EXHIBIT 1
HOUSEHOLD FINANCE CORPORATION
UNDERWRITING AGREEMENT
[Name(s) of Representative(s)]
[Address]
, 199_
Dear Sirs:
From time to time Household Finance Corporation, a Delaware corporation (the
"Company"), proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement") in the form of Annex I hereto, with such additions and
deletions as the parties thereto may determine, and, subject to the terms and
conditions stated herein and therein, to issue and sell to the underwriters
named in Schedule I to the applicable Pricing Agreement (with respect to each
such Pricing Agreement, the "Underwriters") certain of its debt securities (the
"Debt Securities") and, if applicable, warrants to purchase Debt Securities
(the "Warrants") specified in Schedule II to such Pricing Agreement (with
respect to each such Pricing Agreement, the "Designated Debt Securities" and
the "Designated Warrants").
The terms and rights of any particular issuance of Designated Debt Securities
shall be as specified in the applicable Pricing Agreement and in or pursuant to
the indenture, as it may be supplemented from time to time (the "Indenture"),
identified in such Pricing Agreement. The terms and rights of any particular
issuance of Designated Warrants shall be as specified in the applicable Pricing
Agreement and in the warrant agreement (the "Warrant Agreement") identified in
such Pricing Agreement. Each Pricing Agreement shall constitute an agreement by
the Company and the Underwriters to be bound by all of the provisions of this
Agreement.
1. Particular sales of Designated Debt Securities and Designated Warrants may
be made from time to time to the Underwriters of such Debt Securities and
Warrants for whom the firms designated as representatives of the Underwriters
of such Debt Securities and Warrants in the Pricing Agreement relating thereto
will act as representatives (the "Representatives"). The term "Representatives"
also refers to a single firm acting as sole representative of the Underwriters
and to Underwriters who act without any firm being designated as their
representative. This Agreement shall not be construed as an obligation of the
Company to sell any of the Debt Securities or Warrants or as an obligation of
any of the Underwriters to purchase the Debt Securities or Warrants. The
obligation of the Company to issue and sell any of the Debt Securities or
Warrants and the obligation of any of the Underwriters to purchase any of the
Debt Securities or Warrants shall be evidenced by the Pricing Agreement with
respect to the Designated Debt Securities and Designated Warrants specified
therein. Each Pricing Agreement shall specify the aggregate principal amount of
such Designated Debt Securities and the number of Designated Warrants, the
public offering price of such Designated Debt Securities, the purchase price to
the Underwriters of such Designated Debt Securities, the names of the
Underwriters of such Designated Debt Securities, the names of the
Representatives of such Underwriters and the principal amount of such
Designated Debt Securities and Designated Warrants to be purchased by each
Underwriter, whether any of such Designated Debt Securities and Designated
Warrants are to be purchased from the Company pursuant to delayed delivery
contracts on terms to be specified in the Pricing Agreement and such contracts
("Delayed Delivery Contracts") and shall set forth the date, time and manner of
delivery of such
Designated Debt Securities and Designated Warrants and payment for such
Designated Debt Securities and Designated Warrants. The Pricing Agreement shall
also specify (to the extent not set forth in the registration statement and
prospectus with respect thereto) the terms of such Designated Debt Securities
and Designated Warrants. A Pricing Agreement shall be in the form of an
executed writing (which may be in counterparts), and may be evidenced by an
exchange of telegraphic communications or any other rapid transmission device
designed to produce a written record of communications transmitted. The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.
2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) A registration statement (Registration No. 33- ) in respect of
the Debt Securities and the Warrants has been filed with the Securities and
Exchange Commission (the "Commission") in the form heretofore delivered or
to be delivered to the Representatives and, excluding exhibits to such
registration statement, but including all documents incorporated by
reference therein, to the Representatives for each of the other
Underwriters and such registration statement in such form has been declared
effective by the Commission and no stop order suspending the effectiveness
of such registration statement has been issued and no proceeding for that
purpose has been initiated or threatened by the Commission (any preliminary
prospectus included in such registration statement being hereinafter called
a "Preliminary Prospectus"; such registration statement, including all
exhibits thereto but excluding each Form T-1, as amended at the time such
registration statement or any part thereof became effective, being
hereinafter called the "Registration Statement"; the prospectus included in
the Registration Statement, in the form in which it has most recently been
filed with, or transmitted for filing to, the Commission pursuant to Rule
424 of Regulation C on or prior to the date of this Agreement being
hereinafter called the "Prospectus"); any reference herein to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the documents, if any, incorporated by reference therein pursuant
to the applicable form under the Securities Act of 1933, as amended (the
"Act"), as of the date of such Preliminary Prospectus or Prospectus, as the
case may be; any reference to any amendment or supplement to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include any documents filed after the date of such Preliminary Prospectus
or Prospectus, as the case may be, under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and so incorporated by reference;
and any reference to the Prospectus as amended or supplemented shall be
deemed to refer to the Prospectus as amended or supplemented in relation to
the applicable Designated Debt Securities and Designated Warrants in the
form in which it is filed with the Commission pursuant to Rule 424 under
the Act in accordance with Section 5(a) hereof including any documents
incorporated by reference therein as of the date of such filing or
transmission;
(b) The documents incorporated by reference in the Prospectus, when they
became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; and any further documents so filed and incorporated by
reference in the Prospectus and in the Prospectus as amended or
supplemented, when they become effective or are filed with the Commission,
as the case may be, will conform in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and the rules
and regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty shall
not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter of Designated Debt Securities and Designated Warrants through
the Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities;
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(c) The Registration Statement and the Prospectus conform, and any
amendments or supplements thereto will conform, in all material respects to
the requirements of the Act and the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act") and the rules and regulations of the Commission
