32
NY-255974.3
EXECUTION COPY
HOUSEHOLD AUTOMOBILE REVOLVING TRUST I
SERIES 1998-1
$139,370,000 5.33% Class A-1 Notes
$54,000,000 5.514% Class A-2 Notes
$143,000,000 Floating Rate Class A-3 Notes
$80,832,000 Floating Rate Class A-4 Notes
$100,000,000 5.65% Class A-5 Notes
$99,303,000 6.30% Class B-1 Notes
UNDERWRITING AGREEMENT
CREDIT SUISSE FIRST BOSTON CORPORATION
As Representative of the Underwriters
Xxxxxx Xxxxxxx Xxxxxx
New York, New York 10010 November 20, 1998
Dear Sirs:
Household Finance Corporation, a corporation organized
and existing under the laws of Delaware, individually ("HFC") and
as Master Servicer (the "Master Servicer"), Household Auto
Receivables Corporation, a corporation organized and existing
under the laws of Nevada and a wholly owned subsidiary of HFC,
individually ("HARC") and as Seller (the "Seller"), and Household
Automotive Finance Corporation, a corporation organized and
existing under the laws of Delaware and wholly owned subsidiary
of HFC ("HAFC"), agree with you as follows:
Section 1. Issuance and Sale of Series 1998-1
Notes. The Seller has authorized the issuance and sale of
$139,370,000 5.33% Class A-1 Notes, $54,000,000 5.514% Class A-2
Notes, $143,000,000 Floating Rate Class A-3 Notes, $80,832,000
Floating Rate Class A-4 Notes, $100,000,000 5.65% Class A-5 Notes
and $99,303,000 6.30% Class B-1 Notes (collectively, the
"Series 1998-1 Notes"). The Series 1998-1 Notes are to be issued
by Household Automobile Revolving Trust I (the "Trust") pursuant
to an Indenture, dated as of October 1, 1998, as supplemented by
a Series 1998-1 Supplement (the "Indenture") by and among HFC,
the Master Servicer, the Trust and The Chase Manhattan Bank, a
New York Banking Corporation, as indenture trustee (the
"Indenture Trustee"). In addition to the Series 1998-1 Notes,
the Trust will also issue the $94,338,000 6.40% Class B-2 Notes
(the "Class B-2 Notes") and the $60,823,000 6.50% Class C Notes
(the "Class C Notes") pursuant to the Indenture and Series 1998-1
Certificates (the "Series 1998-1 Certificates") pursuant to a
Trust Agreement, dated as of March 1, 1998, between the Seller
and the Owner Trustee as supplemented by a Series 1998-1
Supplement (the "Trust Agreement"). The Series 1998-1 Notes, the
Class B-2 Notes, the Class C Notes and the Series 1998-1
Certificates are referred to herein collectively as the
"Series 1998-1 Securities." The assets of the Trust will include
a pool of non-prime retail installment sales contracts secured by
new or used automobiles, light duty trucks and vans (the
"Receivables") and certain monies due thereunder on or after
October 31, 1998 (the "Cut-Off Date").
As used herein, the term "Seller Agreements" means the
Master Sale and Servicing Agreement dated as of March 1, 1998
among the Trust, the Seller, the Master Servicer and Norwest Bank
Minnesota, National Association, as trustee (the "Master Sale and
Servicing Agreement"), the Master Receivables Purchase Agreement
dated as of March 1, 1998 between the Seller and HAFC (the
"Master Receivables Purchase Agreement"), the Trust Agreement and
this Underwriting Agreement (this "Agreement"); the term "HAFC
Agreements" means the Master Receivables Purchase Agreement and
this Agreement; the term "HFC Agreements" means the Master Sale
and Servicing Agreement, the Indenture and this Agreement.
HFC, the Seller and HAFC are direct or indirect
subsidiaries of Household International, Inc. ("Household").
HFC, the Seller and HAFC are collectively referred to herein as
the "Household Entities").
The Series 1998-1 Notes are being purchased by the
Underwriters named in Schedule 1 hereto, and the Underwriters are
purchasing, severally, only the Series 1998-1 Notes set forth
opposite their names in Schedule 1, except that the amounts
purchased by the Underwriters may change in accordance with
Section 10 of this Agreement. Credit Suisse First Boston
Corporation is acting as representative of the Underwriters and
in such capacity, is hereinafter referred to as the
"Representative."
The offering of the Series 1998-1 Notes will be made by
the Underwriters and the Household Entities understand that the
Underwriters propose to make a public offering of the Series 1998-
1 Notes for settlement on December 3, 1998, as the Underwriters
deem advisable.
None of the Class B-2 Notes, Class C Notes nor the
Series 1998-1 Certificates are being purchased by the
Underwriters hereby.
Defined terms used herein and not otherwise defined
shall have their respective meanings as set forth in Section 2.01
of the Series 1998-1 Supplement dated as of November 1, 1998
among the Master Servicer, the Trust, the Seller, the Indenture
Trustee and Wilmington Trust Company, as Owner Trustee (the
"Series 1998-1 Supplement").
Section 2. Representations and Warranties.
X. XXXX and the Seller, individually, represent and
warrant to, and agree with, the Underwriters as set forth in this
Section 2(A). Certain terms used in this Section 2(A) are
defined in the second paragraph of subsection 2(A)(i) below.
(i) The Seller meets the requirements for
use of Form S-3 under the Securities Act of 1933, as
amended (the "Act"), and has filed with the United
States Securities and Exchange Commission (the
"Commission") a registration statement (Registration
No. 333-59837), relating to the Series 1998-1 Notes,
on such Form S-3 for the registration under the Act of
the Series 1998-1 Notes. The Seller may have filed one
or more amendments thereto, each of which has
previously been furnished to you. The Seller will next
file with the Commission either, (A) prior to the
effectiveness of such registration statement, a further
amendment thereto (including the form of final
prospectus) or, (B) after effectiveness of such
registration statement, a final prospectus in
accordance with Rules 430A and 424(b)(1) or (4). In
the case of clause (B), the Seller has included in such
registration statement, as amended at the Effective
Date, all information (other than Rule 430A
Information) required by the Act and the rules
thereunder to be included in the prospectuses with
respect to the Series 1998-1 Notes and the offering
thereof. As filed, such amendment and form of final
prospectus, or such final prospectus, shall include all
Rule 430A Information and, except to the extent the
Underwriters shall agree in writing to a modification,
shall be in all substantive respects in the form
furnished to you prior to the Execution Time or, to the
extent not completed at the Execution Time, shall
contain only such specific additional information and
other changes as the Seller has advised you, prior to
the Execution Time, will be included or made therein.
The terms which follow, when used in this Agreement, shall have
the meanings indicated. The term "Effective Date" shall mean
each date that the Registration Statement and any post-effective
amendment or amendments thereto became or become effective under
the Act. "Execution Time" shall mean the date and time that this
Agreement is executed and delivered by the parties hereto.
"Prospectus" shall mean the prospectus relating to the Series
1998-1 Notes that is first filed with the Commission pursuant to
Rule 424(b) and any prospectuses subsequently filed pursuant to
Rule 424 or, if no filing pursuant to Rule 424(b) is required,
shall mean the form of final prospectus included in the
Registration Statement at the Effective Date. "Registration
Statement" shall mean the registration statement referred to in
the preceding paragraph and any registration statement required
to be filed under the Act or rules thereunder, including
amendments, all documents incorporated or deemed to be
incorporated by reference therein, exhibits and financial
statements, in the form in which it has or shall become effective
and, in the event that any post-effective amendment thereto
becomes effective prior to the Closing Date (as hereinafter
defined), shall also mean such registration statement as amended
or supplemented pursuant to the Act or rules thereunder or the
Exchange Act or rules thereunder. Such term shall include Rule
430A Information deemed to be included therein at the Effective
Date as provided by Rule 430A. "Rule 424" and "Rule 430A" refer
to such rules under the Act. "Rule 430A Information" means
information with respect to the Series 1998-1 Notes and the
offering thereof permitted to be omitted from the Registration
Statement when it becomes effective pursuant to Rule 430A. The
"Rules and Regulations" shall mean the rules and regulations of
the commission. All references in this Agreement to financial
statements and schedules and other information which is
"contained," included" or "stated" in the Registration Statement
or the Prospectus (and all other references of like import) shall
be deemed to mean and include all such financial statements and
schedules and other information which is or is deemed to be
incorporated by reference in the Registration Statement or the
Prospectus, as the case may be; and all references in this
Agreement to amendments or supplements to the Registration
Statement or the Prospectus shall be deemed to mean and include
the filing of any document under the Exchange Act which is or is
deemed to be incorporated by reference in the Registration
Statement or the Prospectus, as the case may be.
