or of the Warrant Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the Warrant
Certificates.
(h) No Responsibility for Representations. The Warrant Agent shall not be
responsible for any of the recitals or representations herein or in the Warrant
Certificates (except as to the Warrant Agent's countersignature thereon), all of
which are made solely by the Company.
(i) No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set forth, and no implied duties or obligations shall be read into
this Agreement or the Warrant Certificates against the Warrant Agent. The
Warrant Agent shall not be under any obligations to take any action hereunder
which may tend to subject it to any expense or liability, reimbursement for
which within a reasonable time is not, in its reasonable opinion, assured to it.
The Warrant Agent shall not be accountable or responsible for the use by the
Company of any of the Warrant Certificates authenticated by the Warrant Agent
and delivered by it to the Company pursuant to this Agreement or for the
application by the Company of the proceeds of the Warrant Certificates. The
Warrant Agent shall have no duty or responsibility in case of any default by the
Company in the performance of its covenants or agreements contained herein or in
the Warrant Certificates or in the case of the receipt of any written demand
from a holder of a Warrant Certificate with respect to such default, including,
without limiting the generality of the foregoing, any duty or responsibility to
initiate or attempt to initiate any proceedings at law or otherwise or, except
as provided in Section 6.02 hereof, to make any demand upon the Company.
Section 5.03. Resignation and Appointment of Successor. (a) The Company
agrees, for the benefit of the holders from time to time of the Warrant
Certificates, that there shall at all times be
9
<PAGE>
a Warrant Agent hereunder until all the Warrant Certificates are no longer
exercisable.
(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the date
on which its desired resignation shall become effective; provided that such date
shall be not less than three months after the date on which such notice is
given, unless the Company otherwise agrees. The Warrant Agent hereunder may be
removed at any time by the filing with it of an instrument in writing signed by
or on behalf of the Company and specifying such removal and the date when it
shall become effective. Such resignation or removal shall take effect upon the
appointment by the Company, as hereinafter provided, of a successor Warrant
Agent (which shall be a bank or trust company authorized under the laws of the
jurisdiction of its organization to exercise corporate trust powers) and the
acceptance of such appointment by such successor Warrant Agent. The obligation
of the Company under Section 5.02(a) shall continue to the extent set forth
therein, notwithstanding the resignation or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or shall file a petition seeking relief under Title II of the United
States Code, as now constituted or hereafter amended, or under any other
applicable Federal or State bankruptcy law or similar law or make an assignment
for the benefit of its creditors or consent to the appointment of a receiver or
custodian of all or any substantial part of its property, or shall admit in
writing its inability to pay or meet its debts as they mature, or if a receiver
or custodian of it or of all or any substantial part of its property shall be
appointed, or if an order of any court shall be entered for relief against it
under the provisions of Title II of the United States Code, as now constituted
or hereafter amended, or under any other applicable Federal or State bankruptcy
or similar law, or if any public officer shall have taken charge or control of
the Warrant Agent or of its property or affairs, for the purpose of
rehabilitation, conservation or liquidation, a successor Warrant Agent,
qualified as set forth in subsection (b) above, shall be appointed by the
Company by an instrument in writing, filed with the successor Warrant Agent.
Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by
the successor Warrant Agent of such appointment, the Warrant Agent shall cease
to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations of
such
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<PAGE>
predecessor with like effect as if originally named as Warrant Agent hereunder,
and such predecessor upon payment of its charges and disbursements then unpaid,
shall thereupon become obligated to transfer, deliver and pay over, and such
successor Warrant Agent shall be entitled to receive, all monies, securities and
other property on deposit with or held by such predecessor, as Warrant Agent
hereunder.
(e) Any corporation into which the Warrant Agent hereunder may be merged or
converted or any corporation with which the Warrant Agent may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to
which the Warrant Agent shall be a party, or any corporation to which the
Warrant Agent shall sell or otherwise transfer all or substantially all the
assets and business of the Warrant Agent shall be the successor Warrant Agent
under this Agreement without the execution or filing of any paper or any further
act on the part of any of the parties hereto, provided that it shall be
qualified as set forth above in subsection (b).
ARTICLE VI
Miscellaneous
Section 6.01 Amendment. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; provided that such action
shall not adversely affect the interests of the holders of the Warrant
Certificates.
Section 6.02. Notices and Demands to the Company and Warrant Agent. If
the Warrant Agent shall receive any notice or demand addressed to the Company by
the holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.
Section 6.03. Addresses. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to
, attention: , and any communications from the
Warrant Agent to the Company with respect to this Agreement shall be addressed
to Household Finance Corporation, 2700 Sanders Road, Prospect Heights, Illinois
60070, attention: Treasurer (or such other address as shall be specified in
writing by the Warrant Agent or by the Company).
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Section 6.04. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of .
Section 6.05. Delivery of Prospectus. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus relating to the Warrant Debt
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with the delivery of the Warrant Debt Securities issued
upon such exercise, a Prospectus.
Section 6.06. Obtaining of Governmental Approvals. The Company will from
time to time take all action which may be necessary to obtain and keep effective
any and all permits, consents and approvals of governmental agencies and
authorities and securities acts filings under United States Federal and State
laws (including without limitation a registration statement in respect of the
Warrants and Warrant Debt Securities under the Securities Act of 1933), which
may be or become requisite in connection with the issuance, sale, transfer, and
delivery of the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrant Debt Securities issued upon
exercise of the Warrants or upon the expiration of the period during which the
Warrants are exercisable.
Section 6.07. Persons Having Rights under Warrant Agreement. Nothing in
this Agreement expressed or implied and nothing that may be inferred from any of
the provisions hereof is intended, or shall be construed, to confer upon, or
give to, any person or corporation other than the Company, the Warrant Agent and
the holders of the Warrant Certificates any right, remedy or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise or
agreement hereof; and all covenants, conditions, stipulations, promises and
agreements in this Agreement contained shall be for the sole and exclusive
benefit of the Company and the Warrant Agent and their successors and of the
holders of the Warrant Certificates.
Section 6.08. Headings. The descriptive headings of the several Articles
and Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
Section 6.09. Counterparts. This Agreement may be executed in any number
of counterparts, each of which as so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.
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<PAGE>
Section 6.10. Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of the
Warrant Agent for inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant Certificate for
inspection by it.
IN WITNESS WHEREOF, Household Finance Corporation has caused this Agreement
to be signed by one of its duly authorized officers, and its corporate seal to
be affixed hereunto, and the same to be attested by its Secretary or one of its
Assistant Secretaries; and has caused this Agreement
to be signed by one of its duly authorized officers, and its corporate seal to
be affixed hereunto, and the same to be attested by its Secretary or one of its
Assistant Secretaries, all as of the day and year first above written.
HOUSEHOLD FINANCE CORPORATION
By________________________________________
Attest:
____________________
By________________________________________
as Warrant Agent
Attest:
_____________________
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<PAGE>
EXHIBIT A
(FORM OF WARRANT CERTIFICATE)
[Face of Warrant Certificate]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
Warrant Certificates representing
Warrants to purchase
[Title of Warrant Debt Securities]
as described herein.
HOUSEHOLD FINANCE CORPORATION
WARRANTS TO PURCHASE
[Title of Warrant Debt Securities]
VOID AFTER 5 P.M. TIME ON , 19
[No.] Warrants
This certifies that [the bearer is the] [ or registered assigns is
the registered] owner of the above indicated number of Warrants, each Warrant
entitling such [bearer] [owner] to purchase, at any time [after 5 p.m.
time on , 19 and] on or before 5 p.m. time on
, 19 , $ principal amount of [Title of Warrant Debt Securities] (the
"Warrant Debt Securities"), of HOUSEHOLD FINANCE CORPORATION (the "Company"),
issued and to be issued under the Indenture (as hereinafter defined), on the
following basis:/*/ [on , 19 the exercise price of each Warrant
is $ ; during the period from , 19 through and including
, 19 , the exercise price of each Warrant will be $ plus [accrued
amortization of the original issue discount] [accrued interest] from ,
19 ; on , 19 the exercise price of each Warrant will be $ ;
during the period from , 19 , through and including
, 19 , the exercise price of each Warrant will be $ plus [accrued
amortization of the original issue discount] [accrued interest]
- ------------
/*/ Complete and modify the following provisions as appropriate to reflect the
exact terms of the Offered Warrants and the Warrant Debt Securities.
<PAGE>
from , 19 ; [in each case, the original issue discount will be
amortized at a % annual rate, computed on an annual basis, using a 360-day
year consisting of twelve 30-day months] (the "Warrant Price"). [The original
issue discount for each $1,000 principal amount of Warrant Debt Securities is $
.] The holder may exercise the Warrants evidenced hereby by providing certain
information set forth on the back hereof and by paying in full in lawful money
of the United States of America, [in cash or by certified check or official bank
check or by bank wire transfer, in each case,] [by bank wire transfer] in
immediately available funds, the Warrant Price for each Warrant exercised to the
Warrant Agent [as hereinafter defined] and by surrendering this Warrant
Certificate, with the purchase form on the back hereof duly executed at the
corporate trust office of [name of Warrant Agent], or its successor as warrant
agent (the "Warrant Agent"), [or ] at the address specified on the
reverse hereof and upon compliance with and subject to the conditions set forth
herein and in the Warrant Agreement [as hereinafter defined].
Any whole number of Warrants evidenced by this Warrant Certificate may be
exercised to purchase Warrant Debt Securities in registered form in
denominations of $ and any integral multiples thereof. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the holder hereof a new Warrant
Certificate evidencing the number of Warrants remaining unexercised.
This Warrant Certificate is issued under and in accordance with the Warrant
Agreement, dated as of , 19 (the "Warrant Agreement"), between
the Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
holder of this Warrant Certificate consents by acceptance hereof. Copies of the
Warrant Agreement are on file at the above-mentioned office of the Warrant Agent
[and at ].
The Warrant Debt Securities to be issued and delivered upon the exercise of
the Warrants evidenced by this Warrant Certificate will be issued under and in
accordance with an Indenture dated as of (the "Indenture"), between
the Company and , a organized and existing
under the laws of , as Trustee, (
and any successor to such Trustee being hereinafter referred to as the
"Trustee") and will be subject to the terms and provisions contained in the
Indenture. [In particular, issuance of unregistered Warrant Debt Securities
upon exercise of Warrants shall be subject to such arrangements and procedures
as shall be provided pursuant to Section of the Indenture.] Copies of the
Indenture and the form of the Warrant Debt Securities are on file at the
corporate trust office of the Trustee [and at ].
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<PAGE>
[If Bearer Warrants -- This Warrant Certificate, and all rights hereunder,
may be transferred by delivery and the Company and the Warrant Agent may treat
the bearer hereof as the owner for all purposes.]
[If Registered Warrants -- This Warrant Certificate may be transferred when
surrendered at the corporate trust office of the Warrant Agent [or ] by
the registered owner or his assigns, in person or by an attorney duly authorized
in writing, in the manner and subject to the limitations provided in the Warrant
Agreement.]
After countersignature by the Warrant Agent and prior to the expiration of
this Warrant Certificate, this Warrant Certificate may be exchanged at the
corporate trust office of the Warrant Agent for Warrant Certificates
representing the same aggregate number of Warrants.
This Warrant Certificate shall not entitle the holder hereof to any of the
rights of a holder of the Warrant Debt Securities, including, without
limitation, the right to receive payments of principal of (premium, if any) or
interest, if any, on the Warrant Debt Securities or to enforce any of the
covenants of the Indenture.
This Warrant Certificate shall not be valid or obligatory for any purpose
until countersigned by the Warrant Agent.
Dated as of , 19 .
HOUSEHOLD FINANCE CORPORATION
By______________________________________
Attest:
________________________
Countersigned:
________________________
As Warrant Agent
By______________________
Authorized Signature
3
<PAGE>
[Reverse of Warrant Certificate]
(Instructions for Exercise of Warrant)
To exercise the Warrants evidenced hereby, the holder must pay [in cash or
by certified check or official bank check or by bank wire transfer] [by bank
wire transfer] in immediately available funds the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent] Corporate Trust Department,
[insert address of Warrant Agent], Attn: [or ],
which [payment] [wire transfer] must specify the name of the holder and the
number of Warrants exercised by such holder. In addition, the holder must
complete the information required below and present this Warrant Certificate in
person or by mail (registered mail is recommended) to the Warrant Agent at the
addresses set forth below. This Warrant Certificate, completed and duly
executed, must be received by the Warrant Agent within five business days of the
[payment] [wire transfer].
[FORM OF ELECTION TO PURCHASE]
(To be executed upon exercise of Warrant.)
The undersigned hereby irrevocably elects to exercise Warrants,
evidenced by this Warrant Certificate, to purchase $ principal amount of
the [Title of Debt Securities] (the "Warrant Debt Securities") of Household
Finance Corporation and represents that he has tendered payment for such Warrant
Debt Securities [in cash or by certified check or official bank check or by bank
wire transfer, in each case] [by bank wire transfer] in immediately available
funds to the order of Household Finance Corporation, c/o [insert name and
address of Warrant Agent], in the amount of $ in accordance with the
terms hereof. The undersigned requests that said principal amount of Warrant
Debt Securities be in [bearer form in the authorized denominations] [fully
registered form in the authorized denominations, registered in such names and
delivered] all as specified in accordance with the instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.
Dated:
________________________
___________________________ Name_________________________________
(Insert Social Security (Please Print)
or Other Identifying Number
of Holder) Address______________________________
______________________________
Signature____________________________
<PAGE>
The Warrants evidenced hereby may be exercised at the following addresses:
By hand at ____________________________________________
____________________________________________
____________________________________________
____________________________________________
$________________
By mail at ____________________________________________
____________________________________________
____________________________________________
____________________________________________
(Instructions as to form and delivery of Warrant Debt Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants.)
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<PAGE>
Reverse of Warrant Certificate
*[CERTIFICATE FOR DELIVERY OF BEARER BONDS]
HOUSEHOLD FINANCE CORPORATION
Warrant Debt Securities
TO: HOUSEHOLD FINANCE CORPORATION
[Name of Trustee],
as Trustee
This certificate is submitted in connection with our request that you
deliver to us $ principal amount of Warrant Debt Securities in bearer
form upon exercise of Warrants. We hereby certify that either (a) none of such
Warrant Debt Securities will be held by or on behalf of a United States Person,
or (b) if a United States Person will have a beneficial interest in such Warrant
Debt Securities, such person is described in Section 165(j)(3)(A), (B) or (C) of
the United States Internal Revenue Code of 1954, as amended, and the regulations
thereunder. As used herein, "United States Person" means a citizen or resident
of the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof or an estate or trust whose income from sources without the United
States is includible in gross income for United States Federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States.