thereunder; the Registration Statement and any amendment thereof (including
the filing of any annual report on Form 10-K), at the time it became
effective, did not contain an untrue statement of the material fact or omit
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading; and the Prospectus, at the time the
Registration Statement became effective did not, as of the date hereof does
not and as of the Time of Delivery (as hereinafter defined) will not,
contain an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter of
Designated Debt Securities and Designated Warrants through the
Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Debt Securities and Warrants;
(d) The financial statements included in the Registration Statement
present fairly the financial position of the Company and subsidiaries as of
the dates indicated and the results of their respective operations for the
periods specified; and said financial statements have been prepared in
conformity with generally accepted accounting principles applied on a basis
which is consistent in all material respects during the periods involved;
(e) Since the date of the latest audited financial statements in the
Prospectus there has not been any material change in the capital stock or
long-term debt of the Company (except for changes resulting from the
purchase by the Company of its outstanding securities for sinking fund
purposes) or any material adverse change in the general affairs or
management or the consolidated financial position, shareholders' equity or
results of operations of the Company and its subsidiaries taken as a whole,
otherwise than as set forth or contemplated in the Prospectus;
(f) The Company and its significant subsidiaries within the meaning of
Rule 1-02 of Regulation S-X under the Act (the "significant subsidiaries")
are validly organized and existing corporations under the laws of their
respective jurisdictions of incorporation; and the Company and its
significant subsidiaries are duly authorized under statutes which regulate
the business of insurance or the business of making loans or of financing
the sale of goods (commonly called "small loan laws," "consumer finance
laws," or "sales finance laws"), or are permitted under the general
interest statutes and related laws and court decisions, to conduct in the
various jurisdictions in which they do business the respective businesses
therein conducted by them as described in the Prospectus, except where
failure to be so authorized or permitted will not have a material adverse
effect on the business or consolidated financial condition of the Company
and its subsidiaries taken as a whole;
(g) There are no legal or governmental proceedings pending, other than those
referred to in the Prospectus, to which the Company or any of its subsidiaries
is a party or of which any property of the Company or any of its subsidiaries
is the subject, other than proceedings which are not reasonably expected,
individually or in the aggregate, to have a material adverse effect on the
consolidated financial position, shareholders' equity or results of operations
of the Company and its subsidiaries taken as a whole; and, to the best of the
Company's knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;
(h) The Debt Securities and the Warrants have been duly authorized, and,
when issued and delivered pursuant to this Agreement, the Pricing Agreement
and any Delayed Delivery Contracts will have been duly executed,
authenticated, issued and delivered and will constitute valid and legally
binding obligations of the Company entitled to the benefits provided by the
Indenture and the Warrant Agreement under which such Debt Securities and
Warrants are to be issued, the Indenture and the Warrant Agreement to be
substantially in the forms filed as exhibits to the Registration Statement;
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the Indenture has been duly authorized and, when executed and delivered by
the Company and the Trustee thereunder, the Indenture and the Warrant
Agreement will constitute valid and legally binding instruments enforceable
in accordance with their respective terms except as enforceability may be
limited by bankruptcy, insolvency, reorganization or other laws relating to
or affecting the enforcement of creditors' rights or by general principles
of equity; and the Debt Securities, the Warrants, the Indenture and the
Warrant Agreement conform to the descriptions thereof in the Prospectus as
originally filed with the Commission, and will conform to the descriptions
thereof in the Prospectus as amended or supplemented;
(i) The issue and sale of the Debt Securities and the Warrants and
compliance by the Company with all of the provisions of the Debt
Securities, the Warrants, the Indenture, the Warrant Agreement, this
Agreement, any Pricing Agreement and any Delayed Delivery Contracts will
not conflict with or result in a breach of any of the terms or provisions
of, or constitute a default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any of the property or assets of
the Company or any of its subsidiaries pursuant to the terms of any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries may be bound or to which any
of the property or assets of the Company or any of its subsidiaries is
subject (except for conflicts, breaches and defaults which would not,
individually or in the aggregate, be materially adverse to the Company and
its subsidiaries taken as a whole or materially adverse to the transactions
contemplated by this Agreement), nor will such action result in any
violation of the provisions of the Certificate or Articles of
Incorporation, as amended, or the By-Laws of the Company or any of its
subsidiaries or any statute or any order, rule or regulation applicable to
the Company or any of its subsidiaries of any court or of any Federal,
State or other regulatory authority or other governmental body having
jurisdiction over the Company or any of its subsidiaries; and no consent,
approval, authorization, order, registration or qualification of or with
any court or any such regulatory authority or other governmental body is
required for the issue and sale of the Debt Securities and the Warrants or
the consummation of the other transactions contemplated in this Agreement,
any Pricing Agreement, or any Delayed Delivery Contracts except the
registration under the Act of the Debt Securities and the Warrants, the
qualification of the Indenture under the Trust Indenture Act and such
consents, approvals, authorizations, registrations or qualifications as may
be required under State securities or Blue Sky laws in connection with the
purchase and distribution of the Debt Securities and the Warrants by the
Underwriters; and
(j) Xxxxxx Xxxxxxxx & Co., who have certified certain financial
statements included in the Registration Statement and the Prospectus, are
independent public accountants as required by the Act and the rules and
regulations of the Commission thereunder.
3. Upon the execution of the Pricing Agreement applicable to any Designated
Debt Securities and Designated Warrants and authorization by the
Representatives of the release of such Designated Debt Securities and
Designated Warrants, the several Underwriters propose to offer such Designated
Debt Securities and Designated Warrants for sale upon the terms and conditions
set forth in the Prospectus and any amendment or supplement thereto relating to
such Designated Debt Securities and Designated Warrants.