(ii) On the Effective Date, the Registration
Statement did or will comply in all material respects
with the applicable requirements of the Act and the
Rules and Regulations thereunder; assuming compliance
by each Underwriter with Sections 3(a), 3(b) and 3c
hereof on the Effective Date and when the Prospectus is
first filed (if required) in accordance with Rule
424(b) and on the Closing Date, the Prospectus will
comply in all material respects with the applicable
requirements of the Act and the Rules and Regulations;
on the Effective Date, the Registration Statement did
not or will not contain any untrue statement of a
material fact or omit to state any material fact
required to be stated therein or necessary in order to
make the statements therein not misleading; and, on the
Effective Date, the Prospectus, if not filed pursuant
to Rule 424(b), did not or will not, and on the date of
any filing pursuant to Rule 424(b) and on the Closing
Date, the Prospectus (together with any supplement
thereto) will not, include any untrue statement of a
material fact or omit to state a material fact
necessary in order to make the Statements therein, in
the light of the circumstances under which they were
made, not misleading; provided, however, that HAFC and
the Seller make no representations or warranties as to
the information contained in or omitted from the
Registration Statement or the Prospectus in reliance
upon and in conformity with information furnished in
writing to HAFC or the Seller by the Representative
specifically for use in connection with the preparation
of the Registration Statement or the Prospectus. The
documents incorporated or deemed to be incorporated by
reference in the Prospectus, at the time they were or
hereafter are filed with the Commission, complied and
will comply in all material respects with the
requirements of the Exchange Act and the Rules and
Regulations of the Commission under the Exchange Act,
and, when read together with the other information in
the Prospectus, at the time the Registration Statement
and any amendments thereto become effective and at the
Closing Date, 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, in the light of the circumstances
under which they were made, not misleading.
(iii) Each of HAFC and the Seller is a
corporation duly organized and validly existing and in
good standing under the laws of its jurisdiction of
incorporation. Each of HAFC and the Seller has all
requisite power and authority to own its properties and
conduct its business as presently conducted and is duly
qualified as a foreign corporation to transact business
and is in good standing in each jurisdiction which
requires such qualification, except where failure to
have such requisite power and authority or to be so
qualified would not have a material adverse effect on
the business or consolidated financial condition of
HAFC or the Seller.
(iv) Neither HAFC nor the Seller is in
violation of its certificate of incorporation or in
default in the performance or observance of any
material obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which it
is a party or by which it may be bound, or to which any
of the property or assets of the Seller or HAFC, as the
case may be, is subject, except where any such
violation or default would not have a material adverse
effect on the transactions contemplated by this
Agreement.
(v) The execution, delivery and performance
by the Seller of each Seller Agreement, the issuance of
the Series 1998-1 Securities and the consummation of
the transactions contemplated hereby and thereby have
been duly and validly authorized by all necessary
action or proceedings and will not conflict with or
constitute a breach of, or default under, or, other
than as contemplated in the Registration Statement,
result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of
the Seller pursuant to, any contract, indenture,
mortgage, loan agreement, note, lease or other
instrument to which the Seller is a party or by which
it may be bound, or to which any of the property or
assets of the Seller is subject, nor will such action
result in any violation of the provisions of the
certificate of incorporation or by-laws of the Seller
or any applicable law, administrative regulation or
administrative or court decree, except where any such
conflict, breach, default, encumbrance or violation
would not have a material adverse effect on the
transactions contemplated by this Agreement.
(vi) The execution, delivery and performance
by HAFC of each HAFC Agreement, the issuance of the
Series 1998-1 Securities and the consummation of the
transactions contemplated hereby and thereby have been
duly and validly authorized by all necessary action or
proceedings and will not conflict with or constitute a
breach of, or default under, or result in the creation
or imposition of any lien, charge or encumbrance upon
any property or, other than as contemplated by the
Registration Statement, assets of HAFC pursuant to, any
contract, indenture, mortgage, loan agreement, note,
lease or other instrument to which HAFC is a party or
by which it may be bound, or to which any of the
property or assets of HAFC is subject, nor will such
action result in any violation of the provisions of the
charter or by-laws of HAFC or any applicable law,
administrative regulation or administrative or court
decree, except where any such conflict, breach,
default, encumbrance or violation would not have a
material adverse effect on the transactions
contemplated by this Agreement.
(vii) Each Seller Agreement has been, or
when executed and delivered, will have been, duly
executed and delivered by the Seller; and each Seller
Agreement constitutes, or, when executed and delivered,
will constitute, legal, valid and binding instruments
enforceable against the Seller in accordance with their
respective terms, subject as to enforceability (A) to
applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws affecting creditors'
rights generally, (B) to general principles of equity
(regardless of whether enforcement is sought in a
proceeding in equity or at law) and c with respect to
rights of indemnity under this Agreement, to
limitations of public policy under applicable
securities laws.
(viii) Each HAFC Agreement has been, or,
when executed and delivered, will have been duly
executed and delivered by HAFC; and each Seller
Agreement constitutes, or, when executed and delivered,
will constitute, legal, valid and binding instruments
enforceable against HAFC in accordance with their
respective terms, subject as to the enforceability
(A) to applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting
creditors' rights generally, (B) to general principles
of equity (regardless of whether enforcement is sought
in a proceeding in equity or at law) and c with respect
to rights of indemnity under this Agreement, to
limitations of public policy under applicable
securities law.
(ix) HAFC has authorized the conveyance of
the Receivables to the Seller; the Seller has
authorized the conveyance of the Receivables to the
Trust; and the Seller has directed the Trust to issue
and sell the Series 1998-1 Securities.
(x) Each of HAFC and the Seller is solvent
and will not become insolvent after giving effect to
the transactions contemplated by this Agreement and the
other Series 1998-1 Related Documents. The Seller has
no indebtedness to any Person other than pursuant to
this Agreement, the other Series 1998-1 Related
Documents, the Series 1998-A Related Documents and, in
the case of the Seller, the Revolving Credit Agreement.
Each of the Issuer, HAFC and the Seller, after giving
effect to the transactions contemplated by this
Agreement and the other Series 1998-1 Related
Documents, will have an adequate amount of capital to
conduct its business in the foreseeable future.
(xi) Any taxes, fees and other governmental
charges in connection with the execution, delivery and
performance of any Seller Agreement, the Indenture and
the Securities shall have been paid or will be paid by
the Seller at or prior to the Closing Date.
(xii) The Series 1998-1 Notes have been
duly and validly authorized, and, when validly
executed, authenticated, issued and delivered in
accordance with the Indenture and as provided herein
will conform in all material respects to the
description thereof contained in the Prospectus and
will be validly issued and outstanding and entitled to
the benefits of the Indenture.
(xiii) There are no legal or governmental
proceedings pending, or to the knowledge of HAFC or the
Seller threatened, to which HAFC or the Seller is a
party or of which any property of any of them is the
subject, other than proceedings which are not
reasonably expected, individually or in the aggregate,
to have a material adverse effect on the shareholder's
equity or consolidated financial position of such
person and its subsidiaries taken as a whole, or which
would have a material adverse effect upon the
consummation of this Agreement.
(xiv) Xxxxxx Xxxxxxxx LLP is an
independent public accountant with respect to HAFC and
Seller as required by the Act and the Rules and
Regulations.
(xv) No consent, approval, authorization,
order, registration, filing, qualification, license or
permit of or with any court or governmental agency or
body of the United States is required for the issue and
sale of the Series 1998-1 Notes, or the consummation by
HAFC or the Seller of the other transactions
contemplated by this Agreement, the Master Receivables
Purchase Agreement, the Master Sale and Servicing
Agreement, the Trust Agreement or the Indenture, except
for (A) the registration under the Act of the
Series 1998-1 Notes, (B) such consents, approvals,
authorizations, orders, registrations, qualifications,
licenses or permits as have been obtained or as may be
required under State securities or Blue Sky laws in
connection with the purchase of the Series 1998-1 Notes
and the subsequent distribution of the Series 1998-1
Notes by the Underwriters or c where the failure to
obtain such consents, approvals, authorizations,
orders, registrations, filings, qualifications,
licenses or permits would not have a material adverse
effect on the business or consolidated financial
condition of HAFC and its subsidiaries taken as a whole
or the Seller or the transactions contemplated by such
agreements.
(xvi) (a) HAFC has the power and
authority to sell the Receivables to the Trust, and
(b) following the conveyance of the Receivables to the
Trust pursuant to the Master Sale and Servicing
Agreement, the Trust will own the Receivables free and
clear of any lien, mortgage, pledge, charge,
encumbrance, adverse claim or other security interest
(collectively, "Liens") other than Liens created by the
Master Sale and Servicing Agreement.
(xvii) As of the Cut-Off Date, each of the
Receivables will meet the eligibility criteria
described in the Prospectus.
(xviii) Neither HAFC nor the Seller will
conduct their operations while any of the Securities
are outstanding in a manner that would require the
Seller or the Trust to be registered as an "investment
company" under the Investment Company Act of 1940, as
amended (the "1940 Act") as in effect on the date
hereof.
(xix) Each of the Seller and HAFC
possesses all material licenses, certificates,
authorities or permits issued by the appropriate state,
Federal or foreign regulatory agencies or bodies
necessary to conduct the business now conducted by it
and as described on The Prospectus and neither the
Seller nor HAFC has received notice of any proceedings
relating to the revocation or modification of such
license, certificate, authority or permit which, singly
or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, is likely to materially
and adversely affect the conduct of its business,
operations, financial condition or income.