We understand that this certificate is required in connection with certain
tax legislation in the United States. If administrative or legal proceedings
are commenced or threatened in connection with which this certificate is or
would be relevant, we irrevocably authorize you to produce this certificate or a
copy thereof to any interested party in such proceedings.
Dated:
_____________________________________
(Please print name)
- --------------
* Subject to changes in accordance with changes in tax laws and regulations.
<PAGE>
[If registered Warrant]
ASSIGNMENT
[FORM OF ASSIGNMENT TO BE EXECUTED IF HOLDER DESIRES
TO TRANSFER WARRANTS EVIDENCED HEREBY]
FOR VALUE RECEIVED hereby sells, assigns and
transfers unto
Please insert social security
or other identifying number
--------------------------------
- -------------------------------
(Please print name and address
including zip code)
- ----------------------------------------------------------------------------
the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint Attorney,
to transfer said Warrant Certificate on the books of the Warrant Agent with full
power of substitution in the premises.
Dated: ------------------------------------------
Signature
(Signature must conform in all respects to
name of holder as specified on the face of
this Warrant Certificate and must bear a
signature guarantee by a bank, trust company
or member broker of the New York or Midwest
Stock Exchange.)
Signature Guaranteed:
- ------------------------------
<PAGE>
HOUSEHOLD FINANCE CORPORATION
Form of Warrant Agreement
(for warrants sold attached to debt securities)
THIS WARRANT AGREEMENT dated as of between Household
Finance Corporation a Delaware corporation (the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to) and
as Warrant Agent (the "Warrant Agent").
WHEREAS, the Company has entered into an Indenture dated as of
(the "Indenture"), with , as Trustee (the "Trustee"),
providing for the issuance from time to time of its unsecured debt securities
("Debt Securities"), to be issued in one or more series as provided in the
Indenture; and
WHEREAS, the Company proposes to sell [title of Debt Securities being
offered] (the "Offered Debt Securities"), with warrant certificates evidencing
one or more warrants (the "Warrants" or, individually a "Warrant") representing
the right to purchase [title of Debt Securities purchasable through exercise of
Warrants] (the "Warrant Debt Securities"), such warrant certificates and other
warrant certificates issued pursuant to this Agreement hereinafter referred to
as the "Warrant Certificates"; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, exchange, exercise and replacement of
the Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, exchanged, exercised and replaced;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
Issuance of Warrants and Execution
and Delivery of Warrant Certificates
SECTION 1.01. Issuance of Warrants. Warrants shall be initially
issued in connection with the issuance of the Offered Debt Securities [but shall
be separately transferable on and after , 19 (the "Detachable
Date")] [shall not be separately transferable] and each Warrant Certificate
shall evidence one or more Warrants. Each Warrant evidenced thereby shall
represent the right, subject to the provisions contained herein and therein, to
purchase a Warrant Debt Security in the principal amount of $ . Warrant
Certificates shall be initially issued in units with
<PAGE>
the Offered Debt Securities and each Warrant Certificate included in such unit
shall evidence Warrants for each $ principal amount of
Offered Debt Securities included in such unit.
SECTION 1.02. Execution and Delivery of Warrant Certificates. Each
Warrant Certificate, whenever issued, shall be in [bearer] [registered] form
substantially in the form set forth in Exhibit A hereto, shall be dated
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the officers of the Company executing the same may approve (execution
thereof to be conclusive evidence of such approval) and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Warrant Certificates may be
listed, or to conform to usage. The Warrant Certificates shall be signed on
behalf of the Company by either its President, one of its Vice Presidents or one
of its Assistant Treasurers under its corporate seal and attested by its
Secretary or any of its Assistant Secretaries. Such signatures may be manual or
facsimile signatures of such authorized officers and may be imprinted or
otherwise reproduced on the Warrant Certificates. The seal of the Company may
be in the form of a facsimile thereof and may be impressed, affixed, imprinted
or otherwise reproduced on the Warrant Certificates.
No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
issued hereunder.
In case any officer of the Company who shall have signed any of the
Warrant Certificates either manually or by facsimile signature shall cease to be
such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates may
be countersigned and delivered notwithstanding that the person who signed such
Warrant Certificates has ceased to be such officer of the Company; and any
Warrant Certificate may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Warrant Certificate, shall be the
proper officers of the Company, although at the date of the execution of this
Agreement any such person was not such officer.
[If bearer Warrants -- The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean [If Offered Debt Securities with Warrants
which are not immediately detachable, prior to the Detachable Date, the
registered owner of the Offered
2
<PAGE>
Debt Security to which such Warrant Certificate was initially attached (or the
bearer if the Offered Debt Security is a bearer Debt Security), and after such
Detachable Date] the bearer of such Warrant Certificate.]
[If registered Warrants -- The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose. [If Offered Debt Securities with Warrants which
are not immediately detachable, or upon the register of the Offered Debt
Securities prior to the Detachable Date. The Company will, or will cause the
registrar of the Offered Debt Securities to make available at all times to the
Warrant Agent such information as to holders of the Offered Debt Securities with
Warrants as may be necessary to keep the Warrant Agent's records up to date.]]
SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding $
aggregate principal amount of Warrant Debt Securities (except as provided in
Sections 2.03(c), 3.02 and 4.01) may be executed by the Company and delivered to
the Warrant Agent upon the execution of this Warrant Agreement or from time to
time thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates
duly executed on behalf of the Company, countersign Warrant Certificates
evidencing Warrants representing the right to purchase up to $
aggregate principal amount of Warrant Debt Securities and shall deliver such
Warrant Certificates to or upon the order of the Company. Subsequent to such
original issuance of the Warrant Certificates, the Warrant Agent shall
countersign a Warrant Certificate only if the Warrant Certificate is issued in
exchange or substitution for one or more previously countersigned Warrant
Certificates, [If registered Warrants -- or in connection with their transfer],
as hereinafter provided or as provided in Section 2.03(c).
ARTICLE II
Warrant Price, Duration and Exercise of Warrants
SECTION 2.01. Warrant Price./*/ [On , 19 the exercise
price of each Warrant is $ . During the period from , 19
through and including , 19 the exercise price of each Warrant will
be $ plus [accrued amortization of the original issue discount] [accrued
interest] from , 19 . On , 19 the exercise price of
- ------------
/*/ Complete and modify the provisions of this Section as appropriate to
reflect the exact terms of the Offered Warrants and the Warrant Debt Securities.
3
<PAGE>
each Warrant will be $ . During the period from , 19 , through
and including , 19 , the exercise price of each Warrant will be $
plus [accrued amortization of the original issue discount] [accrued interest]
from , 19 , [in each case, the original issue discount will be
amortized at a % annual rate, computed on an annual basis using a 360-day
year consisting of twelve 30-day months]. Such purchase price of Warrant Debt
Securities is referred to in this Agreement as the "Warrant Price." [The
original issue discount for each $1,000 principal amount of Warrant Debt
Securities is $ ].
SECTION 2.02. Duration of Warrants. Each Warrant evidenced by a Warrant
Certificate may be exercised in whole at any time, as specified herein, on or
after [the date thereof] [ , 19 ] and at or before 5 p.m.
time on , 19 (the "Expiration Date"). Each Warrant not exercised
at or before the close of business on the Expiration Date shall become void, and
all rights of the holder of the Warrant Certificate evidencing such Warrant
under this Agreement shall cease.
SECTION 2.03. Exercise of Warrants. (a) During the period specified in
Section 2.02 any whole number of Warrants may be exercised by providing certain
information set forth on the reverse side of the Warrant Certificate and by
paying in full, in lawful money of the United States of America, [in cash or by
certified check or official bank check or by bank wire transfer, in each case,]
[by bank wire transfer] in immediately available funds the Warrant Price for
each Warrant exercised to the Warrant Agent at its corporate trust office [or at
], provided that such exercise is subject to receipt within five business days
of such [payment] [wire transfer] by the Warrant Agent of the Warrant
Certificate with the form of election to purchase Warrant Debt Securities set
forth on the reverse side of the Warrant Certificate properly completed and duly
executed. The date on which payment in full of the Warrant Price is received by
the Warrant Agent shall, subject to receipt of the Warrant Certificate as
aforesaid, be deemed to be the date on which the Warrant is exercised. The
Warrant Agent shall deposit all funds received by it in payment of the Warrant
Price in an account of the Company maintained with it and shall advise the
Company by telephone at the end of each day on which a [payment] [wire transfer]
for the exercise of Warrants is received of the amount so deposited to its
account. The Warrant Agent shall promptly confirm such telephone advice to the
Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee under the Indenture of (i) the
number of Warrants exercised in accordance with the terms and conditions of this
Agreement and the Warrant Certificates, (ii) the instructions of each holder of
the Warrant Certificates evidencing such Warrants with respect to delivery of
the Warrant Debt Securities to which such holder is entitled upon
4
<PAGE>
such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if
any, of the Warrants remaining after such exercise, and (iv) such other
information as the Company or the Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant, the
Company shall issue, pursuant to the Indenture, in authorized denominations to
or upon the order of the holder of the Warrant Certificate evidencing such
Warrant, the Warrant Debt Securities to which such holder is entitled, [in fully
registered form, registered in such name or names] [in bearer form] as may be
directed by such holder/*/ [; provided, however, the Company shall not be
required to deliver any unregistered Warrant Debt Securities in the United
States]. If fewer than all of the Warrants evidenced by such Warrant
Certificate were exercised, the Company shall execute, and an authorized officer
of the Warrant Agent shall manually countersign and deliver, a new Warrant
Certificate evidencing the number of such Warrants remaining unexecuted.
(d) The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any transfer
involved in the issue of the Warrant Debt Securities; and in the event that any
such transfer is involved, the Company shall not be required to issue or deliver
any Warrant Debt Security until such tax or other charge shall have been paid or
it has been established to the Company's satisfaction that no such tax or other
charge is due.
[(e) Issuance of unregistered Warrant Debt Securities upon exercise of
Warrants shall be subject to such arrangements and procedures as shall be
provided pursuant to Section of the Indenture.]
ARTICLE III
Other Provisions Relating to Rights
of Holders of Warrant Certificates
SECTION 3.01. No Rights as Warrant Debt Security Holder Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of
Warrant Debt Securities, including, without limitation, the right to receive the
payment of principal of, premium (if any) or interest on Warrant Debt Securities
or to enforce any of the covenants in the Indenture.
SECTION 3.02. Lost, Stolen, Mutilated or Destroyed
- -----------
/*/ Subject to change in accordance with changes in tax laws and regulations.
5
<PAGE>
Warrant Certificates. Upon receipt by the Company and the Warrant Agent of
evidence reasonably satisfactory to them of the ownership of and the loss,
theft, destruction or mutilation of any Warrant Certificate and of indemnity
reasonably satisfactory to them and, in the case of mutilation, upon surrender
thereof to the Warrant Agent for cancellation, then, in the absence of notice to
the Company or the Warrant Agent that such Warrant Certificate has been acquired
by a bona fide purchaser, the Company shall execute, and an authorized officer
of the Warrant Agent shall manually countersign and deliver, in exchange for or
in lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new
Warrant Certificate of the same tenor and evidencing the same number of
Warrants. Upon the issuance of any new Warrant Certificate under this Section,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Warrant Agent) in connection
therewith. Every substitute Warrant Certificate executed and delivered pursuant
to this Section in lieu of any lost, stolen or destroyed Warrant Certificate
shall represent an additional contractual obligation of the Company, whether or
not the lost, stolen or destroyed Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to the benefits of this Agreement
equally and proportionately with any and all other Warrant Certificates duly
executed and delivered hereunder. The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement of mutilated, lost, stolen or destroyed Warrant
Certificates.
SECTION 3.03. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a Warrant
Certificate, without the consent of the Warrant Agent, the Trustee, the holder
of any Warrant Debt Securities or the holder of any other Warrant Certificate,
may, in his own behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company suitable to enforce
or otherwise in respect of, his right to exercise the Warrants evidenced by his
Warrant Certificate in the manner provided in his Warrant Certificate and in
this Agreement.
ARTICLE IV
Exchange and Transfer of Warrant Certificates
SECTION 4.01. Exchange and Transfer of Warrant Certificates. [If
Offered Debt Securities with Warrants which are immediately detachable -- Upon]
[If Offered Debt Securities with Warrants which are not immediately detachable -
- - Prior to the Detachable Date a Warrant Certificate may be exchanged or
transferred only together with the Offered Debt Security to which the Warrant
Certificate was initially attached, and only for the
6
<PAGE>
purpose of effecting or in conjunction with an exchange or transfer of such
Offered Debt Security. Prior to the Detachable Date, each transfer of the
Offered Debt Security [on the register of the Offered Debt Securities] shall
operate also to transfer the related Warrant Certificates. After the Detachable
Date upon] surrender at the corporate trust office of the Warrant Agent [or
], Warrant Certificates evidencing Warrants may be exchanged for Warrant
Certificates in other denominations evidencing such Warrants [If registered
Warrants -- or may be transferred in whole or in part], provided that such other
Warrant Certificates evidence the same aggregate number of Warrants as the
Warrant Certificates so surrendered. [If registered Warrants -- The Warrant
Agent shall keep, at its corporate trust office [and at ], books in
which, subject to such reasonable regulations as it may prescribe, it shall
register Warrant Certificates and exchanges and transfers of outstanding Warrant
Certificates, upon the surrender of the Warrant Certificates to the Warrant
Agent at its corporate trust office [or ] for exchange [or transfer],
properly endorsed or accompanied by appropriate instruments of transfer and
written instructions for transfer, all in form satisfactory to the Company and
the Warrant Agent]. No service charge shall be made for any exchange [or
transfer] of Warrant Certificates, but the Company may require payment of a sum
sufficient to cover any stamp or other tax or other governmental charge that may
be imposed in connection with any such exchange [or transfer]. Whenever any
Warrant Certificates are so surrendered for exchange [or transfer] an authorized
officer of the Warrant Agent shall manually countersign and deliver to the
person or persons entitled thereto a Warrant Certificate or Warrant Certificates
duly authorized and executed by the Company, as so requested. The Warrant Agent
shall not be required to effect any exchange [or transfer] which will result in
the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a
number of full Warrants and a fraction of a Warrant. All Warrant Certificates
issued upon any exchange [or transfer] of Warrant Certificates shall be the
valid obligations of the Company, evidencing the same obligations, and entitled
to the same benefits under this Agreement, as the Warrant Certificates
surrendered for such exchange [or transfer].