4. Designated Debt Securities and Designated Warrants to be purchased by each
Underwriter pursuant to the Pricing Agreement relating thereto, in definitive
form to the extent practicable, and in such authorized denominations and
registered in such names as the Representatives may request upon at least
forty-eight hours' prior notice to the Company, shall be delivered by or on
behalf of the
Company to the Representatives for the account of such Underwriter, against
payment by such Underwriter or on its behalf of the purchase price therefor by
certified or official bank check or checks, payable to the order of the Company
in the funds specified in such Pricing Agreement, all at the place and time and
date specified in such Pricing Agreement or at such other place and time and
date as the
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Representatives and the Company may agree upon in writing, such time and date
being herein called the "Time of Delivery" for such Designated Debt Securities
and Designated Warrants.
5. The Company agrees with each of the Underwriters of any Designated Debt
Securities and Designated Warrants:
(a) To make no further amendment or any supplement to the Registration
Statement or Prospectus as amended or supplemented after the date of the
Pricing Agreement relating to such Debt Securities and Warrants and prior
to the Time of Delivery for such Debt Securities and Warrants which shall
be disapproved by the Representatives promptly after reasonable notice
thereof; to advise the Representatives promptly of any such amendment or
supplement after such Time of Delivery and furnish the Representatives with
copies thereof and to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act for so
long as the delivery of a prospectus is required in connection with the
offering or sale of such Debt Securities and Warrants, and during such same
period to advise the Representatives, promptly after it receives notice
thereof, of the time when any amendment to the Registration Statement has
been filed or become effective, or any supplement to the Prospectus or any
amended Prospectus has been filed or transmitted for filing, of the
issuance by the Commission of any stop order or of any order preventing or
suspending the use of any Prospectus, of the suspension of the
qualification of such Debt Securities and Warrants for offering or sale in
any jurisdiction, of the initiation or threatening of any proceeding for
any such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for additional
information; and in the event of the issuance of any such stop order or of
any such order preventing or suspending the use of any Prospectus or
suspending any such qualification, to use promptly its best efforts to
obtain its withdrawal;
(b) Promptly from time to time to take such action as the Representatives
may reasonably request to qualify such Debt Securities and Warrants for
offering and sale under the securities laws of such jurisdictions as the
Representatives may request and to comply with such laws so as to permit
the continuance of sales and dealings therein in such jurisdictions for as
long as may be necessary to complete the distribution of such Debt
Securities and Warrants, provided that in connection therewith the Company
shall not be required to qualify as a foreign corporation or to file a
general consent to service of process in any jurisdiction;
(c) To furnish the Underwriters with copies of the Prospectus as amended
or supplemented in such quantities as the Representatives may from time to
time reasonably request, and, if the delivery of a prospectus is required
at any time in connection with the offering or sale of such Debt Securities
and Warrants and if at such time any event shall have occurred as a result
of which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is delivered,
not misleading, or, if for any other reason it shall be necessary during
such same period to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the Prospectus in
order to comply with the Act, the Exchange Act or the Trust Indenture Act,
to notify the Representatives and upon their request to file such document
and to prepare and furnish without charge to each Underwriter and to any
dealer in securities as many copies as the Representatives may from time to
time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance;
(d) To make generally available to its security holders as soon as
practicable, but in any event not later than ninety days after the close of
the period covered thereby, an earnings statement of the Company and its
subsidiaries (which need not be audited) complying with Section 11(a) of
the Act
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and covering a period of at least twelve consecutive months beginning not
later than the first day of the fiscal quarter following the Time of
Delivery; and
(e) During the period beginning from the date of the Pricing Agreement
for such Designated Debt Securities and Designated Warrants and continuing
to and including the later of (i) the termination of trading restrictions
on such Designated Debt Securities and Designated Warrants, as notified to
the Company by the Representatives and (ii) the Time of Delivery for such
Designated Debt Securities and Designated Warrants, not to offer, sell,
contract to sell or otherwise dispose of any debt securities of the Company
(except for Debt Securities issued upon exercise of warrants) which mature
more than nine months after such Time of Delivery and which are
substantially similar to such Designated Debt Securities, without the prior
written consent of the Representatives, provided, however, that in no event
shall the foregoing period extend more than fifteen calendar days from the
date of the Pricing Agreement.
6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Debt Securities and the Warrants under the Act and all
other expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or
reproducing this Agreement, any Pricing Agreement, any Delayed Delivery
Contract, any Indenture and supplements thereto, any Warrant Agreement and
amendments thereto, and any Blue Sky Survey and Legal Investment Memorandum;
(iii) all expenses in connection with the qualification of the Debt Securities
and the Warrants for offering and sale under state securities laws as provided
in Section 5(b) hereof, including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky Survey and Legal Investment Memorandum; (iv) any fees charged by
securities rating services for rating the Debt Securities; (v) any filing fees
incident to any required review by the National Association of Securities
Dealers, Inc. of the terms of the sale of the Debt Securities and the Warrants;
(vi) the cost of preparing the Debt Securities and the Warrants; (vii) the fees
and expenses of any Trustee and any agent of any Trustee, the fees and expenses
of any warrant agent, and the fees and disbursements of counsel for any Trustee
or any warrant agent in connection with any Indenture, Warrant Agreement, the
Debt Securities and the Warrants; and (viii) all other costs and expenses
incident to the performance of its obligations hereunder which are not
otherwise specifically provided for in this Section. It is understood, however,
that, except as provided in this Section, Section 8 and Section 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees
of their counsel, transfer taxes on resale of any of the Debt Securities or
Warrants by them, and any advertising expenses connected with any offers they
may make.
