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EXHIBIT 4.2
INDENTURE
FOR
SENIOR DEBT SECURITIES
DATED AS OF MARCH 1, 2001
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This Indenture, dated as of the first day of March, 2001, 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 0000 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000, and The
Chase Manhattan Bank, a banking corporation organized and existing by virtue of
the banking laws of the State of New York (hereinafter called the "Trustee"),
and having its principal Corporate Trust Office in The City of New York, New
York, which office, at the date hereof, is located at 000 Xxxx 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000.
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;
WHEREAS, the Company desires to create a series of Notes to be issuable
under this Indenture and to be known as the HFC InterNotes(SM) (hereinafter the
"InterNotes"), due nine months or more from date of issue and to be unlimited in
aggregate principal amount, and the terms and provisions thereof to be as
hereinafter set forth; and
WHEREAS, all things necessary to make the InterNotes, when executed by the
Company and authenticated and delivered by the Trustee and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and 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 of the Notes or of series
thereof, as follows:
Article 1. Standard Provisions. Except as specifically set forth herein,
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,
except as specifically noted herein, shall be deemed to be a part hereof to the
same capitalized terms which are used herein and not otherwise defined herein
are defined in the Provisions and are used herein with the same
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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:
Indentures dated as of October 1, 1992 and December 1, 1993 between the
Company and the Trustee
Article 3. Designation and Terms of the InterNotes. A series of Notes
created pursuant to this Indenture shall be known and designated as the "HFC
InterNotes" of the Company.
Each InterNote will be dated and issued as of the date of its
authentication by the Trustee. Each InterNote shall also bear an Original Issue
Date (as hereinafter defined) which, with respect to any InterNote (or any
portion thereof), shall mean the date of its original issue, as specified in
such InterNote (the "Original Issue Date"), and such Original Issue Date shall
remain the same if such InterNote is subsequently issued upon transfer,
exchange, or substitution of such InterNote regardless of its date of
authentication. Principal of any InterNote shall become due and payable on such
date nine months or more from the Original Issue Date of such Note, as specified
on such Note. Interest rates will be subject to change from time to time, but no
such change will affect any InterNote theretofore issued. Interest shall be
computed on the basis specified in each InterNote.
Each InterNote will bear interest from the Original Issue Date, or from the
most recent date to which interest has been paid or duly provided for, at the
rate per annum stated therein until the principal thereof is paid or made
available for payment. Interest will be payable either monthly, quarterly,
semi-annually or annually on each Interest Payment Date and at Maturity.
Interest will be payable to the person in whose name a Note is registered at the
close of business on the Regular Record Date next preceding each Interest
Payment Date; provided, however, interest payable at Maturity will be payable to
the person to whom principal shall be payable. Interest on the InterNote will be
computed on the basis of a 360-day year of twelve 30-day months.
The Interest Payment Dates for an InterNote that provides for monthly
interest payments shall be the fifteenth day of each calendar month beginning in
the first calendar month following the month the InterNote was issued. In the
case of an InterNote that provides for quarterly interest payments, the Interest
Payment Dates shall be the fifteenth day of every third month, beginning in the
third calendar month following the month the InterNote was issued. In the case
of an InterNote that provides for semi-annual interest payments, the Interest
Payment Dates shall be the fifteenth day of every sixth month, beginning in the
sixth calendar month following the month the InterNote was issued. In the case
of an InterNote that provides for annual interest payments, the Interest Payment
Dates shall be the fifteenth day of every twelfth month, beginning in the
twelfth calendar month following the month the InterNote was issued. The Regular
Record Date referred to in Section 2.07 of the Provisions with respect to any
Interest Payment Date will be the first day of the calendar month (whether or
not a Business Day) in which such Interest Payment Date occurs, except that the
Regular Record Date with respect to the final Interest Payment Date will be the
final Interest Payment Date.
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Payment of principal of the InterNotes and, unless otherwise paid as
hereinafter provided, the interest thereon will be made at the office or agency
of the Company in New York, New York; provided, however, that payment of
interest may be made at the option of the Company by check or draft mailed to
the Person entitled thereto at his address appearing in the Note Register or by
wire transfer to an account designated by such Person to the Paying Agent not
later than ten days prior to the date of such payment.
Unless otherwise specified in an InterNote, the cities of New York, New
York and Chicago, Illinois shall be the reference cities for determining a
Business Day.
The InterNotes may be issued only as registered notes, without coupons, in
minimum denominations of $1,000 and any larger denomination which is an integral
multiple of $1,000.