SECTION 4.02. Treatment of Holders of Warrant Certificates. [If
Offered Debt Securities with bearer Warrants which are not immediately
detachable -- Subject to Section 4.01, each] [If Offered Debt Securities with
bearer Warrants which are immediately detachable -- Each] Warrant Certificate
shall be transferable by delivery and shall be deemed negotiable and the bearer
of each Warrant Certificate may be treated by the Company, the Warrant Agent and
all other persons dealing with such bearer as the absolute owner thereof for any
purpose and as the person entitled to exercise the rights represented by the
Warrants evidenced thereby, any notice to the contrary notwithstanding.] [If
registered Warrants which are not immediately detachable -- Every holder of a
Warrant Certificate, by accepting the same,
7
<PAGE>
consents and agrees with the Company, the Warrant Agent and with every
subsequent holder of such Warrant Certificate that until the Warrant Certificate
is transferred on the books of the Warrant Agent [or the register of the Offered
Debt Securities prior to the Detachable Date], the Company and the Warrant Agent
may treat the registered holder as the absolute owner thereof for any purpose
and as the person entitled to exercise the rights represented by the Warrants
evidenced thereby, any notice to the contrary notwithstanding.]
SECTION 4.03. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exchange [transfer] or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company, be delivered to the
Warrant Agent and all Warrant Certificates surrendered or so delivered to the
Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be
reissued and, except as expressly permitted by this Agreement, no Warrant
Certificate shall be issued hereunder in exchange or in lieu thereof. The
Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of cancelled Warrant Certificates in a manner satisfactory to the
Company.
ARTICLE V
Concerning the Warrant Agent
SECTION 5.01. Warrant Agent. The Company hereby appoints
as Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates, upon the terms and subject to the conditions herein set forth, and
hereby accepts such appointment. The Warrant Agent shall have the powers and
authority granted to and conferred upon it in the Warrant Certificates and
hereby and such further powers and authority to act on behalf of the Company as
the Company may hereafter grant to or confer upon it. All of the terms and
provisions with respect to such powers and authority contained in the Warrant
Certificates are subject to and governed by the terms and provisions hereof.
SECTION 5.02. Conditions of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:
(a) Compensation and Indemnification. The Company agrees promptly to
pay the Warrant Agent the compensation to be agreed upon with the Company for
all services rendered by the Warrant Agent and to reimburse the Warrant Agent
for reasonable out-of-pocket expenses (including counsel fees) incurred by the
Warrant Agent in connection with the services rendered hereunder by
8
<PAGE>
the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for,
and to hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Warrant Agent, arising out of or in
connection with its acting as Warrant Agent hereunder, as well as the costs and
expenses of defending against any claim of such liability.
(b) Agent for the Company. In acting under this Warrant Agreement
and in connection with the Warrant Certificates, the Warrant Agent is acting
solely as agent of the Company and does not assume any obligation or
relationship of agency or trust for or with any of the holders of Warrant
Certificates or beneficial owners of Warrants.
(c) Counsel. The Warrant Agent may consult with counsel satisfactory
to it, and the advise of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with the advice of such counsel.
(d) Documents. The Warrant Agent shall be protected and shall incur
no liability for or in respect of any action taken or thing suffered by it in
reliance upon any Warrant Certificate, notice, direction, consent, certificate,
affidavit, statement or other paper or document reasonably believed by it to be
genuine and to have been presented or signed by the proper parties.
(e) Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest in,
Warrants, with the same rights that it or they would have if it were not the
Warrant Agent hereunder, and, to the extent permitted by applicable law, it or
they may engage or be interested in any financial or other transaction with the
Company and may act on, or as depositary, trustee or agent for, any committee or
body of holders of Warrant Debt Securities or other obligations of the Company
as freely as if it were not the Warrant Agent hereunder. Nothing in this
Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as
Trustee under the Indenture.
(f) No Liability for Interest. The Warrant Agent shall have no
liability for interest on any monies at any time received by it pursuant to any
of the provisions of this Agreement or of the Warrant Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the Warrant
Certificates.
(h) No Responsibility for Representations. The Warrant Agent shall
not be responsible for any of the recitals or representations herein or in the
Warrant Certificates (except as to
9
<PAGE>
the Warrant Agent's countersignature thereon), all of which are made solely by
the Company.
(i) No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read into
this Agreement or the Warrant Certificates against the Warrant Agent. The
Warrant Agent shall not be under any obligations to take any action hereunder
which may tend to subject it to any expense or liability, reimbursement for
which within a reasonable time is not, in its reasonable opinion, assured to it.
The Warrant Agent shall not be accountable or responsible for the use by the
Company of any of the Warrant Certificates authenticated by the Warrant Agent
and delivered by it to the Company pursuant to this Agreement or for the
application by the Company of the proceeds of the Warrant Certificates. The
Warrant Agent shall have no duty or responsibility in case of any default by the
Company in the performance of its covenants or agreements contained herein or in
the Warrant Certificates or in the case of the receipt of any written demand
from a holder of a Warrant Certificate with respect to such default, including,
without limiting the generality of the foregoing, any duty or responsibility to
initiate or attempt to initiate any proceedings at law or otherwise or, except
as provided in Section 6.02 hereof, to make any demand upon the Company.
SECTION 5.03. Resignation and Appointment of Successor. (a) The
Company agrees, for the benefit of the holders from time to time of the Warrant
Certificates, that there shall at all times be a Warrant Agent hereunder until
all the Warrant Certificates are no longer exercisable.
(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the date
on which its desired resignation shall become effective; provided that such date
shall be not less than three months after the date on which such notice is given
unless the Company otherwise agrees. The Warrant Agent hereunder may be removed
at any time by the filing with it of an instrument in writing signed by or on
behalf of the Company and specifying such removal and the date when it shall
become effective. Such resignation or removal shall take effect upon the
appointment by the Company, as hereinafter provided, of a successor Warrant
Agent (which shall be a bank or trust company authorized under the laws of the
jurisdiction of its organization to exercise corporate trust powers) and the
acceptance of such appointment by such successor Warrant Agent. The obligation
of the Company under Section 5.02(a) shall continue to the extent set forth
therein, notwithstanding the resignation or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign,
10
<PAGE>
or shall be removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall file a petition seeking relief under Title II of
the United States Code, as now constituted or hereafter amended, or under any
other applicable Federal or State bankruptcy law or similar law or make an
assignment for the benefit of its creditors or shall consent to the appointment
of a receiver or custodian of all or any substantial part of its property, or
shall admit in writing its inability to pay or meet its debts as they mature, or
if a receiver or custodian of it or of all or any substantial part of its
property shall be appointed, or if an order of any court shall be entered for
relief against it under the provisions of Title II of the United States Code, as
now constituted or hereafter amended, or under any other applicable Federal or
State bankruptcy or similar law, or if any public officer shall have taken
charge or control of the Warrant Agent or of its property or affairs, for the
purpose of rehabilitation, conservation or liquidation, a successor Warrant
Agent, qualified as set forth in subsection (b) above, shall be appointed by the
Company by an instrument in writing, filed with the successor Warrant Agent.
Upon the appointment of a successor Warrant Agent and acceptance by the
successor Warrant Agent of such appointment, the Warrant Agent shall cease to be
Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, trusts, immunities, duties and obligations of
such predecessor with like effect as if originally named as Warrant Agent
hereunder, and such predecessor, upon payment of its charges and disbursements
then unpaid, shall thereupon become obligated to transfer, deliver and pay over,
and such successor Warrant Agent shall be entitled to receive, all monies,
securities and other property on deposit with or held by such predecessor, as
Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation to which the Warrant Agent shall sell or
otherwise transfer all or substantially all the assets and business of the
Warrant Agent shall be the successor Warrant Agent under this Agreement without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, provided that it shall be qualified as set forth above in
subsection (b).
11
<PAGE>
ARTICLE VI
Miscellaneous
SECTION 6.01 Amendment. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; provided that such action
shall not adversely affect the interests of the holders of the Warrant
Certificates.
SECTION 6.02. Notices and Demands to the Company and Warrant Agent.
If the Warrant Agent shall receive any notice or demand addressed to the Company
by the holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.
SECTION 6.03. Addresses. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to ,
Attention: , and any communications from the
Warrant Agent to the Company with respect to this Agreement shall be addressed
to ,
Attention: (or such other address as shall be specified in writing
by the Warrant Agent or by the Company).
SECTION 6.04. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of .
SECTION 6.05. Delivery of Prospectus. The Company will furnish to
the Warrant Agent sufficient copies of a prospectus relating to the Warrant Debt
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with the delivery of the Warrant Debt Securities issued
upon such exercise, a Prospectus.
SECTION 6.06. Obtaining of Governmental Approvals. The Company will
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
State laws (including without limitation a registration statement in respect
12
<PAGE>
of the Warrants and Warrant Debt Securities under the Securities Act of 1933),
which may be or become requisite in connection with the issuance, sale, transfer
and delivery of the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrant Debt Securities issued upon
exercise of the Warrants or upon the expiration of the period during which the
Warrants are exercisable.
SECTION 6.07. Persons Having Rights under Warrant Agreement. Nothing
in this Agreement expressed or implied and nothing that may be inferred from any
of the provisions hereof is intended, or shall be construed, to confer upon, or
give to, any person or corporation other than the Company, the Warrant Agent and
the holders of the Warrant Certificates any right, remedy or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise or
agreement hereof; and all covenants, conditions, stipulations, promises and
agreements in this Agreement contained shall be for the sole and exclusive
benefit of the Company and the Warrant Agent and their successors and of the
holders of the Warrant Certificates.
SECTION 6.08. Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.
SECTION 6.09. Counterparts. This Agreement may be executed in any
number of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
SECTION 6.10. Inspection of Agreement. A copy of this Agreement
shall be available at all reasonable times at the principal corporate trust
office of the Warrant Agent for inspection by the holder of any Warrant
Certificate. The Warrant Agent may require such holder to submit his Warrant
Certificate for inspection by it.
IN WITNESS WHEREOF, Household Finance Corporation has caused this
Agreement to be signed by one of its duly authorized officers, and its corporate
seal to be affixed hereunto, and the same to be attested by its Secretary
or one of its
Assistant Secretaries, all as of the day and year first above
13
<PAGE>
written.
HOUSEHOLD FINANCE CORPORATION
By________________________________________
Attest:
____________________
By________________________________________
as Warrant Agent
Attest:
_____________________
14
<PAGE>
EXHIBIT A
(FORM OF WARRANT CERTIFICATE)
[Face of Warrant Certificate]
[Form of Legend if Prior to this
----------------- Warrant Certificate cannot
Debt Securities with be transferred or exchanged
- -------------------- unless attached to a [Title
Warrants which are not of Offered Debt Securities]
- ----------------------
immediately detachable:
- ----------------------
Exercisable Only if Countersigned By the Warrant
Agent as Provided Herein
Warrant Certificates representing
Warrants to purchase
[Title of Warrant Debt Securities]
as described herein.
HOUSEHOLD FINANCE CORPORATION
Warrants to Purchase
[Title of Warrant Debt Securities]
Void After 5 P.M. Time on
, 19
[No.] Warrants
This certifies that [the bearer is the] [ or registered assigns
is the registered] owner of the above-indicated number of Warrants, each Warrant
entitling such [bearer] [owner] to purchase, at any time [after 5 P.M.
time on , 19 and] on or before 5 P.M. time on
, 19 , $ principal amount of [Title of Warrant Debt Securities] (the
"Warrant Debt Securities"), of Household Finance Corporation (the "Company"),
issued and to be issued under the Indenture (as hereinafter defined), on the
following basis:/*/ [on , 19 the exercise price of each Warrant
is $ ; during the period from , 19 , through and including
- ------------
/*/ Complete and modify the following provision as appropriate to reflect the
exact terms of the Offered Warrants and the Warrant Debt Securities.
<PAGE>
, 19 , the exercise price of each Warrant will be $ plus [accrued
amortization of the original issue discount] [accrued interest] from ,
19 ; on , 19 the exercise price of each Warrant will be $ ;
during the period from , 19 , through and including
, 19 the exercise price of each Warrant will be $ plus [accrued
amortization of the original issue discount] [accrued interest] from ,
19 ; [in each case, the original issue discount will be amortized at a %
annual rate, computed on an annual basis, using a 360-day year consisting of
twelve 30-day months] (the "Warrant Price"). [The original issue discount for
each $1,000 principal amount of Warrant Debt Securities is $ .] The
holder may exercise the Warrants evidenced hereby by providing certain
information set forth on the back hereof and by paying in full in lawful money
of the United States of America, [in cash or by certified check or official bank
check or by bank wire transfer, in each case,] [by bank wire transfer] in
immediately available funds, the Warrant Price for each Warrant exercised to the
Warrant Agent (as hereinafter defined) and by surrendering this Warrant
Certificate, with the purchase form on the back hereof duly executed at the
corporate trust office of [name of Warrant Agent], or its successor as warrant
agent (the "Warrant Agent"), [or ] at the address specified on the
reverse hereof and upon compliance with and subject to the conditions set forth
herein and in the Warrant Agreement (as hereinafter defined).
Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase Warrant Debt Securities in registered form in
denominations of $ and any integral multiples thereof. Upon any
exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the holder hereof a new Warrant
Certificate evidencing the number of Warrants remaining unexercised.
This Warrant Certificate is issued under and in accordance with the
Warrant Agreement, dated as of , 19 (the "Warrant Agreement"),
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate consents by acceptance hereof.
Copies of the Warrant Agreement are on file at the above-mentioned office of the
Warrant Agent [and at ].
The Warrant Debt Securities to be issued and delivered upon the
exercise of the Warrants evidenced by this Warrant Certificate will be issued
under and in accordance with an Indenture dated as of (the
"Indenture"), between the Company and , a
organized and existing under the laws of ,
as Trustee, ( and any successor to such Trustee
being hereinafter referred to as the "Trustee") and will be subject to the terms
and provisions contained in the Indenture.
2
<PAGE>
[In particular, issuance of unregistered Warrant Debt Securities upon exercise
of Warrants shall be subject to such arrangements and procedures as shall be
provided pursuant to Section of the Indenture.] Copies of the Indenture
and the form of the Warrant Debt Securities are on file at the corporate office
of the Trustee [and at ].
[If Offered Debt Securities with bearer Warrants which are not
immediately detachable -- Prior to , 19 this Warrant Certificate may
be exchanged or transferred only together with the [Title of Offered Debt
Securities] ("Offered Debt Securities") to which this Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Debt Security. After such date,
this [If Offered Debt Securities with bearer Warrants which are immediately
detachable -- This] Warrant Certificate, and all rights hereunder, may be
transferred by delivery, and the Company and the Warrant Agent may treat the
bearer hereof as the owner for all purposes.]