(xx) At the Closing Date, each of the
representations and warranties of HAFC set forth in the
HAFC Agreements or of the Seller set forth in the
Seller Agreements will be true and correct in all
material respects.
(xxi) Since the respective dates as of
which information is given in the Prospectus, (x) there
has not been any material adverse change in or
affecting the general affairs, business, management,
financial condition, stockholder's equity, results of
operations, regulatory situation or business prospects
of HAFC and (y) HAFC has not entered into any
transaction or agreement (whether or not in the
ordinary course of business) material to HAFC that, in
either case, would reasonably be expected to materially
adversely affect the interests of the holders of the
Series 1998-1 Notes, otherwise than as set forth or
contemplated in the Prospectus.
B. HFC represents, warrants and agrees with the
Underwriters, that:
(i) HFC is a corporation duly organized and
validly existing and in good standing under the laws of
its jurisdiction of incorporation. HFC has all
requisite power and authority to own its properties and
conduct its business as presently conducted and is duly
qualified as a foreign corporation to transact business
and is in good standing in each jurisdiction which
requires such qualification, except where the failure
to have such power and authority or to be so qualified
would not have a material adverse effect on the
business or consolidated financial condition of HFC and
its subsidiaries taken as a whole.
(ii) HFC is not in violation of its
certificate of incorporation or in default in the
performance or observance of any material obligation,
agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note,
lease or other instrument to which HFC is a party or by
which it may be bound, or to which any of the property
or assets of HFC is subject except where any such
violation or default would not have a material adverse
effect on the transactions contemplated by this
Agreement.
(iii) The execution, delivery and
performance by HFC of the HFC Agreements, and the
consummation of the transactions contemplated hereby
and thereby have been duly and validly authorized by
all necessary action or proceedings and will not
conflict with or constitute a breach of, or default
under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets
of HFC pursuant to, any contract, indenture, mortgage,
loan agreement, note, lease or other instrument to
which HFC is a party or by which it may be bound, or to
which any of the property or assets of HFC is subject,
nor will such action result in any violation of the
provisions of the certificate of incorporation or
by-laws of HFC or any applicable law, administrative
regulation or administrative or court decree, except
where any such conflict, breach, default, encumbrance
or violation would not have a material adverse effect
on the transactions contemplated by this Agreement.
(iv) Each HFC Agreement has been, or, when
executed and delivered, will have been, duly executed
and delivered by HFC; and each HFC Agreement
constitutes, or, when executed and delivered, will
constitute, legal, valid and binding instruments
enforceable against HFC in accordance with their
respective terms, subject as to enforceability (A) to
applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws affecting creditors'
rights generally, (B) to general principles of equity
(regardless of whether enforcement is sought in a
proceeding in equity or at law) and c with respect to
rights of indemnity under this Agreement to limitations
of public policy under applicable securities laws.
(v) HFC will, upon request by any
Underwriter, provide to such Underwriter complete and
correct copies of all reports filed by it with the
Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), during 1996,
1997 and 1998. Except as set forth in or contemplated
in such reports, there has been no material adverse
change in the consolidated financial condition of HFC
and its subsidiaries taken as a whole.
(vi) There are no legal or governmental
proceedings pending, or to the knowledge of HFC
threatened, to which HFC is a party or of which any of
its property is the subject, other than proceedings
which are not reasonably expected, individually or in
the aggregate, to have a material adverse effect on the
shareholder's equity or consolidated financial position
of HFC and its subsidiaries taken as a whole or which
would have a material adverse effect upon the
consummation of this Agreement.
(vii) No consent, approval,
authorization, order, registration, filing,
qualification, license or permit of or with any court
or governmental agency or body of the United States is
required for the consummation by HFC of the
transactions contemplated by the HFC Agreements, except
for (A) the registration under the Act of the
Series 1998-1 Notes, (B) such consents, approvals,
authorizations, orders, registrations, filings,
qualifications, licenses or permits as have been
obtained or as may be required under State securities
or Blue Sky laws in connection with the purchase of the
Series 1998-1 Notes and the subsequent distribution of
the Series 1998-1 Notes by the Underwriters or c where
the failure to obtain such consents, approvals,
authorizations, orders, registrations, filings,
qualifications, licenses or permits would not have a
material adverse effect on the business or consolidated
financial condition of HFC and its subsidiaries taken
as a whole or the transactions contemplated by such
agreements.
(viii) Xxxxxx Xxxxxxxx LLP is an
independent public accountant with respect to HFC as
required by the Act and the Rules and Regulations.
Section 3. Representations and Warranties of the
Underwriters. Each Underwriter severally, and not jointly,
represents and warrants to, and agrees with the other
Underwriters, HAFC, the Seller and HFC that:
(a) Prior to the Effective Date, such Underwriter has not
furnished and will not furnish, in writing or by electronic
transmission, any Derived Information relating to the Series
1998-1 Notes to any prospective investor.
(b) Such Underwriter shall provide the Seller no later than
one Business Day after any Collateral Term Sheet is delivered
to a prospective investor, or in the case of any Structural
Term Sheets and Computational Materials no later than one
Business Day before the date on which the Prospectus is
required to be filed pursuant to Rule 424, all such Derived
Information delivered to a prospective investor by it during
the period commencing on the Effective Date and ending on the
date the Prospectus is filed with the Commission. Such
Underwriter shall deliver to the Seller a hard copy and, in a
mutually agreed upon format, a disk or electronic
transmission of such Derived Information.
(c) Assuming the accuracy of the Seller-Provider Information
used in the preparation of Derived Information, the Derived
Information, delivered by such Underwriter, as of the date
thereof, is accurate in all material respects, taking into
account the assumptions set forth in such Derived
Information, but without making any representations as to the
appropriateness of such assumptions.
(d) Each Underwriter acknowledges that none of HAFC, the
Seller or HFC will be deemed to have breached any
representation and warranty or to have failed to satisfy any
other agreement contained herein, to the extent any such
breach or failure on the part of such party resulted solely
from an Underwriter's breach of the representation and
warranty set forth in subsection (a), (b) or c above,
provided, however, that the rights and obligations otherwise
available to an Underwriter pursuant to Section 10 and 11
hereof are not limited solely as a result of an Underwriter's
breach of the representation and warranty set forth in
subsection (a) above.
(e) For purposes of this Agreement, "Derived Information"
means the type of information defined as Collateral Term
Sheets, Structural Term Sheets or Computational Materials (as
such terms are interpreted in the No-Action Letters). The
terms "Collateral Term Sheet" and "Structural Term Sheet"
shall have the respective meanings assigned to them in the
February 13, 1995 letter (the "PSA Letter") of Cleary,
Xxxxxxxx, Xxxxx & Xxxxxxxx on behalf of the Public Securities
Association (which letter, and the Commission staff's
response thereto, were publicly available February 17, 1995),
and with respect to "Collateral Term Sheet" includes any
subsequent Collateral Term Sheet that reflects a substantive
change in the information presented. The term "Computational
Materials" has the meaning assigned to it in the May 17, 1994
letter (the "Xxxxxx Letter" and together with the PSA Letter,
the "No-Action Letters") of Brown & Xxxx on behalf of Xxxxxx,
Xxxxxxx & Co., Inc. (which letter, and the Commission staff's
response thereto, were publicly available May 20, 1994).
"Seller-Provided Information" means the information contained
on any computer tape furnished to the Underwriters by the
Seller concerning the assets comprising the Issuer.
Section 4. Purchase and Sale. The Underwriters'
commitment to purchase the Series 1998-1 Notes pursuant to this
Agreement shall be deemed to have been made on the basis of the
representations and warranties of the Household Entities herein
contained and shall be subject to the terms and conditions herein
set forth. The Seller agrees to instruct the Trust to issue the
Series 1998-1 Notes to the Underwriters, and the Underwriters
agree to purchase the Series 1998-1 Notes on the date of issuance
thereof. The purchase prices for the Series 1998-1 Notes shall
be as set forth on Schedule 1 hereto.
Section 5. Delivery and Payment. Payment of the
purchase price for, and delivery of, any Series 1998-1 Notes to
be purchased by the Underwriters shall be made at the office of
Xxxxx Xxxxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx, or at such other place as shall be agreed upon by the
Representative and the Household Entities, at 10:00 a.m. New York
City time on December 3, 1998 (the "Closing Date"), or at such
other time or date as shall be agreed upon in writing by the
Representative and the Household Entities. Payment shall be made
by wire transfer of same day funds payable to the account
designated by HAFC. Each of the Series 1998-1 Notes so to be
delivered shall be represented by one or more global Series 1998-
1 Notes registered in the name of Cede & Co., as nominee for The
Depository Trust Company.
The Household Entities agree to have the Series 1998-1
Notes available for inspection, checking and packaging by the
Representative in New York, New York, not later than 12:00 P.M.
New York City time on the business day prior to the Closing Date.
Section 6. Offering by Underwriters.