7. The obligations of the Underwriters of any Designated Debt Securities and
any Designated Warrants hereunder shall be subject, in their discretion, to the
condition that all representations and warranties and other statements of the
Company herein are, at and as of the Time of Delivery for such Designated Debt
Securities and Designated Warrants, true and correct, the condition that the
Company shall have performed all of its obligations hereunder theretofore to be
performed, and the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceeding for that purpose shall
have been initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been
complied with to the Representatives' reasonable satisfaction;
(b) Counsel for the Underwriters shall have furnished to the
Representatives such opinion or opinions, dated the Time of Delivery for
such Designated Debt Securities and Designated Warrants, with respect to
the incorporation of the Company, the validity of the Indenture, the
Designated Debt Securities, the Designated Warrants, the Warrant Agreement,
the Registration Statement, the
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Prospectus as amended or supplemented and other related matters as the
Representatives may reasonably request, and such counsel shall have
received such papers and information as they may reasonably request to
enable them to pass upon such matters;
(c) Counsel for the Company shall have furnished to you his written
opinion, dated the Time of Delivery, in form and substance satisfactory to
you, to the effect that:
(i) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Delaware;
(ii) The significant subsidiaries of the Company are validly
organized and existing corporations under the laws of their respective
jurisdictions of incorporation;
(iii) The Company and its significant subsidiaries are duly
authorized under statutes which regulate the business of insurance or
the business of making loans or of financing the sale of goods
(commonly called "small loan laws," "consumer finance laws," or "sales
finance laws"), or are permitted under the general interest statutes
and related laws and court decisions, to conduct in the various
jurisdictions in which they do business the respective businesses
therein conducted by them as described in the Prospectus, except where
failure to be so permitted or failure to be so authorized will not have
a material adverse effect on the business or consolidated financial
condition of the Company and its subsidiaries taken as a whole;
(iv) The Company has an authorized capitalization as set forth in the
Prospectus as amended or supplemented and all of the outstanding shares
of its common stock have been duly and validly authorized and issued,
are fully paid and nonassessable and are owned of record and
beneficially by the Company's parent, Household International, Inc.;
(v) To the best of such counsel's knowledge, there are no legal or
governmental proceedings pending, other than those referred to or
incorporated in the Prospectus, to which the Company or any of its
subsidiaries is a party or of which any property of the Company or any of
its subsidiaries is the subject which individually or in the aggregate is
material, and, to the best of such counsel's knowledge, no such proceedings
are threatened or contemplated by governmental authorities or threatened by
others;
(vi) This Agreement and the Pricing Agreement with respect to the
Designated Debt Securities and the Designated Warrants have been duly
authorized, executed and delivered by the Company;
(vii) Each Delayed Delivery Contract has been duly authorized,
executed and delivered by the Company and is a valid and legally
binding agreement of the Company in accordance with its terms;
(viii) The Indenture and the Warrant Agreement have been duly
authorized, executed and delivered by the Company, and constitute valid
and legally binding instruments of the Company enforceable in
accordance with their respective terms except as enforcement of the
provisions thereof may be limited by bankruptcy, insolvency,
reorganization or other laws relating to or affecting the enforcement
of creditors' rights or by general principles of equity; the Indenture
has been duly qualified under the Trust Indenture Act; and all taxes
and fees required to be paid with respect to the execution of the
Indenture and the Warrant Agreement and the issuance of the Designated
Debt Securities and the Designated Warrants have been paid;
(ix) The Designated Debt Securities and the Designated Warrants have
been duly authorized and executed and, when the Designated Debt
Securities and the Designated Warrants have been duly authenticated,
issued and delivered against payment of the agreed consideration
therefor, the Designated Debt Securities and the Designated Warrants
will constitute valid and legally binding obligations of the Company
and, with like exception as noted in subdivision (viii) above, will be
entitled to the benefits provided by the Indenture and the
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Warrant Agreement; and the Designated Debt Securities, the Designated
Warrants, the Indenture and the Warrant Agreement conform to the
descriptions thereof in the Prospectus as amended or supplemented;
(x) The issue and sale of the Designated Debt Securities and the
Designated Warrants, and the compliance of the Company with all of the
provisions of the Designated Debt Securities, the Designated Warrants,
the Indenture, the Warrant Agreement and this Agreement, will not
conflict with or result in a breach of any of the terms or provisions
of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any of the property
or assets of the Company or any of its subsidiaries pursuant to the
terms of, any indenture, mortgage, deed of trust, loan agreement, or
other agreement or instrument, known to such counsel to which the
Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries may be bound or to which any of the property
or assets of the Company or any of its subsidiaries is subject (except
for conflicts, breaches and defaults which would not, individually or
in the aggregate, be materially adverse to the Company and its
subsidiaries taken as a whole or materially adverse to the transactions
contemplated by this Agreement), nor will such action result in any
violation of the provisions of the Certificate or Articles of
Incorporation, as amended, or the By-Laws of the Company or any of its
subsidiaries or, to the best of such counsel's knowledge, any statute
or any order, rule or regulation applicable to the Company or any of
its subsidiaries of any court or of any Federal, State or other
regulatory authority or other governmental body having jurisdiction
over the Company or any of its subsidiaries; and no consent, approval,
authorization, order, registration or qualification of or with any
court or any such regulatory authority or other governmental body is
required for the issue and sale of the Designated Debt Securities or
the consummation of the other transactions contemplated in this
Agreement and the Pricing Agreement, except the registration under the
Act of the Designated Debt Securities and the Designated Warrants, the
qualification of the Indenture under the Trust Indenture Act and such
consents, approvals, authorizations, registrations or qualifications as
may be required under State securities or Blue Sky laws in connection
with the public offering of the Designated Debt Securities and the
Designated Warrants by the Underwriters;
(xi) The documents incorporated by reference in the Prospectus as
amended or supplemented (other than the financial statements and
related schedules therein, as to which such counsel need express no
opinion), when they became effective or were filed with the Commission,
as the case may be, complied as to form in all material respects with
the requirements of the Act or the Exchange Act, as applicable, and the
rules and regulations of the Commission thereunder; and such counsel