[If Offered Debt Securities with registered Warrants which are not
immediately detachable -- Prior to , 19 this Warrant Certificate may be
exchanged or transferred only together with the [Title of Offered Debt
Securities] ("Offered Debt Securities") to which this Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Debt Security. After such date,
this [If Offered Debt Securities with registered Warrants which are immediately
detachable -- This] Warrant Certificate may be transferred when surrendered at
the corporate trust office of the Warrant Agent [or ] by the
registered owner or his assigns, in person or by an attorney duly authorized in
writing, in the manner and subject to the limitations provided in the Warrant
Agreement.]
[If Offered Debt Securities with Warrants which are not immediately
detachable -- Except as provided in the immediately preceding paragraph, after]
[If Offered Debt Securities with Warrants which are immediately detachable --
After] countersignature by the Warrant Agent and prior to the expiration of this
Warrant Certificate, this Warrant Certificate may be exchanged at the corporate
trust office of the Warrant Agent for Warrant Certificates representing the same
aggregate number of Warrants.
This Warrant Certificate shall not entitle the holder hereof to any of
the rights of a holder of the Warrant Debt Securities, including, without
limitation, the right to receive payments of principal of (premium, if any) or
interest, if any, on the Warrant Debt Securities or to enforce any of the
covenants of the Indenture.
3
<PAGE>
This Warrant Certificate shall not be valid or
obligatory for any purpose until countersigned by the Warrant Agent.
Dated as of , 19 .
HOUSEHOLD FINANCE CORPORATION
By______________________________________
Attest:
________________________
Countersigned:
________________________
As Warrant Agent
By______________________
Authorized Signature
4
<PAGE>
[Reverse of Warrant Certificate]
(Instructions for Exercise of Warrant)
To exercise the Warrants evidenced hereby, the holder must pay [in
cash or by certified check or official bank check or by bank wire transfer] [by
bank wire transfer] in immediately available funds the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent] Corporate Trust Department
[insert address of Warrant Agent], Attn. [or ],
which [payment] [wire transfer] must specify the name of the holder and the
number of Warrants exercised by such holder. In addition, the holder must
complete the information required below and present this Warrant Certificate in
person or by mail (registered mail is recommended) to the Warrant Agent at the
addresses set forth below. This Warrant Certificate, completed and duly
executed, must be received by the Warrant Agent within five business days of the
[payment] [wire transfer].
[Form of Election to Purchase]
(to be executed upon exercise of Warrant)
The undersigned hereby irrevocably elects to exercise
Warrants, evidenced by this Warrant Certificate, to purchase $ principal
amount of the [Title of Debt Securities] (the "Warrant Debt Securities") of
and represents that he has tendered payment for such Warrant Debt Securities [in
cash or by certified check or official bank check or by bank wire transfer, in
each case,] [by bank wire transfer] in immediately available funds to the order
of Household Finance Corporation c/o [insert name and address of Warrant Agent]
in the amount of $ in accordance with the terms hereof. The undersigned
requests that said principal amount of Warrant Debt Securities be in [bearer
form in the authorized denominations] [fully registered form in the authorized
denominations, registered in such names and delivered] all as specified in
accordance with the instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.
Dated:
________________________
___________________________ Name_________________________________
(Insert Social Security (Please Print)
or Other Identifying Number
of Holder) Address______________________________
______________________________
Signature___________________________
<PAGE>
The Warrants evidenced hereby may be exercised
at the following addresses:
By hand at ___________________________________________
___________________________________________
___________________________________________
___________________________________________
By mail at ___________________________________________
___________________________________________
___________________________________________
___________________________________________
(Instructions as to form and delivery of Warrant Debt Securities and,
if applicable, Warrant Certificates evidencing unexercised Warrants.)
<PAGE>
Reverse of Warrant Certificate
*[Certificate for Delivery of Bearer Bonds]
HOUSEHOLD FINANCE CORPORATION
Warrant Debt Securities
TO: HOUSEHOLD FINANCE CORPORATION
________________________________________
This certificate is submitted in connection with our request that you
deliver to us $ principal amount of Warrant Debt Securities in bearer
form upon exercise of Warrants. We hereby certify that either (a) none of such
Warrant Debt Securities will be held by or on behalf of a United States Person,
or (b) if a United States Person will have a beneficial interest in such Warrant
Debt Securities, such person is described in Section 165 (j)(3)(A), (B) or (C)
of the United States Internal Revenue Code of 1954, as amended, and the
regulations thereunder. As used herein, "United States Person" means a citizen
or resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof or an estate or trust whose income from sources without the
United States is includible in gross income for United States Federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States.
We understand that this certificate is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.
Dated:
_____________________________________
(Please print name)
- -----------
/*/ Subject to changes in accordance with changes in tax laws and regulations.
<PAGE>
[If registered Warrant]
ASSIGNMENT
(Form of Assignment to be Executed if Holder Desires
to Transfer Warrants Evidenced Hereby)
For Value Received
hereby sells, assigns and transfers unto
Please insert social security
or other identifying number
________________________________
______________________________
(Please print name and address
including zip code)
___________________________________________________________________
the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint Attorney,
to transfer said Warrant Certificate on the books of the Warrant Agent with full
power of substitution in the premises.
Dated: ________________________________
Signature
(Signature must conform in all respects to
name of holder as specified on the face of
this Warrant Certificate and must bear a
signature guarantee by a bank, trust company
or member broker of the New York or Midwest
Stock Exchange.)
Signature Guaranteed:
______________________________
<PAGE>
Exhibit 5
---------
August 10, 1994
Household Finance Corporation
2700 Sanders Road
Prospect Heights, IL 60070
Re: Household Finance Corporation
Registration Statement on Form S-3
for $2.0 Billion of Debt Securities
and Warrants to Purchase Debt Securities
----------------------------------------
Gentlemen:
As Assistant General Counsel and Secretary of Household International, Inc., the
parent company of Household Finance Corporation ("HFC"), I am generally familiar
with the proceedings in connection with HFC's Registration Statement on Form S-3
(the "Registration Statement") in which $2,000,000,000 aggregate principal
amount of Debt Securities and Warrants to Purchase Debt Securities of HFC are
being registered. Each issuance of Debt Securities constituting senior debt of
HFC will be issuable under one of several Indentures, such Indentures being
dated as of October 1, 1992 between HFC and Continental Bank, (National
Association), as Trustee (the "Continental Bank Indenture"), dated as of January
1, 1993 between HFC and The First National Bank of Boston, as Trustee (the
"Bank of Boston Indenture"), dated as of February 1, 1993 between HFC and
BankAmerica Trust Company of New York, as Trustee (the "BankAmerica Indenture
I") and Indentures to be dated when executed between HFC and The First National
Bank of Chicago, as Trustee (the "First Chicago Indenture"), and HFC and
NationsBank of Tennessee, as Trustee (the "NationsBank Indenture"). Debt
Securities constituting senior subordinated debt of HFC will be issuable under
an Indenture dated as of May 15, 1989, between HFC and BankAmerica Trust
Company of New York, as Trustee (the "BankAmerica Indenture II"), or an
Indenture dated as of
<PAGE>
Household Finance Corporation
August 10, 1994
Page 2
March 15, 1990, between HFC and Harris Trust and Savings Bank, as Trustee (the
"Harris Indenture"). The Warrants, if and when issued, will be issuable under a
warrant agreement between HFC and a national or state banking institution (the
"Warrant Agreement"). The foregoing Indentures, or forms thereof, and the forms
of the Warrant Agreement have been filed with the Securities and Exchange
Commission (the "Commission") as exhibits to the Registration Statement.
Based upon my review of the records and documents of HFC, I am of the opinion
that:
1. HFC is a corporation duly incorporated and validly existing under the laws
of the State of Delaware.
2. The Continental Bank Indenture, Bank of Boston Indenture, BankAmerica
Indenture I, BankAmerica Indenture II and Harris Indenture have been duly
authorized, executed and delivered by HFC, and constitute valid and legally
binding instruments of HFC enforceable in accordance with their terms,
except as enforcement of the provisions thereof may be limited by
bankruptcy, insolvency, reorganization or other laws relating to or
affecting the enforcement of creditors' rights or by general principles of
equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
3. The First Chicago Indenture and the NationsBank Indenture will, after being
duly authorized, executed and delivered by HFC, constitute valid and
legally binding instruments of HFC enforceable in accordance with their
terms, except as enforcement of the provisions thereof may be limited by
bankruptcy, insolvency, reorganization or other laws relating to or
affecting the enforcement of creditors' rights or by general principles of
equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
4. The Warrant Agreement will, after being duly authorized, executed and
delivered by HFC, constitute a valid and legally binding instrument of HFC
enforceable in accordance with its terms, except as enforcement of the
provisions thereof may be limited by bankruptcy, insolvency, reorganization
or other laws relating to or affecting the enforcement of creditors' rights
or by general principles of equity (regardless of whether such
enforceability is
<PAGE>
Household Finance Corporation
August 10, 1994
Page 3
considered in a proceeding in equity or at law).
5. When the issuance of the Debt Securities and the Warrants to Purchase Debt
Securities, as the case may be, has been duly authorized by appropriate
corporate action, and such Debt Securities and Warrants to Purchase Debt
Securities have been duly executed, authenticated, issued and delivered
against payment of the agreed consideration therefor in accordance with the
Indenture or the Warrant Agreement, and as described in the Registration
Statement, including the Prospectus and Prospectus Supplement, relating to
such Debt Securities and Warrants to Purchase Debt Securities, such Debt
Securities and Warrants to Purchase Debt Securities will be legally and
validly issued and will be the legal and binding obligations of HFC
enforceable in accordance with their terms, except as enforcement of the
provisions thereof may be limited by bankruptcy, insolvency, reorganization
or other laws relating to or affecting the enforcement of creditors' rights
or by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
I hereby consent to the use of my name and my opinion in the Prospectus and any
Prospectus Supplement filed pursuant to Rule 430A or 424 of Regulation C of the
Securities Act of 1933, as amended (the "Act"), in connection with the
Registration Statement relating thereto to be filed with the Commission on or
about August 11, 1994, including any references to my opinions set forth in the
documents incorporated by reference therein, and to the filing of this consent
as an exhibit to the Registration Statement. In giving such consent I do not
admit that I am in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission thereunder.
/s/ John W. Blenke
John W. Blenke
JWB:kw
<PAGE>
EXHIBIT 25(a)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
--------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2) ________
------------------------------------
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312)732-6919
(Name, address and telephone number of agent for service)
----------------------------------------
HOUSEHOLD FINANCE CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 36-1239445
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
2700 Sanders Road 60070
Prospect Heights, Illinois (Zip Code)
(Address of Principal
Executive Offices) DEBT SECURITIES
(Title of Indenture Securities)
<PAGE>
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING
AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D. C.; Federal Deposit
Insurance Corporation, Washington, D. C., The Board of Governors of
the Federal Reserve System, Washington, D. C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF
THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF
THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the trustee now in
effect.*
2. A copy of the certificates of authority of the trustee to
commence business.*
3. A copy of the authorization of the trustee to exercise corporate
trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
8. Not Applicable
9. Not Applicable
* EXHIBITS 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 12 OF THE FORM T-1 OF THE FIRST NATIONAL BANK
OF CHICAGO, FILED AS EXHIBIT 26 TO THE REGISTRATION STATEMENT ON FORM S-3 OF THE
CIT GROUP HOLDINGS, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 16, 1993 (REGISTRATION NO. 33-58418).
<PAGE>
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, The First National Bank of Chicago, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this Statement of Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Chicago and State of
Illinois, on the 27th day of July, 1994.
THE FIRST NATIONAL BANK OF CHICAGO
BY: Steven M. Wagner
_________________________________________
STEVEN M. WAGNER
VICE PRESIDENT AND SENIOR COUNSEL
CORPORATE TRUST SERVICES DIVISION
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(B) OF THE ACT
July 27, 1994
Securities and Exchange Commission,
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between Household Finance
Corporation and The First National Bank of Chicago, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State Authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefore.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
By: Steven M. Wagner
______________________________________
Steven M. Wagner
Vice President and Senior Counsel
Corporate Trust Services Division
<PAGE>
EXHIBIT 7
A copy of the latest report of condition of the trustee published pursuant
to law or the requirements of its supervising or examining authority.
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: First National Bank of Chicago Call Date: 6/30/93 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-1
City, State Zip: Chicago, IL 60670
<S> <C>
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1993
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
<TABLE>
<CAPTION>
SCHEDULE RC--BALANCE SHEET
C400
DOLLAR AMOUNTS IN ------------ -
THOUSANDS RCFD BIL MIL THOU ------------
----------------- ---- ------------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository
institutions (from Schedule RCA-A):
a. Noninterest-bearing balances and
currency and coin(1)................... 0081 3,755,482 1.a.
b. Interest-bearing balances(2)........... 0071 6,038,019 1.b.
2. Securities (from Schedule RC-B)........... 0390 644,567 2
3. Federal funds sold and securities
purchased under agreements to
resell in domestic offices of the
bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold..................... 0276 3,623,485 3.a.
b. Securities purchased under
agreements to resell................... 0277 216,000 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned
income (from Schedule RC-C)............ RCFD 2122 13,423,941 4.a.
b. LESS: Allowance for loan and
lease losses........................... RCFD 3123 340,641 4.b.
c. LESS: Allocated transfer risk reserve.. RCFD 3128 0 4.c.
d. Loans and leases, net of unearned
income, allowance, and
reserve (item 4.a minus 4.b and 4.c)... 2125 13,083,300 4.d.
5. Assets held in trading accounts........... 2146 2,374,239 5.
6. Premises and fixed assets (including
capitalized leases)....................... 2145 468,424 6.
7. Other real estate owned (from
Schedule RC-M)............................ 2150 196,664 7.
8. Investments in unconsolidated
subsidiaries and associated companies
(from Schedule RC-M)...................... 2130 14,866 8.
9. Customers' liability to this bank on
acceptances outstanding................... 2155 448,175 9.
10. Intangible assets (from Schedule RC-M).... 2143 164,150 10.
11. Other assets (from Schedule RC-F)......... 2160 3,053,737 11.
12. Total assets (sum of items 1 through 11).. 2170 34,081,108 12.
</TABLE>
- ------------------
[FN]
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: First National Bank of Chicago Call Date: 6/30/93 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-2
City, State Zip: Chicago, IL 60670
<S> <C>
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
<TABLE>
<CAPTION>
SCHEDULE RC-CONTINUED
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
----------------- ------------
<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals
of columns A and C from Schedule
RC-E, part 1).......................... RCON 2200 14,665,097 13.a.