Upon the execution of this Indenture, or from time to time thereafter,
InterNotes, without limitation as to aggregate principal amount, may be executed
by the Company and delivered to the Trustee for authentication, and the Trustee
shall thereupon authenticate and deliver said InterNotes to or upon a Company
Order.
Article 4. Redemption of InterNotes. Each InterNote may be redeemed by the
Company in whole or in part if so provided pursuant to the terms of such
InterNote issued by the Company. Notwithstanding the provisions of Section 5.03
of the Provisions, the Company may redeem any InterNote which by its terms is
redeemable prior to Stated Maturity without also redeeming any other InterNote
which is redeemable prior to Stated Maturity. The selection of InterNotes to be
redeemed prior to Stated Maturity shall be in the sole discretion of the
Company.
Article 5. Repayment of InterNotes at Option of Holders. Each InterNote
shall be subject to repayment by the Company at the option of the Holder prior
to its Stated Maturity if so provided pursuant to the terms of such InterNote
issued by the Company, on such terms as set forth in such InterNote.
Article 6. Survivor's Option. If so specified in any InterNote, the
representative of a deceased beneficial owner of the InterNote or a beneficial
interest in the InterNote shall have the option to elect repayment of such
InterNote or interest following the death of the owner (a "Survivor's Option").
Unless otherwise specifically provided for on the face of the InterNote, no
Survivor's Option may be exercised if the deceased owner of the InterNote or a
beneficial interest in the InterNote has held such InterNote or interest for
less than six months prior to that owner's death.
Pursuant to exercise of the Survivor's Option, the Company shall repay any
InterNote (or portion thereof) properly tendered for repayment by or on behalf
of the person (the "Representative") that has authority to act on behalf of the
deceased beneficial owner of such InterNote under the laws of the appropriate
jurisdiction (including, without limitation, the personal representative,
executor, surviving joint tenant or surviving tenant by the entirety of such
deceased beneficial owner) at a price equal to 100% of the principal amount of
the beneficial interest of the deceased owner in such InterNote plus accrued
interest to the date of such repayment, subject to the following limitations:
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(a) The Company may, in its sole discretion, limit the aggregate
principal amount of InterNotes as to which exercises of the Survivor's
Option shall be accepted in any calendar year (the "Annual Put Limitation")
to the greater of 2% of the Outstanding principal amount of the InterNotes
as of the end of the most recent calendar year or $2,000,000. The Company
in its sole discretion may also limit to $250,000 for any calendar year,
the aggregate principal amount of InterNotes (or portions thereof) as to
which exercise of the Survivor's Option will be accepted with respect to
any individual deceased owner of beneficial interests in such InterNotes
(the "Individual Put Limitation").
(b) The Company shall not make principal repayments pursuant to
exercise of the Survivor's Option in amounts that are less than $1,000, or
other than in integral multiples of $1,000.
(c) Any InterNote (or portion thereof) tendered pursuant to a valid
exercise of the Survivor's Option may not be withdrawn.
Each InterNote (or portion thereof) that is tendered pursuant to valid
exercise of the Survivor's Option shall be accepted promptly in the order all
such InterNotes are tendered, except for any InterNote (or portion thereof) the
acceptance of which would contravene (i) the Annual Put Limitation, if applied,
or (ii) the Individual Put Limitation, if applied, with respect to the relevant
individual deceased owner of beneficial interests therein. If, as of the end of
any calendar year, the aggregate principal amount of InterNotes (or portions
thereof) that have been accepted pursuant to exercise of the Survivor's Option
during such year has exceeded either the Annual Put Limitation, if applied, or
the Individual Put Limitation, if applied, for such year, any exercise(s) of the
Survivor's Option with respect to InterNotes (or portions thereof) not accepted
during such calendar year because such acceptance would have contravened either
such limitation, if applied, shall be deemed to be tendered in the following
calendar year in the order all such InterNotes (or portions thereof) were
tendered. Unless otherwise specified in such InterNote, any InterNote (or
portion thereof) accepted for repayment pursuant to exercise of the Survivor's
Option shall be repaid on the first Interest Payment Date that occurs 20 or more
calendar days after the date of such acceptance.