has no reason to believe that any of such documents, when they became
effective or were so filed, as the case may be, contained, in the case
of documents which became effective under the Act, an untrue statement
of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and, in the case of documents which were filed under the
Exchange Act with the Commission, an untrue statement of a material
fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made when such documents were so filed, not misleading;
(xii) The Registration Statement has become and is now effective
under the Act and, to the best of such counsel's knowledge, no
proceedings for a stop order in respect of the Registration Statement
are pending or threatened under Section 8(d) or 8(e) of the Act; and
(xiii) The Registration Statement and the Prospectus as amended or
supplemented and any further amendments and supplements thereto made by
the Company prior to the Time of Delivery for the Designated Debt
Securities and the Designated Warrants (other than the financial
statements and related schedules therein, as to which such counsel need
express no
8
opinion) comply as to form in all material respects with the
requirements of the Act and the Trust Indenture Act and the rules and
regulations thereunder; such counsel has no reason to believe that the
Registration Statement or any amendment thereof (including the filing
of any annual report on Form 10-K) at the time it became effective
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus as amended or
supplemented at the time it was filed or transmitted for filing
pursuant to Rule 424 under the Act contained or as amended or
supplemented at the Time of Delivery contains an untrue statement of a
material fact or omitted or omits to state a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and such counsel does not
know of any contracts or exhibits required to be filed with the
Registration Statement which are not so filed;
(d) At the Time of Delivery for the Designated Debt Securities and the
Designated Warrants the independent accountants of the Company who have
certified the financial statements of the Company and its subsidiaries
included or incorporated by reference in the Registration Statement shall
have furnished to the Representatives a letter, dated such Time of
Delivery, in form and substance satisfactory to the Representatives, to the
effect set forth in the letter furnished to counsel for the Underwriters by
said independent accountants at the time the Registration Statement was
filed under the Act, and as to such other matters as the Representatives
may reasonably request;
(e) (i) The Company and its subsidiaries taken as a whole, shall not have
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus as amended or
supplemented any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or
from any labor dispute or court or governmental action, order or decree and
(ii) since the respective dates as of which information is given in the
Prospectus as amended or supplemented there shall not have been any
material change in the capital stock or long-term debt of the Company or
any of its subsidiaries or any change in the general affairs or management,
or the consolidated financial position, stockholders' equity or results of
operations of the Company and its subsidiaries taken as a whole, otherwise
than as set forth or contemplated in the Prospectus as amended or
supplemented, the effect of which in any such case described in clause (i)
or (ii) is in the judgment of the Representatives so material and adverse
as to make it impracticable or inadvisable to proceed with the public
offering or the delivery of the Designated Debt Securities and the
Designated Warrants on the terms and in the manner contemplated in the
Prospectus as amended or supplemented;
(f) Subsequent to the date of the Pricing Agreement relating to the
Designated Debt Securities and the Designated Warrants no downgrading shall
have occurred in the rating accorded the Company's senior debt securities
by any "nationally recognized statistical rating organization," as that
term is defined by the Commission for purposes of Rule 436(g) of the Act;
(g) Subsequent to the date of the Pricing Agreement relating to the
Designated Debt Securities and the Designated Warrants there shall not have
occurred any of the following: (i) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange; (ii) a
general moratorium on commercial banking activities in New York declared by
either Federal or New York State authorities; or (iii) the outbreak or
material escalation of hostilities or the declaration by the United States
of a national emergency or war, if the effect of any such event specified
in this clause (iii) in the reasonable judgment of the Representatives
makes it impracticable or inadvisable to proceed with the public offering
or the delivery of the Designated Debt Securities and the Designated
Warrants on the terms and in the manner contemplated in the Prospectus as
amended or supplemented; and
(h) The Company shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery for the Designated Debt Securities
and the Designated Warrants certificates of
9
officers of the Company satisfactory to the Representatives as to the
accuracy of the representations and warranties of the Company herein at and
as of such Time of Delivery (provided that, each representation and
warranty which refers to the Prospectus in Section 2 hereof shall be in
relation to the Prospectus as amended or supplemented relating to the
Designated Debt Securities and the Designated Warrants), as to the
performance by the Company of all of its obligations hereunder to be
performed at or prior to such Time of Delivery, and as to such other
matters as the Representatives may reasonably request.
8. (a) The Company will indemnify and hold harmless each Underwriter against
any losses, claims, damages or liabilities, joint or several, to which such
Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, Preliminary Prospectus
Supplement, the Registration Statement, the Prospectus or the Prospectus as
amended or supplemented, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with
investigating or defending any such action or claim, as such expenses are
incurred; provided, however, that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, Preliminary Prospectus
Supplement, the Registration Statement, the Prospectus or the Prospectus as
amended or supplemented or any such amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by any
Underwriter of Designated Debt Securities and Designated Warrants through the
Representatives expressly for use in the Prospectus as amended or supplemented
relating to such Securities.
(b) Each Underwriter will indemnify and hold harmless the Company against any
losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
any Preliminary Prospectus, any Preliminary Prospectus supplement, the
Registration Statement, the Prospectus or the Prospectus as amended or
supplemented, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in any Preliminary Prospectus, any Preliminary Prospectus supplement,
the Registration Statement, the Prospectus or the Prospectus as amended or
supplemented, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such
Underwriter through the Representatives expressly for use therein; and will
reimburse the Company for any legal or other expenses reasonably incurred by
the Company in connection with investigating or defending any such action or
claim, as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified
party otherwise than under such subsection. In case any such action shall be
brought against any indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party (who shall not, except with
the consent of the
10
indemnified party, be counsel to the indemnifying party), and, after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party shall not be liable to such
indemnified party under such subsection for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation.