(a) It is understood that the Underwriters propose to
offer the Series 1998-1 Notes for sale to the public as set forth
in the Prospectus.
(b) Each Underwriter represents and agrees that
(i) it has not offered or sold and, prior to the expiry of six
months from the Closing Date, will not offer or sell any
Series 1998-1 Notes to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purpose of their businesses or otherwise in
circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995; (ii) it has
complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it
in relation to the Series 1998-1 Notes in, from or otherwise
involving the United Kingdom; and (iii) it has only issued or
passed on, and will only issue or pass on, in the United Kingdom
any document received by it in connection with the issue of the
Series 1998-1 Notes, to a person who is of a kind described in
the Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1995 or to a person to whom
such document may otherwise lawfully be issued, distributed or
passed on.
Section 7. Covenants of the Household Entities.
The Household Entities, covenant with the Underwriters as
follows:
A. The Seller will use its best efforts to cause the
Registration Statement and any amendment thereto, if not
effective at the Execution Time, to become effective. If the
Registration Statement has become or becomes effective pursuant
to Rule 430A, or filing of the Prospectus is otherwise required
under Rule 424(b), the Seller will file the Prospectus properly
completed, pursuant to Rule 424(b) within the time period
prescribed and will promptly evidence satisfactory to the
Underwriters of such timely filing. The Seller will promptly
advise the Underwriters (i) when the Registration Statement shall
have become effective, (ii) when any amendment thereof shall have
become effective, (iii) of any request by the Commission for any
amendment or supplement of the Registration Statement or the
Prospectus or for any additional information, (iv) of the
issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose, and (v) of the
receipt by the Seller of any modification with respect to the
suspension of the qualification of the Series 1998-1 Notes for
sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Seller will not file any
amendment of the Registration Statement or supplement to the
Prospectus to which the Underwriters reasonably object. The
Seller will use its best efforts to prevent the issuance of any
such stop order and if issued, to obtain as soon as possible the
withdrawal thereof.
B. If, at any time when a Prospectus relating to the
Series 1998-1 Notes is required to be delivered under the Act,
any event occurs as a result of which the Prospectus as then
supplemented would include any untrue statement of a material
fact or omit to state any material fact necessary to make the
statements therein in the light of the circumstances under which
they were made not misleading, or if it shall be necessary to
supplement such Prospectus to comply with the Act or the rules
thereunder, the Seller shall be required to notify the
Underwriters and upon the Underwriters' request to prepare and
furnish without charge to the Underwriters as many copies as the
Underwriters may from time to time reasonably request of an
amended Prospectus or a supplement to the Prospectus which shall
correct such statement or omission or effect such compliance.
C. As soon as practicable, but in any event within
120 days of the close of the period covered thereby, the Seller
will make generally available to Noteholders and to the
Underwriters an earnings statement or statements of the Trust
which will satisfy the provisions of Section 11(a) of the Act and
Rule 158 under the Act.
D. The Seller will furnish to the Underwriters and
counsel for the Underwriters, without charge, signed copies of
the Registration Statement (including exhibits thereto) and, so
long as delivery of a prospectus by the Underwriters or dealer
may be required by the Act, as many copies of the Prospectus and
any supplement thereto as the Underwriters may reasonably
request.
E. The Household Entities, jointly and severally,
agree to pay all expenses incidental to the performance of their
obligations under this Agreement, including without limitation
(i) expenses of preparing, printing and reproducing the
Registration Statement, the Prospectus, and any document
incorporated by reference in the Prospectus (including exhibits
thereto), (ii) any fees charged by any rating agency for the
rating of the Series 1998-1 Notes, (iii) any expenses (including
reasonable fees and disbursements of counsel not to exceed
$10,000) incurred by the Underwriters in connection with
qualification of the Series 1998-1 Notes for sale under the laws
of such jurisdictions as the Underwriters designate, (iv) the
fees and expenses of (A) Xxxxx Xxxxxxxxxx LLP as special counsel
for the Household Entities and (B) Xxxxxx Xxxxxxxx LLP, (v) the
fees and expenses of the Indenture Trustee and any agent of the
Indenture Trustee and the fees and disbursements of counsel for
the Indenture Trustee in connection with the Indenture, the Trust
Agreement and the Series 1998-1 Notes, (vi) the fees and expenses
of the Owner Trustee and any agent of the Owner Trustee and the
fees and disbursements of counsel for the Owner Trustee in
connection with the Indenture, the Trust Agreement and the
Series 1998-1 Notes, and (vii) the cost of delivering the
Series 1998-1 Notes to the offices of the Underwriters, insured
to the satisfaction of the Underwriters (it being understood
that, except as provided in this paragraph (E) and in Sections 9
and 10 hereof, each Underwriter will pay its own expenses,
including the expense of preparing, printing and reproducing this
Agreement, the fees and expenses of counsel for the Underwriters,
any transfer taxes on resale of any of the Series 1998-1 Notes by
it and advertising expenses connected with any offers that the
Underwriters may make).
F. The Seller will take all reasonable actions
requested by the Underwriters to arrange for the qualification of
the Series 1998-1 Notes for sale under the laws of such
jurisdictions within the United States or as necessary to qualify
for the Euroclear System or Cedel Bank, societe anonyme and as
the Underwriters may designate, will maintain such qualifications
in effect so long as required for the distribution of the
Series 1998-1 Notes and will arrange for the determination of the
legality of the Series 1998-1 Notes for purchase by institutional
investors.
G. For so long as the Series 1998-1 Notes are
outstanding, the Household Entities will furnish to the
Underwriters (i) as soon as practicable after the end of each
fiscal year of the Trust, all documents required to be
distributed to Noteholders under the Master Sale and Servicing
Agreement or the Indenture and (ii) as soon as practicable after
filing, any other information concerning the Household Entities
filed with any government or regulatory authority which is
otherwise publicly available, as the Underwriters may reasonably
request.
H. To apply the net proceeds from the sale of the
Series 1998-1 Notes in the manner set forth in the Prospectus.
I. If, between the date hereof or, if earlier, the
dates as of which information is given in the Prospectus and the
Closing Date, to the knowledge of the Seller, there shall have
been any material change, or any development involving a
prospective material change in or affecting the general affairs,
management, financial position, shareholders' equity or results
of operations of any of the Household Entities, the Seller will
give prompt written notice thereof to the Underwriters.
J. The Seller, during the period when the Prospectus
is required to be delivered under the Act or the Exchange Act,
will file all documents required to be filed with the Commission
pursuant to Section 13, 14 or 15 of the Exchange Act within the
time periods required by the Act and the Rules and Regulations
thereunder.
K. To the extent, if any, that the ratings provided
with respect to the Series 1998-1 Notes by the Rating Agency that
initially rate the Series 1998-1 Notes are conditional upon the
furnishing of documents or the taking of any other actions by the
Seller or HAFC, the Seller shall use its best efforts to furnish
or cause to be furnished such documents and take any such other
actions.
X. Xxxxxxx HAFC nor the Seller will, with the prior
written consent of the Representative, contract to sell any
automobile receivable-backed certificates or notes or other
similar securities either directly or indirectly for a period of
five (5) business days after the later of the termination of the
underwriting syndicate or the Closing Date.
M. So long as any of the Series 1998-1 Notes are
outstanding, the Household Entities shall furnish to the
Underwriters as soon as such statements are furnished to the
Trustee: (i) the annual statement as to compliance of the Master
Servicer delivered to the Trustee pursuant to Section 4.10(a) of
the Master Sale and Servicing Agreement, and (ii) the annual
statement of a firm of independent public accountants furnished
to the Trustee pursuant to Section 4.11(a) of the Master Sale and
Servicing Agreement with respect to the Master Servicer.
Section 8. Conditions of the Obligations of the
Underwriters. The obligations of the Underwriters to purchase
the Series 1998-1 Notes on the Closing Date pursuant to this
Agreement are subject to (i) the material accuracy of the
representations and warranties on the part of the Household
Entities herein contained as of the Execution Time, (ii) the
material accuracy of the statements of officers of the Household
Entities made pursuant hereto, (iii) the performance by the
Household Entities of all of their respective obligations
hereunder, and the performance by the Household Entities of all
of their respective obligations under the Seller Agreements, HAFC
Agreements and the HFC Agreements and (iv) the following
conditions as of the Closing Date:
A. If the Registration Statement has not become
effective prior to the Execution Time, unless the Underwriters
agree in writing to a later time, the Registration Statement
shall have become effective not later than 12:00 Noon New York
City time on the business day following the day on which the
public offering price was determined; if filing of the
Prospectus, or any supplement thereto, is required pursuant to
Rule 424(b), the Prospectus shall have been filed in the manner
and within the time period required by Rule 424(b); and no stop
order suspending the effectiveness of the Registration Statement
shall have been issued and no proceedings for that purpose shall
have been instituted or threatened.