In order for a Survivor's Option to be validly exercised with respect to
any InterNote (or portion thereof), the Trustee must receive from the
Representative of the deceased owner (i) a written request for repayment signed
by the Representative, and such signature must be guaranteed by a member firm of
a registered national securities exchange or of the National Association of
Securities Dealers, Inc. (the "NASD") or a commercial bank or trust company
having an office or correspondent in the United States, (ii) tender of an
InterNote (or portion thereof) to be repaid, (iii) appropriate evidence
satisfactory to the Trustee and the Company that (A) the deceased was the owner
of a beneficial interest in such InterNote at the time of death and for at least
six months prior to such owner's death, (B) the death of such beneficial owner
has occurred and (C) the Representative has authority to act on behalf of the
deceased beneficial owner, (iv) if applicable, a properly executed assignment or
endorsement, and (v) if the beneficial interest in such InterNote is held by a
nominee of the deceased beneficial owner, a certificate or letter satisfactory
to the Trustee and the Company from such nominee attesting to the deceased's
ownership of a beneficial interest in such InterNote, and (vi) tax waivers and
such
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other instruments or documents that the Trustee or the Company reasonably
requires in order to establish the validity of ownership of the InterNotes and
the claimant's entitlement to payment. Notwithstanding the foregoing, the
eligibility or validity of any exercise of the Survivor's Option, shall be
subject to the final approval of the Company, in its sole discretion, which
final approval shall be final and binding on all parties. In the event that an
InterNote (or any portion thereof) tendered for repayment pursuant to valid
exercise of the Survivor's Option is not accepted, the Trustee shall deliver a
notice by first-class mail to the Representative, that states the reason such
InterNote (or portion thereof) has not been accepted for payment.
The death of a person owning an InterNote in joint tenancy or tenancy by
the entirety with another or others shall be deemed the death of the owner of
the InterNote, and the entire principal amount of the InterNote so held shall be
subject to repayment, together with interest accrued thereon to the repayment
date. The death of a person owning an InterNote by tenancy in common shall be
deemed the death of an owner of an InterNote only with respect to the deceased
owner's interest in the InterNote so held by tenancy in common; except that in
the event an InterNote is held by husband and wife as tenants in common, the
death of either shall be deemed the death of the owner of the InterNote, and the
entire principal amount of the InterNote so held shall be subject to repayment.
The death of a person who, during his or her lifetime, was entitled to
substantially all of the beneficial interests of ownership of an InterNote,
shall be deemed the death of the owner thereof for purposes of this provision,
regardless of the registered holder, if such beneficial interest can be
established to the satisfaction of the Trustee and the Company. Such beneficial
interest shall be deemed to exist in typical cases of nominee ownership,
ownership under the Uniform Transfers to Minors Act, community property or other
joint ownership arrangements between a husband and wife and custodial and trust
arrangements where one person has substantially all of the beneficial ownership
interest in the InterNote during his or her lifetime.
For InterNotes represented by a Global Note, the Depository or its nominee
shall be the holder of such InterNote and therefore shall be the only entity
that can exercise the Survivor's Option for such InterNote. To obtain repayment
pursuant to exercise of the Survivor's Option with respect to such InterNote,
the Representative must provide to the broker or other entity through which the
beneficial interest in such InterNote is held by the deceased owner (i) the
documents described in clauses (i), (iii) and (vi) of the second preceding
paragraph and (ii) instructions to such broker or other entity to notify the
Depository of such Representative's desire to obtain repayment pursuant to
exercise of the Survivor's Option. Such broker or other entity shall provide to
the Trustee (i) the documents received from the Representative referred to in
clause (i) of the preceding sentence and (ii) a certificate satisfactory to the
Trustee from such broker or other entity stating that it represents the deceased
beneficial owner. Such broker or other entity shall be responsible for
disbursing any payments it receives pursuant to exercise of the Survivor's
Option to the appropriate Representative.
Article 7. Global Notes. The InterNotes will be issued initially in the
form of Global Notes. "Global Note" means a registered Note evidencing one or
more InterNotes, issued to the Depository for such InterNotes in accordance with
this Article and bearing the legend prescribed in this Article. A single Global
Note will represent all Notes issued on the same day and having the same terms,
including, but not limited to, the same Interest Payment Dates, rate of
interest, Stated Maturity, and redemption or repayment provisions (if any),
including any Survivor's
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Option. The Company shall execute and the Trustee shall, in accordance with this
Article and the Company Order with respect to the InterNotes, authenticate and
deliver one or more Global Notes in temporary or permanent form that (i) shall
represent and shall be denominated in an aggregate amount equal to the aggregate
principal amount of the InterNotes to be represented by one or more Global
Notes, (ii) shall be registered in the name of the Depository for such Global
Note or Notes or the nominee of such Depository, (iii) shall be delivered by the
Trustee to such Depository or pursuant to such Depository's instructions and
(iv) shall bear a legend substantially to the following effect in addition to
the legend required by Section 2.11(a) of the Provisions: "Unless this Global
Note is presented by an authorized representative of the Depository to the
Issuer or its agent for registration of transfer, exchange or payment, and any
InterNote issued is registered in the name of the Depository or in such other
name as is requested by the Depository, any transfer, pledge or other use hereof
for value or otherwise by or to any person shall be wrongful inasmuch as the
registered owner hereof, the Depository, has an interest herein.