(d) If the indemnification provided for in this Section 8 is unavailable to
an indemnified party under subsection (a) or (b) above in respect of any
losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages
or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters of the Designated Debt Securities and the Designated
Warrants on the other from the offering of the Designated Debt Securities and
the Designated Warrants to which such loss, claim, damage or liability (or
action in respect thereof) relates. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c)
above, then each indemnifying party shall contribute to such amount paid or
payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company on the one hand and the Underwriters of the Designated Debt Securities
and the Designated Warrants on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and such Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from such offering (before deducting expenses)
received by the Company bear to the total underwriting discounts and
commissions received by such Underwriters. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statements of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company or such
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company
and the Underwriters agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or action in respect thereof) referred to above
in this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the applicable
Designated Debt Securities and the Designated Warrants underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The obligations of the
Underwriters of Designated Debt Securities and Designated Warrants in this
subsection (d) to contribute are several in proportion to their respective
underwriting obligations with respect to such Debt Securities and Warrants and
not joint.
(e) The obligations of the Company under this Section 8 shall be in addition
to any liability which the Company may otherwise have and shall extend, upon
the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.
11
9. (a) If any Underwriter shall default in its obligation to purchase the
Designated Debt Securities and the Designated Warrants which it has agreed to
purchase under the Pricing Agreement relating to such Designated Debt
Securities and Designated Warrants, the Representatives may in their discretion
arrange for themselves or another party or other parties to purchase such
Designated Debt Securities and Designated Warrants on the terms contained
herein. If within thirty-six hours after such default by any Underwriter the
Representatives do not arrange for the purchase of such Designated Debt
Securities and Designated Warrants, then the Company shall be entitled to a
further period of thirty-six hours within which to procure another party or
other parties satisfactory to the Representatives to purchase such Designated
Debt Securities and Designated Warrants on such terms. In the event that,
within the respective prescribed period, the Representatives notify the Company
that they have so arranged for the purchase of such Designated Debt Securities
and Designated Warrants, or the Company notifies the Representatives that it
has so arranged for the purchase of such Designated Debt Securities and
Designated Warrants, the Representatives or the Company shall have the right to
postpone the Time of Delivery for such Designated Debt Securities and
Designated Warrants for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus as amended or supplemented, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the Prospectus which
in the opinion of the Representatives may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to the Pricing Agreement with respect to such Designated Debt Securities
and Designated Warrants.
(b) If, after giving effect to any arrangements for the purchase of the
Designated Debt Securities and the Designated Warrants of a defaulting
Underwriter or Underwriters by the Representatives and the Company as provided
in subsection (a) above, the aggregate principal amount of such Designated Debt
Securities which remains unpurchased does not exceed one-eleventh of the
aggregate principal amount of the Designated Debt Securities to be purchased at
the Time of Delivery for such Designated Debt Securities, then the Company
shall have the right to require each non-defaulting Underwriter to purchase the
principal amount of Designated Debt Securities and the number of Designated
Warrants which such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Debt Securities and Designated Warrants and, in
addition, to require each non-defaulting Underwriter to purchase its pro rata
share (based on the principal amount of Designated Debt Securities and the
number of Designated Warrants which such Underwriter agreed to purchase under
such Pricing Agreement) of the Designated Debt Securities and the Designated
Warrants of such defaulting Underwriter or Underwriters for which such
arrangements have not been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of the
Designated Debt Securities and the Designated Warrants of a defaulting
Underwriter or Underwriters by the Representatives and the Company as provided
in subsection (a) above, the aggregate principal amount of Designated Debt
Securities and the number of Designated Warrants which remain unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated Debt
Securities to be purchased at the Time of Delivery for such Designated Debt
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require nondefaulting
Underwriters to purchase Designated Debt Securities and Designated Warrants of
a defaulting Underwriter or Underwriters, then the Pricing Agreement relating
to such Designated Debt Securities and Designated Warrants shall thereupon
terminate, without liability on the part of any non-defaulting Underwriter or
the Company, except for the expenses to be borne by the Company and the
Underwriters as provided in Section 6 hereof and the indemnity and contribution
agreements in Section 8 hereof; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties and
other statements of the Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them,
12
respectively, pursuant to this Agreement, shall remain in full force and
effect, regardless of any investigation (or any statement as to the results
thereof) made by or on behalf of any Underwriter or any controlling person of
any Underwriter, or the Company, or any officer or director or controlling
person of the Company, and shall survive delivery of and payment for the
Designated Debt Securities and the Designated Warrants.
11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Debt Securities and the Designated Warrants
covered by such Pricing Agreement except as provided in Section 6 and Section 8
hereof; but, if for any other reason Designated Debt Securities and Designated
Warrants are not delivered by or on behalf of the Company as provided herein,
the Company will reimburse the Underwriters through the Representatives for all
out-of-pocket expenses approved in writing by the Representatives, including
fees and disbursements of counsel, reasonably incurred by the Underwriters in
making preparations for the purchase, sale and delivery of such Designated Debt
Securities and Designated Warrants, but the Company shall then be under no
further liability to any Underwriter with respect to such Designated Debt
Securities and Designated Warrants except as provided in Section 6 and Section
8 hereof.
12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Debt Securities and Designated Warrants shall act on behalf of each
of such Underwriters, and the parties hereto shall be entitled to act and rely
upon any statement, request, notice or agreement on behalf of any Underwriter
made or given by such Representatives.
All statements, requests, notices and agreements hereunder shall be in
writing or by telegram if promptly confirmed in writing and if to the
Underwriters shall be sufficient in all respects, if delivered or sent by
registered mail to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be sufficient in all respects if
delivered or sent by registered mail to the address of the Company set forth in
the Registration Statement: Attention: Secretary; provided, however, that any
notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or
sent by registered mail to such Underwriter.
13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the
extent provided in Section 8 and Section 10 hereof, the officers and directors
of the Company and each person who controls the Company or any Underwriter, and
their respective heirs, executors, administrators, successors and assigns, and
no other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Debt
Securities or Warrants from any Underwriter shall be deemed a successor or
assign by reason merely of such purchase.
14. Time shall be of the essence of each Pricing Agreement.
15. This Agreement and each Pricing Agreement shall be construed in
accordance with the laws of the State of Illinois.