B. Each of the Household Entities shall have
delivered a certificate, dated the Closing Date signed by its
President or any Vice President and its principal financial or
principal accounting officer or its Treasurer or any Assistant
Treasurer or its Secretary or any Assistant Secretary to the
effect that the signers of such certificate, on behalf of the
named Household Entity, have carefully examined Series 1998-1
Related Documents, the Prospectus (and any supplements thereto)
and the Registration Statement, stating that:
(i) the representations and warranties of
such Household Entity in this Agreement are true and
correct in all material respects at and as of the date
of such certificate as if made on and as of such date
(except to the extent they expressly relate to an
earlier date);
(ii) such Household Entity has complied, in
all material respects, with all the agreements and
satisfied, in all material respects, all the conditions
on its part to be performed or satisfied at or prior to
the date of such certificate;
(iii) nothing has come to the attention
of such Household Entity that would lead it to believe
that the Registration Statement contains any untrue
statement of a material fact or omits to state any
material fact necessary in order to make the statements
therein, in the light of the circumstances under which
they were made, not misleading; and
(iv) no stop order suspending the
effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been
instituted. or, to the knowledge of the xxxxxx,
threatened.
X. Xxxx Xxxxxx, Vice President - Corporate Law and
Assistant Secretary of Household International, Inc., shall have
delivered a favorable opinion with respect to clauses (i) through
(x) of this paragraph c, and Xxxxx Xxxxxxxxxx LLP, special
counsel to the Household Entities, shall have delivered a
favorable opinion with respect to clauses (xi) through (xiii) of
this paragraph c each opinion shall be dated the Closing Date and
shall be satisfactory in form and substance to the Underwriters
and counsel for the Underwriters, to the effect that:
(i) each of HFC, HAFC and the Seller is duly
incorporated and validly existing as a corporation in
good standing under the laws of its jurisdiction of
incorporation with corporate power and authority to own
its properties and to conduct its business, except
where failure to have such power and authority do not
have a material adverse effect, as applicable, on the
business or consolidated financial condition of HFC and
its subsidiaries, taken as a whole, or HFC, HAFC, or
the Seller, to enter into and perform its obligation
under the HFC Agreements, the HAFC Agreements or the
Seller Agreements, as applicable, and to consummate the
transactions contemplated hereby and thereby;
(ii) each of the HFC Agreements, the HAFC
Agreements or the Seller Agreements has been duly
authorized, executed and delivered by HFC, HAFC or the
Seller, as applicable, and constitute the legal, valid
and binding agreement of HFC, HAFC or the Seller, as
applicable, enforceable in accordance with its terms
subject, as to enforceability (A) to applicable
bankruptcy, reorganization, insolvency, moratorium or
other similar laws affecting creditors' rights
generally and the rights, (B) to general principles of
equity (regardless of whether enforcement is sought in
a proceedings in equity or at law) and c with respect
to rights of indemnity to limitations of public policy
under applicable securities laws;
(iii) the issuance and sale of the
Series 1998-1 Notes have been duly authorized and, when
executed and authenticated in accordance with the terms
of the Indenture and delivered to and paid for by the
Underwriters pursuant to this Agreement, will be
validly issued and outstanding, entitled to the
benefits of the Indenture, enforceable in accordance
with their terms subject, as to enforceability (A) to
applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws affecting creditors'
rights generally and the rights and remedies of
creditors of thrifts, savings institutions or national
banking associations and (B) to general principles of
equity (regardless of whether enforcement is sought in
a proceeding in equity or at law);
(iv) neither the execution nor the delivery
of the Underwriting Agreement, the Master Receivables
Purchase Agreement, the Trust Agreement, the Indenture,
the Master Sale and Servicing Agreement or the
Series 1998-1 Supplement nor the issuance or delivery
of the Series 1998-1 Notes, nor the consummation of any
of the transactions contemplated herein or therein, nor
the fulfillment of the terms of the Series 1998-1
Notes, the Underwriting Agreement, the Master
Receivables Purchase Agreement, the Trust Agreement,
the Indenture, the Master Sale and Servicing Agreement
or the Series 1998-1 Supplement will conflict with or
violate any term or provision of the charter or by-laws
of the Household Entities, or result in a breach or
violation of, or default under, or result in the
creation or imposition of any lien, charge or
encumbrance upon any property or assets of any of the
Household Entities pursuant to, any material statute
currently applicable to any of them or the Trust or any
order or regulation known to such counsel to be
currently applicable to any of them or the Trust of any
court, regulatory body, administrative agency or
governmental body having jurisdiction over the
Household Entities or the Trust, as the case may be, or
the terms of any indenture or other agreement or
instrument known to such counsel to which the Household
Entities or the Trust is a party or by which any of
them or any of their properties are bound, except where
any such conflict, breach, violation, default or
encumbrance would not have a material adverse effect on
the transactions contemplated by this Agreement.
(v) to the best knowledge of such counsel,
there is no pending or threatened action, suit or
proceeding before any court or governmental agency,
authority or body or any arbitrator with respect to the
Underwriting Agreement, the Trust, the Series 1998-1
Notes, the Master Receivables Purchase Agreement, the
Trust Agreement, the Indenture, the Master Sale and
Servicing Agreement or the Series 1998-1 Supplement or
any of the transactions contemplated herein or therein
or with respect to the Household Entities which, in the
case of any such action, suit or proceeding with
respect to any of them, would have a material adverse
effect on the Noteholders or the Trust or upon the
ability of any of the Household Entities to perform
their obligations under any of such agreements, and
there is no material contract, franchise or document
relating to the Trust or property conveyed to the Trust
which is not disclosed in the Registration Statement or
Prospectus; and the statements included in the
Registration Statement and Prospectus describing
statutes (other than those relating to tax and ERISA
matters), legal proceedings, contracts and other
documents fairly summarize the matters therein
described;
(vi) the Registration Statement has become
effective under the Act; any required filing of the
Prospectus or any supplement thereto pursuant to Rule
424 has been made in the manner and within the time
period required by Rule 424; to the best knowledge of
such counsel, no stop order suspending the
effectiveness of the Registration Statement his been
issued, no proceedings for that purpose have been
instituted or threatened; the Registration Statement
and the Prospectus (and any supplements thereto) (other
than financial and statistical information contained
therein as to which such counsel need express no
opinion) comply as to form in all material respects
with the applicable requirements of the Act and the
rules thereunder;
(vii) such counsel has no reason to
believe that at the Effective Date the Registration
Statement contained any untrue statement of a material
fact or omitted to state any material fact required to
be stated therein or necessary to make the statements
therein not misleading or that the Prospectus, as of
its date, includes any untrue statement of a material
fact or omits to state a material fact necessary to
make the statements therein, in light of the
circumstances under which they were made, not
misleading (other than financial and statistical
information contained therein as to which such counsel
need express no opinion);
(viii) to the best knowledge of such
counsel, no consent, approval, authorization, order,
registration, filing, qualification, license or permit
of or with any court or governmental agency or
regulatory body under the federal law of the United
States or the laws of the State of New York is required
in connection with the consummation of the transactions
contemplated in the Underwriting Agreement, the Trust
Agreement, the Indenture, the Master Receivables
Purchase Agreement, the Master Sale and Servicing
Agreement or the Series 1998-1 Supplement, except (A)
such consents, approvals, authorizations, orders,
registrations, filings, qualifications, licenses or
permits as have been made or obtained or as may be
required under the State securities or blue sky laws of
any jurisdiction in connection. with the purchase of
the Series 1998-1 Notes by the Underwriters and the
subsequent distribution of the Series 1998-1 Notes by
the Underwriters or (B) where the failure to have such
consents, approvals, authorizations, orders,
registrations, filings, qualifications, licenses or
permits would not have a material adverse effect on the
Trust's interests in the Receivables or the
transactions contemplated by such agreements;
(ix) the Series 1998-1 Notes, the
Underwriting Agreement, the Master Receivables Purchase
Agreement, the Trust Agreement, the Master Sale and
Servicing Agreement and the Indenture conform in all
material respects to the descriptions thereof contained
in the Registration Statement and the Prospectus;
(x) the Indenture has been duly qualified
under the Trust Indenture Act of 1939 and the Issuer is
not required to be registered under the Investment
Company Act of 1940;
(xi) the statements in the Prospectus under
the captions "Summary of Terms _ Tax Status," "Summary
of Terms _ ERISA Considerations," "ERISA
Considerations" and "Material Federal Income Tax
Consequences," "Certain Legal Aspects of the
Receivables" to the extent that they constitute matters
of law or legal conclusions with respect thereto, have
been reviewed by counsel and represent a fair and
accurate summary of the matters addressed therein,
under existing law and the assumptions stated therein.
(xii) no other filings or other actions,
with respect to the Indenture Trustee's interest in the
Receivables, are necessary to perfect the interest of
the Indenture Trustee in the Receivables, and proceeds
thereof, against third parties, except that appropriate
continuation statements must be filed in accordance
with the applicable state's requirements, which is
presently at least every five years; and
(xiii) the conditions to the use of a
registration statement on Form S-3 under the Act, as
set forth in the General Instructions to Form S-3, have
been satisfied with respect to the Registration
Statement and the Prospectus. There are no contracts
or documents which are required to be filed as exhibits
to the Registration Statement pursuant to the Act or
the Rules and Regulations thereunder which have not
been filed.
