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Exhibit 1
HOUSEHOLD FINANCE CORPORATION
UNDERWRITING AGREEMENT
[Names of Representatives]
[Address]
_______, ____
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.
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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. 33-64175) 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
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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
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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;
(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
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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
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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; 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
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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 LLP, 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.
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4. Designated Debt Securities and Designated Warrants to be purchased
by each Underwriter pursuant to the Pricing Agreement relating thereto, in
book-entry form, and in such authorized denominations and registered in the name
of the nominee of The Depository Trust Company, shall be delivered by or on
behalf of the Company through the facilities of The Depository Trust 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 wire transfer of
same-day funds to the Company all at the place and time and date specified in
such Pricing Agreement or at such other place and time and date as the
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
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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
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covered thereby, an earnings statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Act 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
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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 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;
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(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
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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
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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 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
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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
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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 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
16
17
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
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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 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
18
19
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
19
20
satisfactory to such indemnified party (who shall not, except with the consent
of the 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
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21
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.
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
21
22
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
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23
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, 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.
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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.
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If the foregoing is in accordance with your understanding, please sign and
return to us six counterparts hereof.
Very truly yours,
Household Finance Corporation
By____________________________
Title:
Accepted as of the date hereof:
[Names of Representatives]
By:_________________________________
Title:
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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
27
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
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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)
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SCHEDULE I
PRINCIPAL
AMOUNT OF
DESIGNATED NUMBER OF
DEBT DESIGNATED
SECURITIES WARRANTS
TO BE TO BE
UNDERWRITER PURCHASED PURCHASED
[Name(s) of Representative(s)] ........ $
[Name of other Underwriters] .......... _________ _________
Total ............................... $_________ _________
_________ _________
30
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]
II-1
31
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:
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32
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.
II-3
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SCHEDULE III
DELAYED DELIVERY CONTRACT
Household Finance Corporation,
[Name and address of Representative(s)]
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
III-1
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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
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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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