Notwithstanding Section 2.05 of the Provisions, unless and until it is
exchanged in whole or in part for Notes in definitive form, a Global Note
representing one or more InterNotes may not be transferred except as a whole by
the Depository, to a nominee of such Depository or by a nominee of such
Depository to such Depository or another nominee of such Depository or by such
Depository or any such nominee to a successor Depository for the InterNotes or a
nominee of such successor Depository.
The third paragraph of Section 2.05 of the Provisions shall not apply to
InterNotes issued in the form of Global Notes.
If at any time the Depository for the InterNotes notifies the Company that
it is unwilling or unable to continue as Depository for the InterNotes or if at
any time the Depository for the InterNotes shall no longer be registered or in
good standing under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation, the Company shall appoint a successor
Depository with respect to the InterNotes. If a successor Depository for the
InterNotes is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company will
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of definitive InterNotes, will authenticate and deliver InterNotes
in definitive form in an aggregate principal amount equal to the principal
amount of the Global Note or Notes representing such InterNotes in exchange for
such Global Note or Notes.
The Company may at any time and in its sole discretion determine that the
InterNotes issued in the form of one or more Global Notes shall no longer by
represented by such Global Note or Notes. In such event the Company will
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of definitive InterNotes will authenticate and deliver InterNotes
in definitive form in an aggregate principal amount equal to the principal
amount of the Global Note or Notes representing such InterNotes in exchange for
such Global Note or Notes.
The Depository for such InterNotes may surrender a Global Note or Notes for
such InterNotes in exchange in whole or in part for InterNotes in definitive
form on such terms as are
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acceptable to the Company and such Depository. Thereupon, the Company shall
execute, and the Trustee shall authenticate and deliver, without service charge:
(i) to each Person specified by such Depository a new InterNote
or Notes, of any authorized denomination as requested by such Person
in aggregate principal amount equal to and in exchange for such
Person's beneficial interest in the Global Note; and
(ii) to such Depository a new Global Note in a denomination equal
to the difference, if any, between the principal amount of the
surrendered Global Note and the aggregate principal amount of
InterNotes delivered to Holders thereof.
In any exchange provided for in this Article, the Company will execute and
the Trustee will authenticate and deliver InterNotes in definitive registered
form in authorized denominations.
Upon the exchange of a Global Note for InterNotes in definitive form, such
Global Note shall be cancelled by the Trustee. InterNotes issued in exchange for
a Global Note pursuant to this Article shall be registered in such names and in
such authorized denominations as the Depository for such Global Note, pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such InterNotes to the persons
in whose names such InterNotes are so registered.
Article 8. Amendments. Notwithstanding Articles II and XI of the
Provisions, the Company may, by Board Resolution or by Supplemental Indenture,
amend this Indenture to provide for additional definitions, terms and provisions
relating to InterNotes. Any such Board Resolution or Supplemental Indenture will
not adversely affect the rights and privileges of Holders of InterNotes issued
prior to such Board Resolution or Supplemental Indenture and shall not affect
the Trustee's own rights, duties or immunities under this Indenture or otherwise
without its prior written consent.
Article 9. Amendments to the Provisions. The Provisions, as incorporated
herein are hereby amended as follows:
A. The following language is hereby inserted at the end of the definition
of "Indenture" in Section 1.01: "The term "Indenture" also includes the terms of
particular series of Notes established as contemplated by Section 2.01".
B. Section 1.12 is hereby restated in its entirety to read as follows:
"Section 1.12. The Indenture and each Note issued hereunder shall be
construed in accordance with and governed by the laws of the State of
Illinois, provided that the immunities and standard of care of the Trustee
in connection with the administration of its trusts hereunder shall be
construed in accordance with and governed by the laws of the State of New
York.
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C. The last paragraph of Section 6.03 is hereby amended to change the
references to Sections 2.06 and 2.07 to Sections 2.05 and 2.06.
D. Section 7.12, prior to the proviso, is hereby restated in its entirety
to read as follows:
"Section 7.12. The Holders of a majority in principal amount of the
Outstanding Notes of a series shall 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 with
respect to such series,"
E. Section 8.01(c) is hereby amended by adding the words "of a series"
after the words "Outstanding Notes" on the fourth line of clause (3) thereof and
by adding the words "with respect to such series" on the seventh line of clause
(3) thereof after the word "Indenture".
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
By:
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Attest:
(Corporate Seal)
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Assistant Secretary
THE CHASE MANHATTAN BANK
By:
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Attest:
---------------------------------- (Corporate Seal)
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