In rendering such opinion, counsel may rely (A) as to
matters involving the application of the law of any jurisdiction
other than, in the case of Xxxx X. Xxxxxx, the laws of the State
of Illinois, and in the case of Xxxxx Xxxxxxxxxx L.L.P., the laws
of the State of New York, the corporate law of the State of
Delaware and the United States Federal laws, to the extent deemed
proper and stated in such opinion, upon the opinion of other
counsel of good standing believed by such counsel to be reliable
and acceptable to you and your counsel, and (B) as to matters of
fact, to the extent deemed proper and as stated therein, on the
certificates of responsible officers of the Trust, Household
Entities and public officials. References to the Prospectus in
this paragraph C include any supplements thereto.
X. Xxxxx Xxxxxxxxxx LLP, counsel for the
Underwriters, shall have delivered a favorable opinion dated the
Closing Date with respect to the validity of the Series 1998-1
Notes, the Underwriting Agreement, the Series 1998-1 Supplement,
the Registration Statement, the Prospectus and such other related
matters as the Underwriters may reasonably require and the
Household Entities shall have furnished to such counsel such
documents as they reasonably request for the purpose of enabling
them to pass on such matters. In giving their opinion, Xxxxx
Xxxxxxxxxx LLP may rely (i) as to matters of California,
Illinois, Nevada and Delaware law (other than Delaware
corporation law) upon the opinions of counsel delivered pursuant
to subsection c above, (ii) as to matters involving the
application of laws of any jurisdiction other than the State of
New York, the United States Federal laws or the corporation law
of the State of Delaware, to the extent deemed proper and
specified in such opinion, upon the opinion of other counsel of
good standing believed to be reliable, and (iii) as to matters of
fact, to the extent deemed proper and as stated therein on
certificates of responsible officers of the Trust. Household
Entities and public officials.
X. Xxxxxxx to the Indenture Trustee shall have
delivered a favorable opinion, dated the Closing Date, and
satisfactory in form and substance to the Underwriters and
counsel for the Underwriters, the Household Entities and their
counsel, to the effect that:
(i) The Indenture Trustee has been duly incorporated
and is validly existing as a banking corporation in good
standing under the laws of the United States of America.
(ii) The Indenture Trustee has full corporate trust
power and authority to enter into and perform its
obligations under the Indenture, including, but not limited
to, its obligation to serve in the capacity of the Indenture
Trustee and to execute, issue, countersign and deliver the
Series 1998-1 Notes.
(iii) The Indenture has been duly authorized,
executed and delivered by the Indenture Trustee and
constitutes a legal, valid and binding obligation of the
Indenture Trustee enforceable against the Indenture Trustee,
in accordance with its terms, except that as to
enforceability such enforcement may (A) be subject to
applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the rights of
creditors generally and (B) be limited by general principles
of equity (whether considered in a proceeding at law or in
equity).
(iv) The Series 1998-1 Notes have been duly authorized,
executed and authenticated by the Indenture Trustee on the
date hereof on behalf of the Trust in accordance with the
Indenture.
(v) The execution, delivery and performance of the
Indenture and the Series 1998-1 Notes by the Indenture
Trustee 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 Indenture Trustee pursuant to the terms of the articles
of association or the by-laws of the Indenture Trustee or
any statute, rule, regulation or order of any governmental
agency or body, or any court having jurisdiction over the
Indenture Trustee or its property or assets or any
agreement or instrument known to such counsel, to which the
Indenture Trustee is a party or by which the Indenture
Trustee or any of its respective property or assets is
bound.
(vi) No authorization, approval, consent or order of,
or filing with, any state or federal court or governmental
agency or authority is necessary in connection with the
execution, delivery and performance by the Indenture Trustee
of the Indenture and the Series 1998-1 Notes.
F. Counsel to the Owner Trustee shall have delivered
a favorable opinion, dated the Closing Date and satisfactory in
form and substance to the Underwriters and counsel for the
Underwriters, the Household Entities and their counsel, to the
effect that:
(i) The Owner Trustee has been duly incorporated and
is validly existing as a banking corporation in good
standing under the laws of the United States of America.
(ii) The Owner Trustee has full corporate trust power
and authority to enter into and perform its obligations
under the Trust Agreement, as the case may be, including,
but not limited to, its obligation to serve in the capacity
of Owner Trustee and to execute, issue, countersign and
deliver the Note.
(iii) The Trust Agreement has been duly authorized,
executed and delivered by the Owner Trustee and constitutes
a legal, valid and binding obligation of the Owner Trustee
enforceable against the Owner Trustee, in accordance with
its terms, except that as to enforceability such enforcement
may (A) be subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting
the rights of creditors generally and (B) be limited by
general principles of equity (whether considered in a
proceeding at law or in equity).
(iv) The execution, delivery and performance of the
Trust Agreement by the Owner Trustee 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 Owner Trustee pursuant to the
terms of the articles of association or the by-laws of the
Owner Trustee or any statute, rule, regulation or order of
any governmental agency or body, or any court having
jurisdiction over the Owner Trustee or its property or
assets or any agreement or instrument known to such counsel,
to which the Owner Trustee is a party or by which the Owner
Trustee or any of its respective property or assets is
bound.
(v) No authorization, approval, consent or order of,
or filing with, any state or federal court or governmental
agency or authority is necessary in connection with the
execution, delivery and performance by the Owner Trustee of
the Trust Agreement and the Note, as applicable.
G. Wilmington Trust Company ("WLT") shall have
furnished to the Underwriters and the Household Entities a
certificate of WLT, signed by one or more duly authorized
officers of WLT, dated the Closing Date, as to the due
authorization, execution and delivery of the Trust Agreement by
WLT and the acceptance by the Owner Trustee of the trusts created
thereby and the due execution and such other matters as the
Underwriters and the Household Entities shall reasonably request.
H. The Chase Manhattan Bank ("Chase") shall have
furnished to the Underwriters and the Household Entities a
certificate of Chase, signed by one or more duly authorized
officers of Chase, dated the Closing Date, as to the due
authorization, execution and delivery of the Indenture and the
Master Sale and Servicing Agreement by Chase and the acceptance
by the Indenture Trustee of the trusts created thereby and the
due execution and delivery of the Series 1998-1 Notes by the
Indenture Trustee under the Indenture and such other matters as
the Underwriters shall reasonably request.
I. The Class A-1 Notes shall have been rated "A-1" or
its equivalent, and the Class A-2 Notes, Class A-3 Notes, the
Class A-4 Notes and Class A-5 Notes shall have been rated "AAA"
or its equivalent, in each case, by at least two nationally
recognized Ratings Agencies, the Class B-1 Notes have been rated
"AA" or its equivalent by at least two nationally recognized
Ratings Agencies and the Class B-2 Notes shall have been rated
"A" or its equivalent by at least two nationally recognized
Rating Agencies.
J. The Underwriters shall have received copies of
letters dated as of the Closing Date, from the Ratings Agencies
stating the current ratings of the Series 1998-1 Notes as set
forth in Section I above.
K. The Underwriters shall have received from Xxxxx
Xxxxxxxxxx LLP, counsel to the Household Entities, a favorable
opinion, dated the Closing Date and satisfactory in form and
substance to the Underwriters and counsel for the Underwriters,
as to true sale matters relating to the transaction, and the
Underwriters shall be addressees of any opinions of counsel
supplied to the rating organizations relating to the Series 1998-
1 Notes.
L. All proceedings in connection with the
transactions contemplated by this Agreement, and all documents
incident hereto, shall be reasonably satisfactory in form and
substance to the Underwriters and counsel for the Underwriters,
and the Underwriters and counsel for the Underwriters shall have
received such other information, opinions, certificates and
documents as they may reasonably request in writing.
M. The Prospectus and any supplements thereto shall
have been filed (if required) with the Commission in accordance
with the rules and regulations under the Act and Section 2
hereof, and prior to the Closing Date, no stop order suspending
the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been
instituted or shall be contemplated by the Commission or by any
authority administering any state securities or Blue Sky law.
N. At the Execution Time and at the Closing Date,
Xxxxxx Xxxxxxxx LLP shall have furnished to the Underwriters a
letter or letters, dated respectively as of the date of this
Agreement and the date of the Closing Date, in form and substance
satisfactory to the Underwriters and counsel for the
Underwriters.
If any condition specified in this Section 8 shall not
have been fulfilled when and as required to be fulfilled, (i)
this Agreement may be terminated by the Representative by notice
to both of the Household Entities at any time at or prior to the
Closing Date, and such termination shall be without liability of
any party to any other party except as provided in Section 9 and
(ii) the provisions of Section 9, the indemnity set forth in
Section 10, the contribution provisions set forth in Section 10
and the provisions of Sections 13 and 16 shall remain in effect.