(1) Noninterest-bearing(1)............. RCON 6631 6,438,130 13.a.(1)
(2) Interest-bearing................... RCON 6636 8,226,967 13.a.(2)
b. In foreign offices, Edge and
Agreement subsidiaries, and
IBFs (from Schedule RC-E,
part II)............................... RCFN 2200 8,176,993 13.b.
(1) Noninterest bearing................ RCFN 6631 558,548 13.b.(1)
(2) Interest-bearing................... RCFN 6636 7,618,445 13.b.(2)
14. Federal funds purchased and
securities sold under agreements
to repurchase in domestic offices
of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
a. Federal funds purchased................ RCFD 0278 1,785,347 14.a.
b. Securities sold under
agreements to repurchase............... RCFD 0279 112,686 14.b.
15. Demand notes issued to the U.S. Treasury.. RCON 2840 102,966 15.
16. Other borrowed money...................... RCFD 2850 2,247,000 16.
17. Mortgage indebtedness and
obligations under capitalized
leases.................................... RCFD 2910 267,000 17.
18. Bank's liability on acceptance
executed and outstanding.................. RCFD 2920 448,175 18.
19. Subordinated notes and debentures......... RCFD 3200 1,275,000 19.
20. Other liabilities (from Schedule RC-G).... RCFD 2930 2,461,269 20.
21. Total liabilities (sum of items
13 through 20)............................ RCFD 2948 31,542,007 21.
22. Limited-Life preferred stock and
related surplus........................... RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and
related surplus........................... RCFD 3838 0 23.
24. Common stock.............................. RCFD 3230 200,858 24.
25. Surplus (exclude all surplus
related to preferred stock)............... RCFD 3839 2,301,551 25.
26. a. Undivided profits and
capital reserves....................... RCFD 3632 36,660 26.a.
b. LESS: Net unrealized loss on
marketable equity securities........... RCFD 0297 0 26.b.
27. Cumulative foreign currency
translation adjustments................... RCFD 3284 32 27.
28. Total equity capital (sum of
items 23 through 27)...................... RCFD 3210 2,539,101 28.
29. Total liabilities, limited-life
preferred stock, and equity
capital (sum of items 21,
22, and 28)............................... RCFD 3300 34,081,108 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed
for the bank by independent external
<TABLE>
<CAPTION>
<S> <C> <C>
auditors of any date during 1992........................................... RCFA 6724 N/A M.1.
</TABLE>
<TABLE>
<CAPTION>
<C> <S> <C> <S>
1 = Independent audit of the bank conducted in 4. = Directors' examination of the bank performed
accordance with generally accepted auditing by other external auditors (may be required
standards by a certified public accounting by state chartering authority)
firm which submits a report on the bank 5 = Review of the bank's financial statements by
2 = Independent audit of the bank's parent holding external auditors
company conducted in accordance with 6 = Compilation of the bank's financial
generally accepted auditing standards statements by external auditors
by a certified public accounting firm 7 = Other audit procedures (excluding tax
which submits a report on the preparation work)
consolidated holding company 8 = No external audit work
(but not on the bank separately)
3 = Directors' examination of the bank conducted
in accordance with generally accepted
auditing standards by a certified public
accounting firm (may be required by state
chartering authority)
</TABLE>
- -------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE>
Exhibit 25(b)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)_____
BANKAMERICA NATIONAL TRUST COMPANY
(Exact name of trustee as specified in its charter)
Not Applicable
(Jurisdiction of incorporation or organization if not a U.S.
national bank)
95-3804037
(I.R.S. Employer Identification No.)
One World Trade Center, New York, New York 10048-1191
(Address of principal executive offices) (Zip Code)
General Counsel
Bank of America NT & SA
335 Madison Avenue, 4th Floor
New York, NY 10017
(212) 503-8297
(Name, address and telephone number of agent for services)
----------------------------------
HOUSEHOLD FINANCE CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 36-1239445
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2700 Sanders Road 60070
Prospect Heights, Illinois (Zip Code)
(Address of principal executive offices)
----------------------------------
Debt Securities
(Title of the indenture securities)
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Comptroller of the Currency, 250 E Street,
S.W., Washington, D.C. 20219; Federal Deposit
Insurance Corporation, 550 17th Street, N.W.,
Washington, D.C. 20429; Board of Governors of The
Federal Reserve System, 20th and C Streets, N.W.,
Washington, D.C. 20551
(b) Whether it is authorized to exercise corporate trust
powers.
Yes
Item 2. Affiliations with Obligor
If the obligor is an affiliate of the trustee, describe
each such affiliation.
The obligor is not an affiliate of the trustee. (See
Note on Page 3)
Item 16. List of Exhibits
List below are exhibits filed as a part of this
statement of eligibility and qualification.
Exhibit 1 A copy of the Articles of Association
of the Trustee; incorporated herein by
reference to Exhibit 1 filed with Form
T-1 Statement, Registration No. 33-34670.
Exhibit 2 A copy of the Certificate of Authority
to Commence Business of the Trustee,
incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement,
Registration No. 2-97868.
Exhibit 3 Included in Exhibit 1.
Exhibit 4 A copy of the existing by-laws of the
Trustee; incorporated herein by
reference to Exhibit 4 filed with Form T-1
Statement, Registration No. 33-34670.
Exhibit 5 A copy of each indenture referred to in
Item 4 if the obligor is in default.
Not applicable.
-2-
<PAGE>
Exhibit 6 Consents of Bankamerica National
Trust Company formerly Security Pacific
National Trust Company (New York) required
by Section 321 (b) of the Trust Indenture
Act of 1939; incorporated herein by
reference to Exhibit 6, filed with Form
T-1 Statement, Registration No. 2-97868.
Exhibit 7 A copy of the latest report of the Trustee
published pursuant to the laws or the
requirements of its supervising or
examining authority.
Exhibit 8 A copy of any order pursuant to which the
foreign trustee is authorized to act as
sole trustee under indentures qualified or
to be qualified under the Act.
Not Applicable.
Exhibit 9 Foreign trustees are required to file a
consent to service of process on Form F-X.
Not Applicable.
------------------------------------------
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base responsive answers to Item 2 the answer to
said Item is based on incomplete information.
Item 2 may be considered correct unless amended by an amendment to
this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Bankamerica National Trust Company, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York and State of
New York, on the 10th day of August , 1994.
BANKAMERICA NATIONAL TRUST COMPANY
By /s/ Ming J. Shiang
-------------------------------
Ming J. Shiang
Trust Officer
-3-
<PAGE>
BANKAMERICA NATIONAL TRUST Exhibit 7 to
COMPANY Form T-1
One World Trade Center, 18th Floor
New York City, NY 10006
FDIC Certificate Number 24430
Consolidated Report of Condition for
Insured Commercial Banks for June 30, 1994
All schedules are to be reported in thousand of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
<TABLE>
<CAPTION>
SCHEDULE RC - BALANCE SHEET
Dollar Amounts in Thousands Bil Mil Thou
- --------------------------------------------------------------------------------
Assets
<S> <C>
1. Cash and balances due from depository
institutions (from Schedule RC-A):
a. Noninterest-bearing balances and
currency and coin [1]............................................235,296
b. Interest-bearing balances [2].................................... 10,200
2. Securities:
a. Held-to-maturity securities
(from Schedule RC-B, column A)................................... 2,562
b. Available-for-sale securities
(from Schedule RC-B, column D)................................... 4,698
3. Federal funds sold and securities
purchases under agreements to resell:
a. Federal funds sold...............................................
b. Securities purchased under
agreements to resell.............................................
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned
income (from Schedule RC-C)..............................151,969
b. LESS: Allowance for loan and
lease losses............................................. 734
c. LESS: Allocated transfer risk
reserve..................................................
d. Loans and leases, net of
unearned income, allowance,
and reserve (item 4.a minus
4.b and 4.c).....................................................151,235
5. Assets held in trading accounts (from
Schedule RC-D)......................................................
6. Premises and fixed assets (including
capitalized leases)................................................. 902
7. Other real estate owned.............................................
8. Investments in unconsolidated subsidiaries and
associated companies................................................
9. Customer's liability to this bank on
acceptances outstanding.............................................
10. Intangible assets (from Schedule RC-M).............................. 17,958
11. Other assets (from Schedule RC-F)................................... 34,012
12. Total assets (sum of items 1 through 11.............................456,863
</TABLE>
- -----------------
[1] Includes cash items in process of collection and unposted debits.
[2] Includes time certificates of deposit not held in trading accounts.
<PAGE>
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
Dollar Amounts in Thousands Bil Mil Thou
- -------------------------------------------------------------------------------
Liabilities
<S> <C>
13. Deposits:
a. In domestic offices (sum of totals of columns
A and C from Schedule RC-E).....................................257,850
(1) Noninterest-bearing [1].....................................257,850
(2) Interest-bearing............................................
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs..........................................
(1) Noninterest-bearing.........................................
(2) Interest-bearing............................................
14. Federal funds purchased and securities
sold under agreements to repurchase:
a. Federal funds purchased......................................... 20,000
b. Securities sold under agreements to repurchase..................
15. Demand notes issued to the U.S. Treasury...........................
16. Other borrowed money............................................... 11,646
17. Mortgage indebtedness and obligations
under capitalized leases...........................................
18. Bank's liability on acceptances executed
and outstanding....................................................
19. Notes and debentures Subordinated to deposits......................
20. Other liabilities (from Schedule RC-G)............................. 35,319
21. Total liabilities (sum of items 13 through 20).....................324,815
22. Limited-life preferred stock.......................................
EQUITY CAPITAL
23. Perpetual preferred stock..........................................
24. Common Stock....................................................... 500
25. Surplus............................................................139,063
26. Undivided profits and capital reserves............................. (7,515)
27. Cumulative foreign currency translation adjustments................
28. Total equity capital (sum of items 23 through 27)..................132,048
29. Total liabilities, limited-life preferred stock,
and equity capital (sum of items 21, 22 and 28)....................456,863
</TABLE>
- ---------------
[1] Includes total demand deposits and noninterest-bearing time and savings
deposits.
<PAGE>
Exhibit 25(c)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of Eligibility
Under the Trust Indenture Act of 1939
of a Corporation Designated to Act as
Trustee
Check if an Application to Determine
Eligibility of a Trustee Pursuant to Section
305(b)(2) _______________
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(State of Incorporation) (I.R.S. Employer Identification No.)
111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)
Carolyn C. Potter, Harris Trust and Savings Bank,
111 West Monroe Street, Chicago, Illinois, 60603
312-461-2531
(Name, address and telephone number for agent for service)
HOUSEHOLD FINANCE CORPORATION
(Name of obligor)
Delaware 36-1239445
(State of Incorporation) (I.R.S. Employer Identification No.)
2700 Sanders Road
Prospect Heights, Illinois 60070
(Address of principal executive offices)
Debt Securities
(Title of indenture securities)
<PAGE>
1. GENERAL INFORMATION. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164 West
Jackson Boulevard, Chicago, Illinois; Federal Deposit Insurance
Corporation, Washington, D.C.; The Board of Governors of the Federal
Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee,
describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now in effect
which includes the authority of the trustee to commence business and to
exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between Harris
Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which
constitutes the articles of association of the Trustee as now in effect
and includes the authority of the Trustee to commence business and to
exercise corporate trust powers was filed in connection with the
Registration Statement of Louisville Gas and Electric Company, File No.
2-44295, and is incorporated herein by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in connection
with the Registration Statement of Hillenbrand Industries, Inc., File No.
33-44086, and is incorporated herein by reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining
authority.
(included as Exhibit B on page 3 of this statement)
1
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 26th day of July, 1994.
HARRIS TRUST AND SAVINGS BANK
By: /s/ Carolyn C. Potter
----------------------------
Carolyn C. Potter
Assistant Vice President
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents that
reports of examinations of said trustee by Federal and State authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
HARRIS TRUST AND SAVINGS BANK
By: /s/ Carolyn C. Potter
----------------------------
Carolyn C. Potter
Assistant Vice President
2
<PAGE>
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of March 31, 1994, as published in accordance with a
call made by the State Banking Authority and by the Federal Reserve Bank of the
Seventh Reserve District.
[LOGO OF HARRIS BANK]
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on March 31, 1994, a state banking institution organized and operating
under the banking laws of this State and a member of the Federal Reserve System.
Published in accordance with a call made by the Commissioner of Banks and Trust
Companies of the State of Illinois and by the Federal Reserve Bank of this
District.
Bank's Transit Number 71000288
<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
<S> <C> <C>
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and coin..................... $917,983
Interest bearing balances............................................... $693,930
Securities:.....................................................................
a. Held-to-maturity securities $335,627
b. Available-for-sale securities $1,386,254
Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBF's:
Federal funds sold...................................................... $444,750
Securities purchased under agreements to resell......................... $148,063
Loans and lease financing receivables:
Loans and leases, net of unearned income................................ $6,011,024
LESS: Allowance for loan and lease losses............................... $99,591
-------------
Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b).................................................... $5,911,433
Assets held in trading accounts................................................. $251,234
Premises and fixed assets (including capitalized leases)........................ $137,974
Other real estate owned......................................................... $2,023
Investments in unconsolidated subsidiaries and associated companies............. $565
Customer's liability to this bank on acceptances outstanding.................... $66,441
Intangible assets............................................................... $29,864
Other assets.................................................................... $370,864
--------------------------
TOTAL ASSETS $10,697,005
==========================
LIABILITIES
Deposits:
In domestic offices.......................................................... $4,538,277
Non-interest bearing.................................................... $2,415,608
Interest bearing........................................................ $2,122,669
In foreign offices, Edge and Agreement subsidiaries, and IBF's............... $2,271,529
Non-interest bearing.................................................... $27,115
Interest bearing........................................................ $2,244,414
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and
in IBF's:
Federal funds purchased...................................................... $624,510
Securities sold under agreements to repurchase............................... $1,220,539
Trading Liabilities $210,412
Other borrowed money:...........................................................
a. With original maturity of one year or less $491,636
b. With original maturity of more than one year $41,669
Bank's liability on acceptances executed and outstanding $66,441
Subordinated notes and debentures............................................... $235,000
Other liabilities............................................................... $271,260
--------------------------
TOTAL LIABILITIES $9,971,273
==========================
EQUITY CAPITAL
Common stock.................................................................... $100,000
Surplus......................................................................... $275,000
a. Undivided profits and capital reserves............................. $342,563
b. Net unrealized holding gains (losses) on available-for-sale securities $8,169
--------------------------
TOTAL EQUITY CAPITAL $725,732
==========================
Total liabilities, limited-life preferred stock, and equity capital............. $10,697,005
==========================
</TABLE>
I, David H. Charney, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.