16. This Agreement and each Pricing Agreement may be executed by any one or
more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.
13
If the foregoing is in accordance with your understanding, please sign and
return to us eight counterparts hereof.
Very truly yours,
Household Finance Corporation
By___________________________________
Title:
Accepted as of the date hereof:
[Name(s) of Representative(s)]
By________________________________
Title:
14
ANNEX I
PRICING AGREEMENT
--------------------
[Names of Representative(s)]
As Representatives of the several
Underwriters named in Schedule I hereto,
[Address]
, 19
Dear Sirs:
Household Finance Corporation (the "Company") proposes, subject to the terms
and conditions stated herein and in the Underwriting Agreement dated
, (the "Underwriting Agreement"), between the Company on
the one hand and [names of co-representatives[s] named therein] on the other
hand, to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Designated Debt Securities and the Designated Warrants
specified in Schedule II hereto less the principal amount of Designated Debt
Securities and the number of Designated Warrants covered by delayed delivery
contracts ("Delayed Delivery Contracts") as provided below (such Designated
Debt Securities and Designated Warrants covered by Delayed Delivery Contracts
being hereinafter referred to collectively as Contract Securities). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provision had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each of the
representations and warranties set forth in Section 2 of the Underwriting
Agreement with respect to the Prospectus or the information contained in the
Prospectus shall constitute a representation or warranty thereof (a) as of the
date of the Underwriting Agreement with respect to the Prospectus, and also (b)
as of the date of this Pricing Agreement with respect to the Prospectus as
amended or supplemented. Each reference to the Representatives herein and in
the provisions of the Underwriting Agreement so incorporated by reference shall
be deemed to refer to you. Unless otherwise defined herein, terms defined in
the Underwriting Agreement are used herein as therein defined.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with, or in the
case of a supplement transmitted for filing to, the Commission.
The Company hereby authorizes the Underwriters to solicit offers to purchase
Designated Debt Securities and Designated Warrants from the Company pursuant to
Delayed Delivery Contracts, substantially in the form of Schedule III attached
hereto but with such changes therein as you and the Company may authorize or
approve. The Underwriters will endeavor to make such arrangements, and as
compensation therefor the Company will pay to you, for the accounts of the
Underwriters, at the Time of Delivery, a commission of % of the principal
amount of Designated Debt Securities for which Delayed Delivery Contracts have
been made. Delayed Delivery Contracts are to be with institutional investors of
the types mentioned in the penultimate paragraph under the caption "Plan of
Distribution" in the Prospectus and subject to other conditions therein set
forth. The Company will enter into a Delayed Delivery Contract in each case
arranged by the Underwriters where the Company has advised you of its approval
of the proposed sale of Contract Securities to the purchaser thereunder;
provided, however, that the minimum principal amount of Designated Debt
Securities covered by any Delayed Delivery Contract with any purchaser or any
Delayed Delivery Contract with affiliated purchasers shall be $
and the aggregate principal amount of Designated Debt Securities covered by
Delayed Delivery Contracts shall not exceed $ , unless the Company
shall otherwise agree in writing. However, if the aggregate principal amount of
Designated Debt Securities requested for delayed delivery is less than $ ,
the Company will have the right to reject all requests. The Underwriters will
not have any responsibility in respect of the validity or performance of
Delayed Delivery Contracts.
The amount of Contract Securities to be deducted from the principal amount of
Designated Debt Securities and the number of Designated Warrants to be
purchased by each Underwriter as set forth in Schedule I hereto shall be, in
each case, the amount of Contract Securities which the Company has been advised
by you have been attributed to such Underwriter, provided that if the Company
has not been so advised, the amount of Contract Securities to be so deducted
shall be, in each case, that proportion of Contract Securities which the
principal amount of Designated Debt Securities and the number of Designated
Warrants to be purchased by such Underwriter under this Agreement bears to the
total principal amount of the Designated Debt Securities (rounded as you may
determine to the nearest $1,000 principal amount) and the total number of
Designated Warrants. The total principal amount of Designated Debt Securities
to be purchased by all the Underwriters shall be $ less the principal
amount of the Designated Debt Securities covered by Delayed Delivery Contracts
and the total number of Designated Warrants so purchased shall be less
the number of Designated Warrants covered by such Contracts. The Company will
deliver to you not later than 3:30 o'clock p.m., Chicago time, on the business
day preceding the Time of Delivery (or such other time and date as you and the
Company may agree upon in writing) a written notice setting forth the principal
amount of Designated Debt Securities and the number of Designated Warrants
covered by Delayed Delivery Contracts.
Subject to the terms and conditions set forth herein and in the Underwriting
Agreement, the Company agrees to issue and sell to each of the Underwriters,
and each of the Underwriters agrees, severally and not jointly, to purchase
from the Company, at a purchase price to the Underwriters set forth in Schedule
II hereto, the principal amount of Designated Debt Securities and number of
Designated Warrants set forth opposite the name of such Underwriter in Schedule
I hereto less such Underwriter's portion of Contract Securities determined as
provided in the preceding paragraph.
If the foregoing is in accordance with your understanding, please sign and
return to us six counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement Among Underwriters, the form of
which shall be supplied to the Company upon request.
Very truly yours,
Household Finance Corporation
By___________________________________
(Title)
Accepted as of the date hereof:
[Name(s) of Representative(s)]
By_______________________________
(Title)
2
SCHEDULE I
PRINCIPAL
AMOUNT OF
DESIGNATED NUMBER OF
DEBT DESIGNATED
SECURITIES WARRANTS
TO BE TO BE
UNDERWRITER PURCHASED PURCHASED
----------- ----------- ----------
[Name(s) of Representative(s)]..................... $
[Names of other Underwriters]......................