Section 9. Reimbursement of Expenses. If the sale
of the Series 1998-1 Notes provided for herein is not consummated
because any condition to the Underwriter's obligations set forth
in Section 8 hereof is not satisfied, because of any termination
pursuant to Section 12 hereof or because of any refusal,
inability or failure on the part of the Indenture Trustee or the
Household Entities to perform any agreement herein or comply with
any provision hereof other than by reason of a default by the
Underwriters, the Household Entities, jointly and severally, will
reimburse the Underwriters upon demand for all out-of-pocket
expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by it in connection with the
proposed purchase and Sale of the Series 1998-1 Notes.
Section 10. Indemnification.
A. The Household Entities jointly and severally agree
to indemnify and hold harmless the Underwriters and each person,
if any, who controls the Underwriters within the meaning of the
Act or the Exchange Act, from and against any and all loss,
claim, damage or liability, joint or several, or any action in
respect thereof (including, but not limited to, any loss, claim,
damage, liability or action relating to purchases and sales of
the Series 1998-1 Notes), to which the Underwriters or any such
controlling person may become subject, under the Act or the
Exchange Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, (i) any
untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or the Prospectus, (ii)
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 or (iii) the omission or alleged omission
to state therein a material fact required to be stated or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, unless
(a) such untrue statement or omission or alleged untrue statement
or omission was made in reliance upon and in conformity with
written information furnished to the Seller, or information, if
any, electronically transmitted to the Seller by the Underwriters
expressly for use in the Registration Statement (or any amendment
thereof) or (b) such loss, liability, claim, damage or expense is
incurred by an Underwriter solely as a result of the
dissemination by it of Derived Information in violation of
Section 3(a) hereof; and shall reimburse the Underwriters and
each such controlling person promptly upon demand for any
documented legal or documented other expenses reasonably incurred
by the Underwriters or such controlling person in connection with
investigating or defending or preparing to defend against any
such loss, claim, damage, liability or action as such expenses
are incurred; provided, however, that the foregoing indemnity
with respect to any untrue statement contained in or omission
from the Prospectus shall not inure to the benefit of the
Underwriters if a Household Entity shall sustain the burden of
proving that the person asserting against the Underwriters the
loss, liability, claim, damage or expense purchased any of the
Series 1998-1 Notes which are the subject thereof and was not
sent or given a copy of the appropriate Prospectus (or the
appropriate Prospectus as amended or supplemented) (the term
Prospectus as used in this clause shall not include documents
incorporated by reference thereto), if required by law, at or
prior to the written confirmation of the sale of such Series 1998-
1 Notes (unless such Prospectus is amended or supplemented after
the Prospectus has been delivered pursuant to Rule 424(b)) to
such person and the untrue statement contained in or omission
from such preliminary prospectus was corrected in the appropriate
Prospectus (or the appropriate Prospectus as amended or
supplemented).
The foregoing indemnity agreement is in addition to any
liability which a Household Entity may otherwise have to the
Underwriters or any controlling person of any of the
Underwriters.
B. Each of the Underwriters agrees to severally and
not jointly indemnify and hold harmless the Household Entities,
the directors and the officers of the Household Entities who
signed the Registration Statement, and each person, if any, who
controls any Household Entity within the meaning of the Act or
the Exchange Act against any and all loss, claim, damage or
liability, or any action in respect thereof, to which a Household
Entity or any such director, officer or controlling person
thereof may become subject, under the Act or the Exchange Act or
otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, (i) any untrue statement
or alleged untrue statement of a material fact contained in the
Underwriter Information (as defined below) or (ii) the omission
or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading, and shall reimburse the applicable Household Entity,
promptly on demand, and any such director, officer or controlling
person for any documented legal or other documented expenses
reasonably incurred by such Household Entity, or any director,
officer or controlling person in connection with investigating or
defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred.
Underwriter Information means the information set forth under the
caption "Underwriting" in the Prospectus.
The foregoing indemnity agreement is in addition to any
liability which the Underwriters may otherwise have to any
Household Entity or any such director, officer or controlling
person.
C. Promptly after receipt by any indemnified party
under this Section 10 of notice of any claim or the commencement
of any action, such indemnified party shall, if a claim in
respect thereof is to be made against any indemnifying party
under this Section 10, promptly notify the indemnifying party in
writing of the claim or the commencement of that action;
provided, however, that the failure to notify an indemnifying
party shall not relieve it from any liability which it may have
under this Section 10 except to the extent it has been materially
prejudiced by such failure; and provided, further, that the
failure to notify any indemnifying party shall not relieve it
from any liability which it may have to any indemnified party
otherwise than under this Section 10.
If any such claim or action shall be brought against an
indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense
thereof with counsel reasonably satisfactory to the indemnified
party, unless such indemnified party reasonably objects to such
assumption on the ground that there may be legal defenses
available to it which are different from or in addition to those
available to such indemnifying party. After notice from the
indemnifying party to the indemnified party of its election to
assume the defense of such claim or action, except to the extent
provided in the next following paragraph, the indemnifying party
shall not be liable to the indemnified party under this Section
10 for any fees and expenses of counsel subsequently incurred by
the indemnified party in connection with the defense thereof
other than reasonable costs of investigation.
Any indemnified party shall have the right to employ
separate counsel in any such action and to participate in the
defense thereof, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless: (i) the
employment thereof has been specifically authorized by the
indemnifying party in writing; (ii) such indemnified party shall
have been advised by such counsel that there may be one or more
legal defenses available to it which are different from or
additional to those available to the indemnifying party and in
the reasonable judgment of such counsel it is advisable for such
indemnified party to employ separate counsel; or (iii) the
indemnifying party has failed to assume the defense of such
action and employ counsel reasonably satisfactory to the
indemnified party, in which case, if such indemnified party
notifies the indemnifying party in writing that it elects to
employ separate counsel at the expense of the indemnifying party,
the indemnifying party shall not have the right to assume the
defense of such action on behalf of such indemnified party, it
being understood, however, the indemnifying party shall not, in
connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for
the reasonable fees and expenses of more than one separate firm
of attorneys (in addition to local counsel) at any time for all
such indemnified parties, which firm shall be designated in
writing by the Representative, if the indemnified parties under
this Section 9 consist of the Underwriters or any of their
controlling persons, or by the Household Entities, if the
indemnified parties under this Section 9 consist of any of the
Household Entities or any of the Household Entities' directors,
officers or controlling persons, but in either case reasonably
satisfactory to the indemnified party.
Each indemnified party, as a condition of the indemnity
agreements contained in Sections 10A and B, shall use its best
efforts to cooperate with the indemnifying party in the defense
of any such action or claim. No indemnifying party shall be
liable for any settlement of any such action effected without its
written consent (which consent shall not be unreasonably
withheld), but if settled with its written consent or if there be
a final judgment for the plaintiff in any such action, the
indemnifying party agrees to indemnify and hold harmless any
indemnified party from and against any loss or liability by
reason of such settlement or judgment. No indemnifying party
shall, without prior written consent of the indemnified party,
effect any settlement of any pending or threatened action in
respect of which such indemnified party is or could have been a
party and indemnity could have been sought hereunder by such
indemnified party unless such settlement includes an
unconditional release of such indemnified party from all
liability on any claims that are the subject matter of such
action.
Notwithstanding the foregoing, if (x) the indemnified
party has made a proper request to the indemnifying party for the
payment of the indemnified party's legal fees and expenses, as
permitted hereby, and (y) such request for payment has not been
honored within thirty days, then, for so long as such request
thereafter remains unhonored, the indemnifying party shall be
liable for any settlement entered into by the indemnified party
whether or not the indemnifying party consents thereto.
D. If the indemnification provided for in this
Section 10 shall for any reason be unavailable to hold harmless
an indemnified party under Section 10A or B in respect of any
loss, claim, damage or liability, or any action in respect
thereof, referred to therein, then each indemnifying party shall,
in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of
such loss, claim, damage or liability, or action in respect
thereof, (i) in such proportion as shall be appropriate to
reflect the relative benefits received by the Household Entities
on the one hand and the Underwriters on the other from the
offering of the Notes or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative
fault of the Household Entities on the one hand and the
Underwriters on the other with respect to the statements or
omissions which resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other
relevant equitable considerations.
The relative benefits of the Underwriters and the
Household Entities shall be deemed to be in such proportion so
that the Underwriters are responsible for that portion
represented by the percentage that the underwriting discount
appearing on the cover page of the Prospectus bears to the public
offering price appearing on the cover page of the Prospectus.
The relative fault of the Underwriters and the
Household Entities shall be determined by reference to whether
the untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to
information supplied by the Household Entities or by one of the
Underwriters, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or
prevent such statement or omission and other equitable
considerations.
The Household Entities and the Underwriters agree that
it would not be just and equitable if contributions pursuant to
this Section 10D were to be determined by pro rata allocation or
by any other method of allocation which does not take into
account the equitable considerations referred to herein. The
amount paid or payable by an indemnified party as a result of the
loss, claim, damage or liability, or action in respect thereof,
referred to above in this Section 10D shall be deemed to include,
for purposes of this Section 10D, any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.
Each person, if any, who controls each Underwriter
within the meaning of the Act or the Exchange Act shall have the
same rights to contribution as each of the Underwriters and each
director of a Household Entity, each officer of a Household
Entity who signed the Registration Statement, and each person, if
any, who controls a Household Entity within the meaning of the
Act or the Exchange Act shall have the same rights to
contribution as the applicable Household Entity.