DAVID H. CHARNEY
4/27/1994
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and, to the best of our
knowledge and belief, has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and the
Commissioner of Banks and Trust Companies of the State of Illinois and is true
and correct.
ALAN G. McNALLY,
DONALD S. HUNT,
DARYL F. GRISHAM,
Directors.
STATE OF ILLINOIS, COUNTY OF COOK, ss:
Sworn to and subscribed before me this 27th day of April, 1994. My
commission expires April 22, 1996.
DIANALYNN GIRTEN
4
<PAGE>
Exhibit 25(d)
SECURITIES ACT OF 1933 FILE NO: (IF APPLICATION TO DETERMINE ELIGIBILITY
OF TRUSTEE FOR DELAYED OFFERING PURSUANT TO SECTION 305(b)(2)
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)_______
______________________
THE FIRST NATIONAL BANK OF BOSTON
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
04-2472499
(I.R.S. EMPLOYER IDENTIFICATION NO.)
100 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
GARY A. SPIESS, CASHIER AND GENERAL COUNSEL
100 FEDERAL STREET, 24TH FLOOR, BOSTON, MASSACHUSETTS 02110 (617) 434-2870
__________________________
HOUSEHOLD FINANCE CORPORATION
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-1239445
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
PATRICK D. SCHWARTZ, CORPORATE FINANCE COUNSEL
HOUSEHOLD INTERNATIONAL, INC.
2700 SANDERS ROAD
PROSPECT HEIGHTS, ILLINOIS 60070
2700 SANDERS ROAD 60070
PROSPECT HEIGHTS, ILLINOIS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
HOUSEHOLD FINANCE CORPORATION SENIOR NOTES AND WARRANTS
(TITLE OF INDENTURE SECURITIES)
<PAGE>
1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.
Comptroller of the Currency of the United States, Washington D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
Federal Deposit Insurance Corporation, Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Trustee is authorized to exercise corporate trust powers.
2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.
IF THE OBLIGOR OR ANY UNDERWRITER FOR THE OBLIGOR IS AN AFFILIATE OF THE
TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
None with respect to the Trustee.
(See Notes on page 2)
None with respect to Bank of Boston Corporation.
16.LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY AND
QUALIFICATION.
1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE AS NOW IN EFFECT.
A certified copy of the Articles of Association of the trustee is filed as
Exhibit No. 1 to statement of eligibility and qualification No. 22-9514 and is
incorporated herein by reference thereto.
2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE
BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION.
A copy of the certificate of T. McLean Griffin, Cashier of the trustee, dated
February 3, 1978, as to corporate succession containing copies of the
Certificate of the Comptroller of the Currency that The Massachusetts Bank,
National Association, into which The First National Bank of Boston was merged
effective January 4, 1971, is authorized to commence the business of banking as
a national banking association, as well as a certificate as to such merger is
filed as Exhibit No. 2 to statement of eligibility and qualification No. 22-9514
and is incorporated herein by reference thereto.
3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST
POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS SPECIFIED IN
PARAGRAPH (1) OR (2) ABOVE.
A copy of a certificate of the Office of the Currency dated February 6, 1978
is filed as Exhibit No. 3 to statement of eligibility and qualification No. 22-
9514 and is incorporated herein by reference thereto.
4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS
CORRESPONDING THERETO.
A certified copy of the existing By-Laws of the trustee dated December 23,
1993 is filed as Exhibit No. 4 to statement of eligibility and qualifications
No. 22-25754 and is incorporated herein by reference thereto.
5. THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(B) OF THE ACT.
The consent of the trustee required by Section 321(b) of the Act is annexed
hereto and made a part hereof.
6. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED PURSUANT
TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING AUTHORITY.
A copy of the latest report of condition of the trustee published pursuant to
law or the requirements of its supervising or examining authority is annexed
hereto as Exhibit 6 and made a part hereof.
<PAGE>
In answering any item in this Statement of Eligibility and Qualification
which relates to matters peculiarly within the knowledge of the obligor or any
underwriter for the obligor, the trustee has relied upon information furnished
to it by the obligor and the underwriters, and the trustee disclaims
responsibility for the accuracy or completeness of such information.
The answer furnished to Item 2 of this statement will be amended, if
necessary, to reflect any facts which differ from those stated and which would
have been required to be stated if known at the date hereof.
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE TRUSTEE,
THE FIRST NATIONAL BANK OF BOSTON, A NATIONAL BANKING ASSOCIATION ORGANIZED AND
EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA, HAS DULY CAUSED THIS
STATEMENT OF ELIGIBILITY AND QUALIFICATION TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF BOSTON AND
COMMONWEALTH OF MASSACHUSETTS, ON THE 27TH DAY OF JULY, 1994.
THE FIRST NATIONAL BANK OF BOSTON, TRUSTEE
BY /s/ Eileen Blige
______________________________________________
EILEEN BLIGE
SENIOR ACCOUNT ADMINISTRATOR
EXHIBIT 5
CONSENT OF TRUSTEE
PURSUANT TO THE REQUIREMENTS OF SECTION 321(B) OF THE TRUST INDENTURE ACT OF
1939, IN CONNECTION WITH THE PROPOSED ISSUE OF HOUSEHOLD FINANCE CORPORATION
SENIOR NOTES AND WARRANTS, WE HEREBY CONSENT THAT REPORTS OF EXAMINATIONS BY
FEDERAL, STATE, TERRITORIAL, OR DISTRICT AUTHORITIES MAY BE FURNISHED BY SUCH
AUTHORITIES TO THE SECURITIES AND EXCHANGE COMMISSION UPON REQUEST THEREFOR.
THE FIRST NATIONAL BANK OF BOSTON, TRUSTEE
BY /s/ Eileen Blige
______________________________________________
EILEEN BLIGE
SENIOR ACCOUNT ADMINISTRATOR
<PAGE>
EXHIBIT 6
CONSOLIDATED REPORT OF CONDITION, INCLUDING DOMESTIC AND FOREIGN SUBSIDIARIES,
OF
THE FIRST NATIONAL BANK OF BOSTON
In the Commonwealth of Massachusetts, at the close of business on December
31, 1993. Published in response to call made by Comptroller of the Currency,
under Title 12, United States Code, Section 161. Charter number 200. Comptroller
of the Currency Northeastern District.
<TABLE>
<CAPTION>
ASSETS
DOLLAR
AMOUNTS IN
THOUSANDS
----------
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................................$ 1,896,648.
Interest-bearing balances.....................................................989,983
Securities............................................................................2,120,299
Federal funds sold and securities purchased under agreements to resell in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's:
Federal funds sold.................................................................786,594
Securities purchased under agreements to resell..........................................0
Loans and lease financing receivables:
Loans and leases, net of unearned income....................$21,760,082
LESS: Allowance for loan and lease losses.......................488,235
LESS: Allocated transfer risk reserve.................................0
Loans and leases, net of unearned income, allowance and reserve.................21,271,847
Assets held in trading accounts.........................................................303,841
Premises and fixed assets (including capitalized leases)................................317,599
Other real estate owned..................................................................42,600
Investments in unconsolidated subsidiaries and associated companies.....................118,921
Customers' liability to this bank on acceptances outstanding............................374,873
Intangible assets.......................................................................307,582
Other assets..........................................................................1,020,881
-----------
TOTAL ASSETS.................................................................$29,551,668
===========
</TABLE>
LIABILITIES
<TABLE>
<CAPTION>
<S> <C>
Deposits:
In domestic offices............................................................$13,331,731
Noninterest-bearing.........................................$ 3,780,365
Interest-bearing..............................................9,551,366
In foreign offices, Edge and Agreement subsidiaries, and IBF's........................7,295,863
Noninterest-bearing.............................................525,888
Interest-bearing..............................................6,769,975
Federal funds purchased and securities sold under agreements to repurchase in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's:
Federal funds purchased..........................................................1,302,034
Securities sold under agreements to repurchase.....................................199,132
Demand notes issued to the U.S. Treasury.................................................48,780
Other borrowed money..................................................................3,590,568
Mortgage indebtedness and obligations under capitalized leases...........................14,180
Bank's liability on acceptances executed and outstanding................................375,153
Subordinated notes and debentures.......................................................598,835
Other liabilities.......................................................................723,480
-----------
TOTAL LIABILITIES..............................................................$27,479,757
===========
Limited-life preferred stock and equity capital...............................................0
</TABLE>
EQUITY CAPITAL
<TABLE>
<CAPTION>
<S> <C>
Perpetual preferred stock and related surplus.......................................$ 0
Common stock.............................................................................75,200
Surplus.................................................................................893,227
Undivided profits and capital reserves................................................1,076,870
LESS: Net unrealized loss on marketable equity securities...............................(34,746)
Cumulative foreign currency translation adjustments......................................(8,132)
Total equity capital..................................................................2,071,911
-----------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY...................$29,551,668
===========
</TABLE>
<PAGE>
I, Robert T. Jefferson, Comptroller of the above-named bank, do hereby
declare that this Report of Condition is true and correct to the best of my
knowledge and belief.
ROBERT T. JEFFERSON
FEBRUARY 9, 1994
We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us, and
to the best of our knowledge and belief has been prepared in conformance with
the instructions and is true and correct.
CHARLES G. GIFFORD
IRA STEPANIAN
PAUL C. O'BRIEN
DIRECTORS
FEBRUARY 9, 1994
<PAGE>
Exhibit 25(e)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION
305(B)(2)
----------------
CONTINENTAL BANK
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
36-0947896
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
231 SOUTH LASALLE STREET, CHICAGO, 60697
ILLINOIS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
----------------
HOUSEHOLD FINANCE CORPORATION
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-1239445
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2700 SANDERS ROAD 60070
PROSPECT HEIGHTS, ILLINOIS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
DEBT SECURITIES AND WARRANTS TO PURCHASE DEBT SECURITIES
(TITLE OF THE INDENTURE SECURITIES)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois.
Chicago Clearing House Association, 164 W. Jackson Boulevard, Chicago,
Illinois.
Federal Deposit Insurance Corporation, Washington, D.C.
The Board of Governors of the Federal Reserve System, Washington, D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The obligor is not an affiliate of the trustee.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES OF
THE TRUSTEE:
AS OF JULY 28, 1994
<TABLE>
<CAPTION>
COL. B
COL. A AMOUNT
TITLE OF CLASS OUTSTANDING
-------------- -----------
<S> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER
SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
(A) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER INDENTURE.
Not applicable by virtue of response to Item 13.
(B) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE CLAIM
THAT NO CONFLICTING INTEREST WITHIN THE MEANING OF SECTION 310(B)(1) OF
THE ACT ARISES AS A RESULT OF THE TRUSTEESHIP UNDER ANY SUCH OTHER
INDENTURE, INCLUDING A STATEMENT AS TO HOW THE INDENTURE SECURITIES
WILL RANK AS COMPARED WITH THE SECURITIES ISSUED UNDER SUCH OTHER
INDENTURE.
Not applicable by virtue of response to Item 13.
ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE TRUSTEE
IS A DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE OF THE
OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON HAVING
ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.
Not applicable by virtue of response to Item 13.
1
<PAGE>
ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE
OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER AND EXECUTIVE
OFFICER OF THE OBLIGOR.
AS OF JULY 28, 1994
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE
OF VOTING
SECURITIES
REPRESENTED
BY AMOUNT
NAME OF TITLE OF AMOUNT OWNED GIVEN
OWNER CLASS BENEFICIALLY IN COL. C
------- -------- ------------ -----------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE
OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH DIRECTOR,
PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER.
AS OF JULY 28, 1994
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
PERCENTAGE
OF VOTING
SECURITIES
REPRESENTED
BY AMOUNT
NAME OF TITLE OF AMOUNT OWNED GIVEN
OWNER CLASS BENEFICIALLY IN COL. C
------- -------- ------------ -----------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED
BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY THE
TRUSTEE:
AS OF JULY 28, 1994
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
WHETHER
THE
SECURITIES
ARE VOTING
OR AMOUNT OWNED BENEFICIALLY OR PERCENT OF CLASS
TITLE OF NONVOTING HELD AS COLLATERAL SECURITY REPRESENTED BY AMOUNT
CLASS SECURITIES FOR OBLIGATIONS IN DEFAULT GIVEN IN COL. C
-------- ---------- ---------------------------- ---------------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
2
<PAGE>
ITEM 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH
UNDERWRITER ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
AS OF JULY 28, 1994
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
NAME OF ISSUER AS COLLATERAL SECURITY REPRESENTED BY
AND TITLE OF AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN IN
CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ---------------------- ----------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF
THE TRUSTEE (1) OWNS 10 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR
OR (2) IS AN AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE
FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON.
AS OF JULY 28, 1994
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
NAME OF ISSUER AS COLLATERAL SECURITY REPRESENTED BY
AND TITLE OF AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN IN
CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ---------------------- ----------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
ITEM 11. OWNERSHIP OF HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR
OBLIGATIONS IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE
TRUSTEE, OWNS 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR,
FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH PERSON
ANY OF WHICH ARE SO OWNED OR HELD BY THE TRUSTEE.
AS OF JULY 28, 1994
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D
AMOUNT OWNED
BENEFICIALLY OR HELD PERCENT OF CLASS
NAME OF ISSUER AS COLLATERAL SECURITY REPRESENTED BY
AND TITLE OF AMOUNT FOR OBLIGATIONS IN AMOUNT GIVEN IN
CLASS OUTSTANDING DEFAULT BY TRUSTEE COL. C
-------------- ----------- ---------------------- ----------------
<S> <C> <C> <C>
</TABLE>
Not applicable by virtue of response to Item 13.
3
<PAGE>
6. The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939, incorporated herein by reference to Exhibit 6 to T-
1; Registration No. 33-81660.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority, filed herewith.
8. Not applicable.
9. Not applicable.
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE TRUSTEE,
CONTINENTAL BANK, AN ILLINOIS BANKING CORPORATION ORGANIZED AND EXISTING UNDER
THE LAWS OF THE STATE OF ILLINOIS, HAS DULY CAUSED THIS STATEMENT OF
ELIGIBILITY TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, ALL IN THE CITY OF CHICAGO, AND STATE OF ILLINOIS, AS OF THE 28TH
DAY OF JULY, 1994.
