DRAFT OF JUNE 1, 1999
HOUSEHOLD AUTOMOTIVE TRUST III
SERIES 1999-1
$___________ ____% Class A-1 Notes
$___________ ____% Class A-2 Notes
$___________ ____% Class A-3 Notes
$___________ ____% Class A-4 Notes
UNDERWRITING AGREEMENT
X.X. XXXXXX SECURITIES INC.
As Representative of the Underwriters
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 June __, 1999
Dear Sirs:
Household Finance Corporation, a corporation organized and existing
under the laws of Delaware, individually ("HFC") and as Master Servicer (the
"MASTER SERVICER"), Household Auto Receivables Corporation, a corporation
organized and existing under the laws of Nevada and a wholly owned subsidiary of
HFC, individually ("HARC") and as Seller (the "SELLER"), and Household
Automotive Finance Corporation, a corporation organized and existing under the
laws of Delaware and wholly owned subsidiary of HFC ("HAFC"), agree with you as
follows:
Section 1. ISSUANCE AND SALE OF SERIES 1999-1 NOTES. The Seller
has authorized the issuance and sale of $___________ ____% Class A-1 Notes,
$__________ _____% Class A-2 Notes, $___________ ____% Class A-3 Notes and
$__________ ____% Class A-4 Notes (collectively, the "SERIES 1999-1 NOTES").
The Series 1999-1 Notes are to be issued by Household Automotive Trust III (the
"TRUST") pursuant to an Indenture, dated as of June 1, 1999, as supplemented by
a Series 1999-1 Supplement (the "INDENTURE") by and among HFC, the Master
Servicer, the Trust and The Chase Manhattan Bank, a New York Banking
Corporation, as indenture trustee (the "INDENTURE TRUSTEE"). In addition to the
Series 1999-1 Notes, the Trust will also issue the Series 1999-1 Certificates
(the "SERIES 1999-1 CERTIFICATES") pursuant to a Trust Agreement, dated as of
June 1, 1999, between the Seller and the Owner Trustee as supplemented by a
Series 1999-1 Supplement (the "TRUST AGREEMENT"). The Series 1999-1 Notes and
the Series 1999-1 Certificates are referred to herein collectively as the
"SERIES 1999-1 SECURITIES." The assets of the Trust will include a pool of
non-prime retail installment sales contracts secured by new or used automobiles,
light duty trucks and vans (the "RECEIVABLES") and certain monies due thereunder
on or after May 1, 1999 (the "CUT-OFF DATE").
As used herein, the term "SELLER AGREEMENTS" means the Master Sale and
Servicing Agreement dated as of June 1, 1999 among the Trust, the Seller, the
Master Servicer and The Chase Manhattan Bank, as trustee (the "MASTER SALE AND
SERVICING AGREEMENT"), the Master Receivables Purchase Agreement dated as of
June 1, 1999 between the Seller and HAFC (the "MASTER RECEIVABLES PURCHASE
AGREEMENT"), the Trust Agreement and this Underwriting Agreement (this
"AGREEMENT"); the term "HAFC AGREEMENTS" means the Master Receivables Purchase
Agreement and this Agreement; the term "HFC AGREEMENTS" means the Master Sale
and Servicing Agreement, the Indenture and this Agreement.
HFC, the Seller and HAFC are direct or indirect subsidiaries of
Household International, Inc. ("HOUSEHOLD"). HFC, the Seller and HAFC are
collectively referred to herein as the "HOUSEHOLD ENTITIES").
The Series 1999-1 Notes are being purchased by the Underwriters named
in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the
Series 1999-1 Notes set forth opposite their names in Schedule 1, except that
the amounts purchased by the Underwriters may change in accordance with
Section 10 of this Agreement. X.X. Xxxxxx Securities Inc. is acting as
representative of the Underwriters and in such capacity, is hereinafter referred
to as the "REPRESENTATIVE."
The offering of the Series 1999-1 Notes will be made by the
Underwriters and the Household Entities understand that the Underwriters propose
to make a public offering of the Series 1999-1 Notes for settlement on ________,
1999, as the Underwriters deem advisable.
None of the Series 1999-1 Certificates are being purchased by the
Underwriters hereby.
Defined terms used herein and not otherwise defined shall have their
respective meanings as set forth in Section 2.01 of the Series 1999-1 Supplement
dated as of June 1, 1999 among the Master Servicer, the Trust, the Seller, the
Indenture Trustee and Wilmington Trust Company, as Owner Trustee (the
"SERIES 1999-1 SUPPLEMENT").
Section 2. REPRESENTATIONS AND WARRANTIES.
X. XXXX and the Seller, individually, represent and warrant to, and
agree with, the Underwriters as set forth in this Section 2(A). Certain terms
used in this Section 2(A) are defined in the second paragraph of subsection
2(A)(i) below.
(i) The Seller meets the requirements for use of
Form S-3 under the Securities Act of 1933, as amended (the "ACT"), and
has filed with the United States Securities and Exchange Commission
(the "COMMISSION") a registration statement (Registration No.
333-76439), relating to the Series 1999-1 Notes, on such Form S-3 for
the registration under the Act of the Series 1999-1 Notes. The Seller
may have filed one or more amendments thereto, each of which has
previously been furnished to you. The Seller will next file with the
Commission either, (A) prior to the effectiveness of such registration
statement, a further
2
amendment thereto (including the form of final prospectus) or, (B)
after effectiveness of such registration statement, a final prospectus
in accordance with Rules 430A and 424(b)(1) or (4). In the case of
clause (B), the Seller has included in such registration statement, as
amended at the Effective Date, all information (other than Rule 430A
Information) required by the Act and the rules thereunder to be
included in the prospectuses with respect to the Series 1999-1 Notes
and the offering thereof. As filed, such amendment and form of final
prospectus, or such final prospectus, shall include all Rule 430A
Information and, except to the extent the Underwriters shall agree in
writing to a modification, shall be in all substantive respects in the
form furnished to you prior to the Execution Time or, to the extent
not completed at the Execution Time, shall contain only such specific
additional information and other changes as the Seller has advised
you, prior to the Execution Time, will be included or made therein.