Except in the case of any loss, claim, damage,
liability or expense resulting solely from a breach of the
Underwriter's representation and warranty set forth in Section
3(a), (b) or c hereof, in no case shall any Underwriter be
responsible for any amount in excess of the underwriting discount
applicable to the Series 1998-1 Notes purchased by such
Underwriter hereunder. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
E. The Underwriters severally confirm that the
information set forth (i) in the Prospectus relating to market
making and (ii) under the caption "Underwriting" in the
Prospectus is correct and constitutes the only information
furnished in writing to a Household Entity by or on behalf of the
Underwriters specifically for inclusion in the Registration
Statement and the Prospectus.
Section 11. Default by One or More of the
Underwriters. If one or more of the Underwriters participating
in the public offering of the Series 1998-1 Notes shall fail at
the Closing Date to purchase the Series 1998-1 Notes which it is
obligated to purchase hereunder (the "Defaulted Securities"),
then the non-defaulting Underwriter shall have the right, within
24 hours thereafter, to make arrangements to purchase all, but
not less than all, of the Defaulted Securities in such amounts as
may be agreed upon and upon the terms herein set forth. If,
however, the Underwriter have not completed such arrangements
within such 24-hour period, then:
(i) if the aggregate principal amount of
Defaulted Securities does not exceed 10% of the
aggregate principal amount of the Series 1998-1 Notes
to be purchased pursuant to this Agreement, the non-
defaulting Underwriter shall be obligated to purchase
the full amount thereof, or
(ii) if the aggregate principal amount of
Defaulted Securities exceeds 10% of the aggregate
principal amount of the Series 1998-1 Notes to be
purchased pursuant to this Agreement, this Agreement
shall terminate, without any liability on the part of
any non- defaulting Underwriter.
No action taken pursuant to this Section shall relieve
the defaulting Underwriter from the liability with respect to any
default of such Underwriter under this Agreement.
In the event of a default by an Underwriter as set
forth in this Section, each of the Underwriters and the Seller
shall have the right to postpone the Closing Date for a period
not exceeding five Business Days in order that any required
changes in the Registration Statement or Prospectus or in any
other documents or arrangements may be effected.
Section 12. Termination. This Agreement shall be
subject to termination in the absolute discretion of the
Representative, by notice given to the Seller and HAFC prior to
delivery of and payment for the Series 1998-1 Notes if prior to
such time (i) trading in securities generally on the New York
Stock Exchange or the National Association of Securities Dealers
National Market System shall have been suspended or limited, or
minimum prices shall have been established on such exchange or
market system; a banking moratorium shall have been declared by
either Federal, New York State authorities or the State of
California; or (ii) there shall have occurred any outbreak or
material escalation of hostilities involving the United States of
America where armed conflict or the declaration of war appears
imminent, if, the effect of such event makes it, in the
reasonable judgment of the Representative, impractical or
inadvisable to proceed with the completion of the sale and
payment for the Series 1998-1 Notes. Upon such notice being
given, the parties to this Agreement shall (except for any
liability arising before or in relation to such termination) be
released and discharged from their respective obligations under
this Agreement.
Section 13. Representations, Warranties and
Agreements to Survive Delivery. All representations, warranties
and agreements contained in this Agreement or contained in
certificates of officers of the Household Entities submitted
pursuant hereto, shall remain operative and in full force and
effect, regardless of any investigation made by or on behalf of
the Representative or controlling person of the Representative,
or by or on behalf of the Household Entities or any officers,
directors or controlling persons and shall survive delivery of
any certificates to the Representative or any controlling person.
Section 14. Notices. All notices and other
communications hereunder shall be in writing and shall be deemed
to have been duly given if mailed or transmitted by any standard
form of telecommunication to the Underwriters at Credit Suisse
First Boston Corporation, Xxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, attention: Asset Finance Department, Fax: (212)
000-0000; if sent to any Household Entity to 0000 Xxxxxxx Xxxx,
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000, attention of General Counsel,
Fax: (000) 000-0000.
Section 15. Parties. This Agreement shall inure to
the benefit of and be binding upon the Representative and the
Household Entities, and their respective successors or assigns.
Nothing expressed or mentioned in this Agreement is intended nor
shall it be construed to give any person, firm or corporation,
other than the parties hereto or thereto and their respective
successors and the controlling persons and officers and directors
referred to in Section 9 and their heirs and legal
representatives, any legal or equitable right, remedy or claim
under or with respect to this Agreement or any provision herein
contained. This Agreement and all conditions and provisions
hereof are intended to be for the sole and exclusive benefit of
the parties and their respective successors and said controlling
persons and officers and directors and their heirs and legal
representatives (to the extent of their rights as specified
herein and therein) and except as provided above for the benefit
of no other person, firm or corporation. No purchaser of Series
1998-1 Notes from the Representative shall be deemed to be a
successor by reason merely of such purchase.
SECTION 16. GOVERNING LAW AND TIME. THIS AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND SHALL
BE CONSTRUED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE
CONFLICT OF LAWS PROVISIONS THEREOF. SPECIFIED TIMES OF DAY
REFER TO NEW YORK CITY TIME.
17. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original,
but together they shall constitute but one instrument.
18. Headings. The headings herein are inserted for convenience
of reference only and are not intended to be part of or affect
the meaning or interpretation of, this Agreement.
If the foregoing is in accordance with the
Representative's understanding of our agreement, please sign and
return to us a counterpart hereof, whereupon this instrument
along with all counterparts will become a binding agreement
between the Representative, the Seller, HAFC and HFC in
accordance with its terms.
Very truly yours,
HOUSEHOLD FINANCE CORPORATION
By:
Name:
Title:
HOUSEHOLD AUTO RECEIVABLES CORPORATION
By:
Name:
Title:
HOUSEHOLD AUTOMOTIVE FINANCE
CORPORATION
By:
Name:
Title:
CONFIRMED AND ACCEPTED, as of
the date first above written:
CREDIT SUISSE FIRST BOSTON CORPORATION
Acting on its own behalf and as Representative of the
Underwriters referred to in the foregoing Agreement
By:
Name:
Title: Authorized Signatory
[Underwriting Agreement]
Schedule 1
Purchase Price (excluding accrued interest)
Class A-1 Class A-2 Class A-3 Class A-4 Class A-5 Class B-1
Credit Suisse First Boston 99.835000 99.775000 99.750000% 99.730000% 99.733750% 99.605625%
Corporation % %
X.X. Xxxxxx Securities Inc. 99.835000 99.775000 99.750000% 99.730000% 99.733750% 99.605625%
% %
Xxxxxx Xxxxxxx & Co. 99.835000 99.775000 99.750000% 99.730000% 99.733750% 99.605625%
Incorporated % %
Xxxxxxx Xxxxx Xxxxxx Inc. 99.835000 99.775000 99.750000% 99.730000% 99.733750% 99.605625%
% %
Notional Principal Amount
Class A-1 Class A-2 Class A-3
Credit Suisse
First Boston Corporation $111,496,000 $37,800,000 $100,100,000
X.X. Xxxxxx Securities Inc. 0 5,400,000 14,300,000
Xxxxxx Xxxxxxx & Co. Incorporated 13,937,000 5,400,000 14,300,000
Xxxxxxx Xxxxx Xxxxxx Inc. 13,937,000 5,400,000 14,300,000
Total $139,370,000 $54,000,000 $143,000,000
Class A-4 Class A-5 Class B-1
Credit Suisse
First Boston Corporation $56,583,000 $70,000,000 $69,513,000
X. X. Xxxxxx Securities Inc. 8,083,000 10,000,000 9,930,000
Xxxxxx Xxxxxxx & Co. Incorporated 8,083,000 10,000,000 9,930,000
Xxxxxxx Xxxxx Xxxxxx Inc. 8,083,000 10,000,000 9,930,000
Total $80,832,000 $100,000,000 $99,303,000
Proceeds (excluding accrued interest)
Class A-1 Class A-2 Class A-3
Credit Suisse
First Boston Corporation $97,398,028 $37,714,950 $99,849,750
X.X. Xxxxxx Securities Inc. 0 5,387,850 14,264,250
Xxxxxx Xxxxxxx & Co.
Incorporated 13,914,000 5,387,850 14,264,250
Xxxxxxx Xxxxx Xxxxxx Inc. 13,914,000 5,387,850 14,264,250
Total $139,140,000 $53,878,500 $142,642,500
Class A-4 Class A-5 Class B-1
Credit Suisse
First Boston Corporation $56,430,000 $69,813,625 $69,238,858
X.X. Xxxxxx Securities Inc. 8,061,176 9,973,375 9,890,839
Xxxxxx Xxxxxxx & Co.
Incorporated 8,061,176 9,973,375 9,890,839
Xxxxxxx Xxxxx Xxxxxx Inc. 8,061,176 9,973,375 9,890,839
Total $80,613,754 $99,733,750 $98,911,374