Continental Bank
/s/ Nancie J. Arvin
By __________________________________
Nancie J. Arvin
Trust Officer
5
<PAGE>
EXHIBIT 4
CONTINENTAL BANK
BY-LAWS
As last amended on July 25, 1994
ARTICLE I
MEETINGS OF STOCKHOLDERS
------------------------
Section 1. Annual Meetings; Special Meetings: The annual meeting of the
stockholders of the Bank for the election of the Board of Directors shall be
held at its main banking premises, or at such other place duly authorized by the
Board of Directors, on such date and at such time in each year as may be
designated from time to time by the Board of Directors. A special meeting of the
stockholders may be called at any time by the Board of Directors of the Bank or
by any stockholder or stockholders owning not less than 25% of the outstanding
capital stock of the Bank, and otherwise as may be provided in the Illinois
Banking Act and these By-laws. Any such special meeting shall be held at such
place, date and time as may be designated in the notice of special meeting.
Section 2. Notice of Meeting: Written or printed notice stating the place,
day and hour of the meeting, and in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than 10
nor more than 40 days before the date of the meeting either personally or by
mail, by or at the direction of the Chairman, the President or the Secretary, or
the officer or persons calling the meeting, to each stockholder of record
entitled to vote at the meeting. If mailed, the notice shall be deemed to be
delivered when deposited in the United States mail with postage thereon prepaid
addressed to the stockholder at his address as it appears on the records of the
Bank.
When a notice is required to be given to stockholders under the Illinois
Banking Act or by the Charter of the Bank or these By-laws, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.
Section 3. Organization: The Board of Directors shall appoint a Chairman and
a Secretary at each meeting of stockholders.
Section 4. Record Date: For the purpose of determining stockholders entitled
to notice of or to vote at any meeting of stockholders, the Board of Directors
may fix in advance a date as the record date for any determination of
stockholders, the date to be not more than 40 days and not less than 10 days
prior to
<PAGE>
the date on which the particular action requiring the determination of
stockholders is to be taken. If no record date is fixed for the determination of
stockholders entitled to notice of or to vote at a meeting of stockholders, the
date on which notice of a meeting is mailed shall be the record date for the
determination of stockholders.
Section 5. Voting: Each outstanding share of capital stock shall be entitled
to one vote on each matter submitted to a vote at a meeting of stockholders. The
stockholders of the Bank shall not have cumulative voting rights in the
election of directors or in any other circumstances.
A stockholder entitled to vote at a meeting of stockholders may vote either in
person or by proxy executed in writing by the stockholder or by his duly
authorized attorney-in-fact. No proxy shall be valid after 11 months from the
date of its execution, unless otherwise provided in the proxy.
A record shall be made of the stockholders represented in person and by proxy
after which the stockholders shall proceed to the election of directors and to
the transaction of any other business that may properly come before the meeting.
A record of the stockholders' meeting, giving names of the stockholders present
and the number of shares of capital stock held by each, the names of the
stockholders represented by the proxy and the names of the proxies, shall be
entered in the records of the meeting. This record shall show the names of the
stockholders and the number of shares voted for each resolution or voted for
each candidate for director. The Chairman, the President or the Secretary shall
forward to the Illinois Commissioner of Banks and Trust Companies (the
"Commissioner") such information and reports with respect to any meeting of
stockholders as the Commissioner shall require.
Section 6. Quorum; Adjournment: A majority of the outstanding shares
represented in person or by proxy shall constitute a quorum at a meeting of
stockholders. In the absence of a quorum, a meeting may be adjourned from time
to time without notice to the stockholders.
Section 7. Consents in Lieu of Voting: Whenever the vote of the stockholders
at a meeting is required or permitted to be taken in connection with any
corporate action by any section of the Illinois Banking Act, the meeting and
vote of stockholders may be dispensed with if all of the stockholders who would
have been entitled to vote upon the action if such meeting were held shall
consent in writing to such corporate action being taken. In the event that the
action which is consented to is such as would have required the filing of a
certificate under any of the other sections of the Illinois Banking Act, if such
action had been voted upon by the stockholders at a meeting thereof, the
<PAGE>
certificate filed under such other section shall state that written consent has
been given hereunder, in lieu of stating that the stockholders have voted upon
the corporate action in question, if such last mentioned statement is required
thereby.
Section 8. Preemptive Rights: Except as shall be required by the Illinois
Banking Act, no holder of shares of any class of stock of the Bank shall have
any preemptive or other right of subscription to any shares, or to any
obligations convertible into any shares, of any class of stock of the Bank,
whether now or hereafter authorized, but shall have only such right, if any, of
subscription to any such shares as the Board of Directors, in its discretion,
may from time to time determine and at such price as the Board of Directors may
from time to time fix.
ARTICLE II
DIRECTORS
---------
Section 1. Board of Directors: The business and affairs of the Bank shall be
managed by its Board of Directors.
Section 2. Number and Vacancies: The number of directors, not fewer than
five nor more than 25, may be fixed from time to time by resolution of the
stockholders of the Bank at any meeting of the stockholders called for the
purpose of electing directors or changing the number thereof by the affirmative
vote of at least two-thirds of the outstanding stock entitled to vote at the
meeting, and the number so fixed shall be the Board of Directors regardless of
vacancies until the number of directors is thereafter changed by similar
action. To the full extent provided by the Illinois Banking Act, any vacancy or
vacancies in the Board of Directors arising between stockholders' meeting may be
filled by resolution of the Board of Directors; provided, however, that, to the
extent the Illinois Banking Act so requires, at no time may the number of
directors selected to fill a vacancy in this manner during any interim period
between stockholders' meetings exceed 33-1/3% of the total membership of the
Board of Directors.
Section 3. Regular Meetings: The Board of Directors shall hold regular
meetings of the Board of Directors as provided by the Illinois Banking Act, but
in no event less than four times per year, at such time and place as the Board
of Directors may from time to time determine, without call and without notice;
provided, however, that by action of the Board of Directors at any meeting, or
with the consent of the majority of the members of the Board of Directors at the
time in office, any regular meeting may be omitted so long as regular meetings
of the Board of Directors are held at least four times per year.
-3-
<PAGE>
Section 4. Special Meetings: Special meetings of the Board of Directors may be
called at any time by the Chairman, or in the event of his absence or
disability, by the President, or, in the event of their absence or disability,
by the Secretary, and shall be called by the Secretary upon the written request
of a majority of the number of directors at the time in office. Special
meetings of the Board of Directors shall be held at such place and time as may
be fixed in the call for such meeting. Notice of each special meeting of
directors shall be given by the Secretary to each director by personal delivery
or telephone, not less than twenty-four hours prior to such meeting, or by mail
or telegram addressed to him at his usual business address, at least five days
prior to the meeting in case of notice by mail and at least 24 hours prior to
the meeting in case of notice by telegram. If mailed or wired, such notice shall
be deemed given to any director when directed to such director at his address as
it appears on the records of the Bank and when deposited in the United States
mail, postage prepaid, or when delivered to an appropriate telegraph office,
charges prepaid, as the case may be. The notice of any special meeting of the
Board of Directors need not specify any purpose or purposes for such meeting.
When a notice is required to be given to directors under the Illinois Banking
Act or by the Charter of the Bank or these By-laws, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.
A special meeting of the Board of Directors may also be held upon call by the
Commissioner or by a bank examiner appointed under the provisions of the
Illinois Banking Act upon not less than 12 hours notice of the meeting by
personal service of the notice or by mailing the notice to each of the
directors at his residence as shown by the books of the Bank.
Section 5. Quorum; Action of Directors: A majority of the Board of Directors
shall constitute a quorum for the transaction of business at any directors'
meeting, unless the act of a greater number is required by the Charter of the
Bank or these By-laws, but a lesser number may adjourn any meeting from time to
time for want of a quorum and the meeting may be held as adjourned without
notice. The act of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors, unless the act
of a greater number is required by the Charter of the Bank or these By-laws.
Section 6. Action by Unanimous Consent: Whenever the vote of the directors
at a meeting is required or permitted to be taken in connection with any
corporate action by any section of the Illinois Banking Act, the meeting and
vote of directors may be dispensed with if all of the directors who would have
been entitled to vote upon the action if such meeting were held shall consent
in writing to such corporate action being taken. In the
-4-
<PAGE>
event that the action which is consented to is such as would have required the
filing of a certificate under any of the other sections of the Illinois Banking
Act if such action had been voted upon by the directors at a meeting thereof,
the certificate filed under such other section shall state that written consent
has been given hereunder in lieu of stating that the directors have voted upon
the corporate action in question, if such last mentioned statement is required
thereby.
Section 7. Conference Telephone: Members of the Board of Directors or any
committee thereof may participate in a meeting of such Board or committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and
participation in a meeting in such manner shall constitute presence in person at
such meeting.
Section 8. Compensation of Directors: Each director, as such, shall be
entitled to receive reimbursement for his reasonable expenses incurred in
attending meetings of the Board of Directors or any committee thereof or
otherwise in connection with his attention to the affairs of the Bank. In
addition, each director, who is not at the time a regularly compensated officer
or employee of the Bank or any of its subsidiaries, shall be entitled to such
fee for his services as a director (and if a member of any committee of the
Board of Directors, such fee for his services as such member) as may be fixed
from time to time by the affirmative vote of a majority of the Board of
Directors. Such fees may be fixed both for meetings attended and on an annual
basis, or either thereof, and may be payable currently or deferred.
Section 9. Directors shall not be required to own capital stock of the Bank.
ARTICLE III
COMMITTEES OF THE BOARD
-----------------------
Section 1. The Board of Directors may elect such committees, each to consist
of one or more directors, as it may from time to time determine, which
committees shall serve for such term and shall have and may exercise such
duties, functions and powers as the Board of Directors may from time to time
prescribe. All actions taken by any such committee shall be reported to the
Board of Directors at such times as the Board of Directors shall direct. In
addition to the foregoing, the Chairman, or in his absence, the President, may
from time to time designate a member or members of the Board of Directors as a
special ad hoc committee to consult with him with respect to such matters as he
may specify, each such committee to function in an advisory capacity only.
-5-
<PAGE>
ARTICLE IV
OFFICERS
--------
Section 1. Officers: The officers of the Bank shall consist of a Chairman, a
President, a Secretary and such officers (including one or more Vice Chairmen
and a Cashier) as may be required from time to time and as may be appointed by
the Board of Directors.
Section 2. Authority and Duties of Officers: The Chairman shall be the chief
executive officer of the Bank and shall have general supervision and direction
of the business and affairs of the Bank. He may be a member of any or all
standing and special committees of the Board of Directors and shall have
authority to call meetings thereof. In the event of the absence or disability of
the Chairman, the President shall have the powers and duties of the Chairman and
is designated to act as and perform the duties of the Chairman. In the event of
the absence or disability of the Chairman and the President, one of the Vice
Chairmen, if any (to be designated by the Chairman), shall have the powers and
duties of the Chairman.
The President shall have the powers and duties pertaining by law or
regulation to the office of President. In the event of the absence or
disability of the President or in the event of a vacancy in that office, the
Chairman shall have the powers and duties pertaining by law or regulation to the
office of President.
The Secretary shall, except as otherwise determined by the Board of Directors,
attend and record all of the proceedings of all meetings of stockholders and
the Board of Directors, and unless otherwise directed by any such committee, of
all committees in the books of the Bank kept for that purpose; shall see that
all notices are given and records and reports properly kept and filed by the
Bank as required by these By-Laws, or as required by law; shall have charge of
and control over the records of the Bank and the certificate books, transfer
books and stock ledgers, and such other books and papers as the Board of
Directors may direct; and shall be the custodian of the corporate seal of the
Bank and see that it is affixed to all documents to be executed on behalf of the
Bank under its seal. In addition to such powers and duties as the Secretary may
have from time to time, the Secretary shall have the powers and duties
pertaining by law or regulation to the office of Cashier.
The duties and authorities of the officers of the Bank shall otherwise be
those usually pertaining to their respective offices, or as may be designated by
the Chairman, subject to the supervision and direction of the Board of
Directors.
<PAGE>
Section 3. Appointment: Unless otherwise determined by the Board of
Directors, the Chairman shall be authorized to appoint all officers except a
President, one or more Vice Chairmen, any other officer classified from time to
time as an executive officer by resolution of the Board of Directors and such
other officers designated in writing from time to time by the Chairman of the
Human Resources Committee of the Board of Directors of the Bank's parent
company, Continental Bank Corporation.
Any officer, agent or employee elected or appointed by the Board of Directors
may be removed and replaced only by the Board of Directors, and may be removed,
with or without cause, at any time by a majority vote of the Board of Directors
at the time in office.
Any officer, agent or employee who is not elected or appointed by the Board of
Directors shall hold office at the discretion of the Chairman or of the officer
appointing him. The Chairman or the President may at any time in his discretion
suspend, subject to the approval of the Board of Directors at its next meeting,
the authority of any other officer or officers of the Bank, other than the
Chairman or the President.
Section 4. Compensation: The annual base salary, and any bonus or incentive
award granted pursuant to a plan (exclusive of any stock option plan)
maintained by the Bank's parent, Continental Bank Corporation, or any of its
direct or indirect subsidiaries, of the Chairman, the President, any Vice
Chairman, any other officer classified from time to time as an executive officer
pursuant to Section 3 of this Article IV, such other officers designated in
writing from time to time by the Chairman of the Human Resources Committee of
the Board of Directors of Continental Bank Corporation pursuant to Section 3 of
this Article IV, and any other officer or employee whose annual base salary
equals $200,000 or more (except for any person paid in foreign currency and
excluded from that category by the Human Resources Committee of the Board of
Directors of Continental Bank Corporation) shall be fixed, or made, as the case
may be, by the Board of Directors. The annual base salary and any bonus or
incentive award for other officers and employees of the Bank shall be fixed by
the Chairman unless otherwise required by resolution of the Board of Directors
or provision of the relevant plan. No officer shall be precluded from receiving
such salary by reason of the fact that he is also a director of the Bank. Any
award granted pursuant to a stock option plan maintained by Continental Bank
Corporation and intended to comply with the requirements of Securities and
Exchange Commission Rule 16b-3 to an officer or employee, who at the time the
award is made, is subject to Section 16(a) or Section 16(b) of the Securities
Exchange Act of 1934 or to any officer or employee whose annual base salary must
be fixed by the Board of Directors shall be
-7-
<PAGE>
granted solely by the Human Resources Committee of the Board of Directors of
Continental Bank Corporation.
Section 5. All officers and employees shall be bonded for the honest and
faithful discharge of their duties.