----------- ----------
Total........................................ $
----------- ----------
----------- ----------
SCHEDULE II
DESIGNATED DEBT SECURITIES
Title of Designated Debt Securities:
[ %] [Floating Rate] [Zero Coupon] Notes due
Aggregate principal amount:
$
Price to Public:
% of the principal amount of the Designated Debt Securities, plus
accrued interest from to the Time of Delivery
[and accrued amortization, if any, from to the Time of
Delivery]
Purchase Price by Underwriters:
% of the principal amount of the Designated Debt Securities, plus
accrued interest from to the Time of Delivery
[and accrued amortization, if any, from to the Time
of Delivery]
Indenture:
Indenture, dated , 199 , between the Company and , as Trustee
Maturity:
Interest Rate:
[ %] [Zero Coupon]
Interest Payment Dates:
[months and dates]
Regular Record Dates:
[months and dates]
Redemption Provisions:
[No provisions for redemption]
[The Designated Debt Securities may be redeemed in whole or in part at the
option of the Company, in the amount of $ or an integral multiple
thereof,
[on or after , at the following redemption prices
(expressed in percentages of principal amount). If redeemed during the
12-month period beginning
YEAR REDEMPTION PRICE
---- ----------------
and thereafter at 100% of their principal amount, together in each case
with accrued interest to the redemption date.]
[on any interest payment date falling in or after , , at
the election of the Company, at a redemption price equal to the
principal amount thereof, plus accrued interest to the date of
redemption.]
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]
Sinking Fund Provisions:
[No sinking fund provisions]
[The Designated Debt Securities are entitled to the benefit of a sinking
fund to retire $ principal amount of Designated Debt Securities on
in each of the years through at 100% of their principal
amount plus accrued interest] [, together with [cumulative] [non-
cumulative] redemptions at the option of the Company to retire an
additional $ principal amount of Designated Debt Securities in the
years through at 100% of their principal amount plus accrued
interest].
DESIGNATED WARRANTS
Warrant Exercise Price:
Principal Amount of Designated Debt Securities Issuable on Exercise of One
Warrant:
Date after which Warrants are Exercisable:
Expiration Date:
Detachable Date:
Bearer or Registered
MISCELLANEOUS
Time of Delivery:
Closing Location:
Type of Funds:
[Other Terms]*:
--------
*A description of particular tax, accounting or other unusual features of the
Securities should be set forth, or referenced to an attached and
accompanying description, if necessary to the issuer's understanding of the
transaction contemplated. Such a description might appropriately be in the
form in which such features will be described in the Prospectus Supplement
for the offering.
2
SCHEDULE III
DELAYED DELIVERY CONTRACT
Household Finance Corporation,
[Name and address of Representative(s)]
, 19
Attention:
Dear Sirs:
The undersigned hereby agrees to purchase from Household Finance Corporation
(hereinafter called the "Company"), and the Company agrees to sell to the
undersigned, $.................. principal amount of the Company's [full title
of Debt Securities] and......[full title of Warrants] (hereinafter collectively
called the "Securities"), offered by the Company's Prospectus dated
, as supplemented by a supplement dated , ,
receipt of a copy of which is hereby acknowledged, at a purchase price of %
of the principal amount of the Debt Securities, plus accrued interest from the
date from which interest accrues as set forth below, and on the further terms
and conditions set forth in this contract.
The undersigned will purchase the Securities from the Company on
, (the "Delivery Date"), and interest on the Securities
so purchased will accrue from , .
Payment for the Securities which the undersigned has agreed to purchase on
the Delivery Date shall be made to the Company or its order by certified or
official bank check in Federal funds at the office of the Company, 0000 Xxxxxxx
Xxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000, on the Delivery Date upon delivery to
the undersigned of the Securities then to be purchased by the undersigned in
definitive fully registered form and in such denominations and registered in
such names as the undersigned may designate by written or telegraphic
communication addressed to the Company not less than five full business days
prior to the Delivery Date.
The obligation of the undersigned to take delivery of and make payment for
Securities on the Delivery Date shall be subject to the conditions that (1) the
purchase of Securities to be made by the undersigned shall not on the Delivery
Date be prohibited under the laws of the jurisdiction to which the undersigned
is subject and (2) the Company, on or before , , shall have sold
to the several Underwriters, pursuant to the Underwriting Agreement and Pricing
Agreement each dated , , with the Company, an aggregate
principal amount of Debt Securities equal to $ , and an aggregate number
of Warrants equal to , minus the aggregate principal amount of Debt
Securities and aggregate number of Warrants covered by this contract and other
contracts similar to this contract. The obligation of the undersigned to take
delivery of and make payment for Securities shall not be affected by the
failure of any purchaser to take delivery of and make payment for Securities
pursuant to other contracts similar to this contract.
Promptly after completion of the sale to the Underwriters the Company will
mail or deliver to the undersigned at its address set forth below notice to
such effect, accompanied by a copy of the Opinion of Counsel for the Company
delivered to the Underwriters in connection therewith.
The undersigned represents and warrants that, as of the date of this
contract, the undersigned is not prohibited from purchasing the Securities
hereby agreed to be purchased by it under the laws of the jurisdiction to which
the undersigned is subject.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
This contract shall be construed in accordance with and governed by the laws
of the State of Illinois.
It is understood that the acceptance by the Company of any Delayed Delivery
Contract (including this contract) is in the Company's sole discretion and
that, without limiting the foregoing, acceptances of such contracts need not be
on a first-come, first-served basis. If this contract is acceptable to the
Company, it is requested that the Company sign the form of acceptance below and
mail or deliver one of the counterparts hereof to the undersigned at its
address set forth below. This will become a binding contract between the
Company and the undersigned when such counterpart is so mailed or delivered.
Yours very truly,
-------------------------------------
By___________________________________
(Signature)
-------------------------------------
(Name and Title)
-------------------------------------
(Address)
Accepted, , .
Household Finance Corporation
By_______________________________
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