ARTICLE V
INDEMNIFICATION
---------------
Section 1. General: The Bank shall indemnify, in accordance with an to the
full extent permitted by the Illinois Banking Act as the same exists or may
hereafter be amended, any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Bank) by reason of the fact that he is or was a
director, officer, employee or agent of the Bank, or who is or was serving at
the request of the Bank, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Bank,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Bank and with
respect to any criminal action or proceeding, that he had reasonable cause to
believe that his conduct was unlawful.
Section 2. Action or Suit By or in the Right of the Bank: The Bank shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Bank to procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the Bank, or is or was serving at the
request of the Bank as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Bank, provided that no indemnification shall be made with
respect to any claim, issue or matter as to which such person has been
-8-
<PAGE>
adjudged to have been liable to the Bank unless and only to the extent that the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnify for such expenses as the court shall deem proper.
Section 3. Expenses: To the extent that a director, officer, employee or agent
of the Bank has been successful, on the merits or otherwise, in defense of any
action, suit or proceeding referred to in Sections 1 and 2 of this Article V, or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
Section 4. Authorization: Any indemnification under Sections 1 and 2 of this
Article V (unless ordered by a court) shall be made by the Bank only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in Sections 1 and 2. Such
determination shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the stockholders.
Section 5. Advancement of Expenses: Expenses (including attorneys' fees)
incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
Bank in advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Bank as authorized in this Article V. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.
Section 6. Other Rights: The indemnification and advancement of expenses
provided by or granted under the other sections of this Article V shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Charter of the Bank, any by-
law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office.
-9-
<PAGE>
Section 7. Insurance: The Bank may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the Bank,
or who is or was serving at the request of the Bank as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Bank would have the power to indemnify him against such liability under the
provisions of this Article V. Insurance purchased by the Bank in accordance with
this Article V may, but need not (i) be for the benefit of all directors,
officers, employees and agents of the Bank and (ii) provide also for
indemnification or reimbursement to the Bank of and for payments and obligations
to make payments by the Bank to any of its directors, officers, employees or
agents to the extent such payments or obligations to make payments are permitted
under Sections 1 through 6 of this Article V.
Section 8. The Bank: For purposes of this Article V, references to the "Bank"
shall include, in addition to the surviving corporation, any merging
corporation (including a corporation having merged with a merging corporation)
absorbed in a merger which, if its separate existence had continued, would have
had the power and authority to indemnify its directors, officers, employees or
agents, so that any person who was or is a director, officer, employee or agent
of such merging corporation, or is or was serving at the request of such merging
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article V with respect to the surviving
corporation as he would have with respect to such merging corporation if its
separate existence had continued.
Section 9. Definitions: For purposes of this Article V, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Bank" shall
include any service as a director, officer, employee or agent of the Bank which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries. A person who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the Bank" as referred to in this Article V.
Section 10. Continuation: The indemnification and advancement of expenses
provided by or granted under this Article V shall, unless otherwise provided
when authorized or ratified,
-10-
<PAGE>
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of that person.
Section 11. Contract: All rights to indemnification and advancement of
expenses provided by this Article V shall be deemed to be a contract between the
Bank and each person referred to herein. Any repeal or modification of this
Article V or any repeal or modification of relevant provisions of the Illinois
Banking Act, the Illinois Business Corporation Act or any other applicable law
shall not in any way diminish any rights to indemnification or advancement of
expenses with respect to any state of facts then or previously existing or any
action, suit or proceeding previously or thereafter brought or threatened based
in whole or in part on such state of facts.
ARTICLE VI
SHARES AND CERTIFICATES
-----------------------
Section 1. Certificates: The shares of capital stock of the Bank shall be
represented by certificates signed (manual or facsimile) by the Chairman, the
President or a Vice Chairman and signed (manual or facsimile) by the Cashier,
the Secretary or any Assistant Secretary, and shall bear the seal (impression
or facsimile) of the Bank. Such shares shall be transferable only on the books
of the Bank, and no transfer shall be made or new certificate issued except on
the surrender of the certificate or certificates previously issued therefor, or
on proof of their loss and the furnishing of indemnity satisfactory to the
Chairman, the President or any other officer of the Bank designated in writing
by the Chairman.
Section 2. Record Date: For the purpose of determining stockholders entitled
to notice of or to vote at any meeting of stockholders, or stockholders entitled
to receive payment of any dividend, or in order to make a determination of
stockholders for any other proper purpose, the Board of Directors may fix in
advance a date as the record date for any determination of stockholders, the
date in any case to be not more than 40 days, and in case of a meeting of
stockholders, not less than 10 days prior to the date on which the particular
action, requiring the determination of stockholders, is to be taken. If no
record date is fixed for the determination of stockholders entitled to notice of
or to vote at a meeting of stockholders, or stockholders entitled to receive
payment of a dividend, the date on which notice of a meeting is mailed or the
date on which the resolution of the Board of Directors declaring the dividend is
adopted, as the case may be, shall be the record date for the determination of
stockholders.
-11-
<PAGE>
ARTICLE VII
FISCAL YEAR -- BANKING HOURS -- CORPORATE SEAL
----------------------------------------------
Section 1. The fiscal year of the Bank shall be the calendar year.
On such days as the banking house of the Bank shall be open for business, the
hours during which it shall be open may be fixed from time to time by the
Chairman, or in his absence or disability, by the officer authorized to act as
and perform the duties of the Chairman, pursuant to Section 2 of Article IV of
these By-laws, subject to the approval of the Board of Directors.
Section 2. The seal of the Bank may be affixed to any proper document by the
Secretary, any Assistant Secretary or by any person designated in writing by the
Secretary or any Assistant Secretary, and any of such persons may certify any
action of the Bank.
ARTICLE VIII
AMENDMENTS
----------
Section 1. These By-laws may be amended, altered, changed, added to or
repealed, and others may be adopted in their place at any regular or special
meeting of the Board of Directors at which a quorum is present by a majority
vote of the directors present at such meeting.
-12-
<PAGE>
EXHIBIT 7
(OFFICIAL PUBLICATION)
REPORT OF CONDITION
CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF THE
CONTINENTAL BANK, NATIONAL ASSOCIATION
Charter No. 13639
National Bank Region No. 7
In the state of Illinois at the close of business on March 31, 1994 published
in response to call made by Comptroller of the Currency, under title 12, United
States Code, Section 161.
<TABLE>
<CAPTION>
IN
ASSETS MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin............ $1,786
Interest-bearing balances..................................... 1,226
Securities:
Held-to-maturity securities................................... 536
Available-for-sale securities................................. 1,192
Federal funds sold and securities purchased under agreements
to resell in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds sold............................................ 727
Securities purchased under agreements to resell............... 1,044
Loans and lease financing receivables:
Loans and leases, net of unearned income...............$11,917
LESS: Allowance for loan and lease losses..................320
LESS: Allocated transfer risk reserve........................0
Loans and leases, net of unearned income, allowance, and
reserve...................................................... 11,597
Assets held in trading accounts............................... 2,442
Premises and fixed assets (including capitalized leases)...... 228
Other real estate owned....................................... 212
Investments in unconsolidated subsidiaries and associated
companies.................................................... 0
Customers' liability to this bank on acceptances outstanding.. 112
Intangible assets............................................. 0
Other assets.................................................. 1,343
-------
TOTAL ASSETS.................................................. $22,445
=======
<CAPTION>
LIABILITIES
<S> <C>
Deposits:
In domestic offices........................................... $ 8,874
Noninterest-bearing....................................$2,560
Interst-bearing.........................................6,314
In foreign offices, Edge and Agreement subsidiaries, and IBFs. 4,504
Noninterest-bearing....................................$ 13
Interest-bearing........................................4,491
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of its Edge
and Agreement subsidiaries,and in IBFs:
Federal funds purchased....................................... 1,051
Securities sold under agreements to repurchase................ 300
Demand notes issued to the U.S. Treasury...................... 1,296
Trading liabilities........................................... 1,220
Other borrowed money:
With original maturity of one year or less.................... 1,534
With original maturity of more than one year.................. 37
Mortgage Indebtedness and obligations under capitalized
leases....................................................... 0
Bank's liability on acceptances executed and outstanding...... 112
Subordinated notes and debentures............................. 398
Other liabilities............................................. 1,020
-------
TOTAL LIABILITIES............................................. 20,346
-------
Limited-life preferred stock and related surplus.............. 0
<CAPTION>
EQUITY CAPITAL
<S> <C>
Perpetual preferred stock and related surplus................. 0
Common stock.................................................. 685
Surplus....................................................... 827
Undivided profits and capital reserves........................ 598
Net unrealized holding gains (losses) on available-for-sale
securities................................................... (6)
Cumulative foreign currency translation adjustments........... (5)
-------
TOTAL EQUITY CAPITAL.......................................... 2,099
-------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY
CAPITAL...................................................... $22,445
=======
</TABLE>
I, John J. Higgins, Controller of the above-named bank do
hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.
---------------------
Controller
May 10, 1994
6
<PAGE>
Exhibit 25(f)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
_______________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)
_______________
NATIONSBANK OF TENNESSEE, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
62-0167463
(I.R.S. employer identification no.)
ONE NATIONSBANK PLAZA
NASHVILLE, TENNESSEE 37239-1697
(Address of principal executive offices) (Zip Code)
_____________________________
JOHN T. HENDERSON
NATIONSBANK OF GEORGIA, NATIONAL ASSOCIATION
AREA ADMINISTRATION
6000 FELDWOOD ROAD
COLLEGE PARK, GEORGIA 30349
(404) 774-6074
(Name, Address and telephone number of agent for service)
_______________
with a copy to:
NATIONSBANK OF TENNESSEE, NATIONAL ASSOCIATION
ONE NATIONSBANK PLAZA
NASHVILLE, TN 37239-1697
ATTENTION: CORPORATE TRUST
________________________
HOUSEHOLD FINANCE CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 36-1239445
(State or other jurisdiction (IRS employer
of incorporation or organization) identification no.)
2700 SANDERS ROAD
PROSPECT HEIGHTS, IL 60070
(Name, address, including zip code, of principal executive office)
__________________________________________
SENIOR DEBT SECURITIES
(Title of the indenture securities)
_________________________________________________________________
<PAGE>
1. General information.
-------------------
Furnish the following information as to the trustee--
(a) Name and address of each examining or supervising authority to which
it is subject.
THE COMPTROLLER OF THE CURRENCY,
WASHINGTON, D.C.
FEDERAL RESERVE BANK OF ATLANTA
104 MARIETTA STREET, N.W.
ATLANTA, GEORGIA
FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
YES.
2. Affiliations with obligor.
-------------------------
If the obligor is an affiliate of the trustee, describe each such
affiliation.
NONE.
16. List of Exhibits.
----------------
List below all exhibits filed as a part of this statement of eligibility.
(1) A copy of the Articles of Association of the trustee as now in
effect. (See Exhibit 1 to Form T-1, Exhibit 25 to Registration No.
33-67040, which is incorporated herein by reference.)
(2) A copy of the certificate of authority of the trustee to commence
business. (See Exhibit 2 to Form T-1, Exhibit 25 to Registration No.
33-67040, which is incorporated herein by reference.)
(3) A copy of the authorization of the trustee to exercise corporate
trust powers. (See Exhibit 3 to Form T-1, Exhibit 25 to Registration
No. 33-67040, which is incorporated herein by reference.)
(4) A copy of the existing by-laws of the trustee, as amended to date.
(See Exhibit 4 to Form T-1, Exhibit 25 to Registration No. 33-67040,
which is incorporated herein by reference.)
(6) The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939.
(7) A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, NationsBank of Tennessee, National Association, a corporation
organized and existing under the laws of the United States of America, has
duly caused this statement of eligibility and qualification to be signed on
its behalf by the undersigned, thereunto duly authorized, all in the City of
Atlanta and the State of Georgia, on the 10th day of August, 1994.
NATIONSBANK OF TENNESSEE,
NATIONAL ASSOCIATION
By: /s/ Sandra Carreker
---------------------------
Sandra Carreker
Vice President
<PAGE>
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939 in connection with the proposed issuance of Household Finance
Corporation Senior Debt Securities, NationsBank of Tennessee, National
Association hereby consents that reports of examinations by Federal, State,
Territorial or District Authorities may be furnished by such authorities to
the Securities and Exchange Commission upon request therefor.
NATIONSBANK OF TENNESSEE,
NATIONAL ASSOCIATION
By: /s/ Sandra Carreker
--------------------------
Sandra Carreker
Vice President
<PAGE>
EXHIBIT 7 TO FORM T1
Comptroller of the Currency
Administrator of National Banks
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the NATIONSBANK OF
TENNESSEE, N.A. OF NASHVILLE, in the state of Tennessee, at the close of
business on June 30, 1994 published in response to call made by Comptroller
of the Currency, under Title 12, United States Code, Section 161. Charter
Number 17561, Comptroller of the Currency, Third District.
Statement of Resources and Liabilities Dollar Amounts in Thousands
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.................... 369,308.
Securities
Held-to-maturity securities........................................ 609,908.
Available-for-sale securities...................................... 436,198.
Federal funds sold.................................................... 13,475.
Loans and lease financing receivables:
Loans and leases, net of unearned income............... 3,587,574.
LESS: Allowance for loan and lease losses.............. 46,581.
Loans and leases, net of unearned income,
allowance, and reserve............................................. 3,540,993.
Premises and fixed assets (including capitalized leases).............. 62,913.
Other real estate owned............................................... 10,489.
Customers' liability to this bank on acceptances outstanding.......... 9,404.
Intangible assets..................................................... 410.
Other assets.......................................................... 78,169.
TOTAL ASSETS.......................................................... 5,103,267.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits:
In domestic offices.......................................... 4,126,175.
Noninterest-bearing............................... 754,909
Interest-bearing.................................. 3,371,266
Interest-bearing deposits in foreign offices...................... 110,185.
Federal funds purchased.......................................... 142,002.
Securities sold under agreements to repurchase................... 253,707.
Demand notes issued to the U.S. Treasury......................... 46,419.
Other borrowed money............................................. 2,843.
Bank's liability on acceptances executed and outstanding......... 9,404.
Other liabilities................................................ 38,197.
TOTAL LIABILITIES................................................ 4,728,932.
EQUITY CAPITAL
Common stock..................................................... 55,583.
Surplus.......................................................... 96,987.
Undivided profits and capital reserves........................... 9,018.
Net unrealized (losses) on available-for-sale securities......... (253).
Total equity capital............................................. 401,335.
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL 5,103,267.
</TABLE>
We, the undersigned directors (Trustees), attest to the correctness of this
Report of Condition. We declare that it has been examined by us, and to the
best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
James H. Hance, Jr.
Jerry L. Benefield Directors
Owen G. Shell, Jr.