The terms which follow, when used in this Agreement, shall have the meanings
indicated. The term "EFFECTIVE DATE" shall mean each date that the Registration
Statement and any post-effective amendment or amendments thereto became or
become effective under the Act. "EXECUTION TIME" shall mean the date and time
that this Agreement is executed and delivered by the parties hereto.
"PROSPECTUS" shall mean the prospectus relating to the Series 1999-1 Notes that
is first filed with the Commission pursuant to Rule 424(b) and any prospectuses
subsequently filed pursuant to Rule 424 or, if no filing pursuant to Rule 424(b)
is required, shall mean the form of final prospectus included in the
Registration Statement at the Effective Date. "REGISTRATION STATEMENT" shall
mean the registration statement referred to in the preceding paragraph and any
registration statement required to be filed under the Act or rules thereunder,
including amendments, all documents incorporated or deemed to be incorporated by
reference therein, exhibits and financial statements, in the form in which it
has or shall become effective and, in the event that any post-effective
amendment thereto becomes effective prior to the Closing Date (as hereinafter
defined), shall also mean such registration statement as amended or supplemented
pursuant to the Act or rules thereunder or the Exchange Act or rules thereunder.
Such term shall include Rule 430A Information deemed to be included therein at
the Effective Date as provided by Rule 430A. "RULE 424" and "RULE 430A" refer
to such rules under the Act. "RULE 430A INFORMATION" means information with
respect to the Series 1999-1 Notes and the offering thereof permitted to be
omitted from the Registration Statement when it becomes effective pursuant to
Rule 430A. The "RULES AND REGULATIONS" shall mean the rules and regulations of
the Commission. All references in this Agreement to financial statements and
schedules and other information which is "contained," included" or "stated" in
the Registration Statement or the Prospectus (and all other references of like
import) shall be deemed to mean and include all such financial statements and
schedules and other information which is or is deemed to be incorporated by
reference in the Registration Statement or the Prospectus, as the case may be;
and all references in this Agreement to amendments or supplements to the
Registration Statement or the Prospectus shall be deemed to mean and include the
filing of any document under the Exchange Act which is or is deemed to be
incorporated by reference in the Registration Statement or the Prospectus, as
the case may be.
(ii) On the Effective Date, the Registration
Statement did or will
3
comply in all material respects with the applicable requirements of
the Act and the Rules and Regulations thereunder; assuming compliance
by each Underwriter with Sections 3(a), 3(b), 3(c) and 3(f) hereof on
the Effective Date and when the Prospectus is first filed (if
required) in accordance with Rule 424(b) and on the Closing Date, the
Prospectus will comply in all material respects with the applicable
requirements of the Act and the Rules and Regulations; on the
Effective Date, the Registration Statement did not or will not contain
any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the
statements therein not misleading; and, on the Effective Date, the
Prospectus, if not filed pursuant to Rule 424(b), did not or will not,
and on the date of any filing pursuant to Rule 424(b) and on the
Closing Date, the Prospectus (together with any supplement thereto)
will not, include any untrue statement of a material fact or omit to
state a material fact necessary in order to make the Statements
therein, in the light of the circumstances under which they were made,
not misleading; PROVIDED, HOWEVER, that HAFC and the Seller make no
representations or warranties as to the information contained in or
omitted from the Registration Statement or the Prospectus in reliance
upon and in conformity with information furnished in writing to HAFC
or the Seller by the Representative specifically for use in connection
with the preparation of the Registration Statement or the Prospectus.
The documents incorporated or deemed to be incorporated by reference
in the Prospectus, at the time they were or hereafter are filed with
the Commission, complied and will comply in all material respects with
the requirements of the Exchange Act and the Rules and Regulations of
the Commission under the Exchange Act, and, when read together with
the other information in the Prospectus, at the time the Registration
Statement and any amendments thereto become effective and at the
Closing Date, will not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(iii) Each of HAFC and the Seller is a corporation
duly organized and validly existing and in good standing under the
laws of its jurisdiction of incorporation. Each of HAFC and the
Seller has all requisite power and authority to own its properties and
conduct its business as presently conducted and is duly qualified as a
foreign corporation to transact business and is in good standing in
each jurisdiction which requires such qualification, except where
failure to have such requisite power and authority or to be so
qualified would not have a material adverse effect on the business or
consolidated financial condition of HAFC or the Seller.
(iv) Neither HAFC nor the Seller is in violation of
its certificate of incorporation or in default in the performance or
observance of any material obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which it is a party or
4
by which it may be bound, or to which any of the property or assets of
the Seller or HAFC, as the case may be, is subject, except where any
such violation or default would not have a material adverse effect on
the transactions contemplated by this Agreement.
(v) The execution, delivery and performance by the
Seller of each Seller Agreement, the issuance of the Series 1999-1
Securities and the consummation of the transactions contemplated
hereby and thereby have been duly and validly authorized by all
necessary action or proceedings and will not conflict with or
constitute a breach of, or default under, or, other than as
contemplated in the Registration Statement, result in the creation or
imposition of any lien, charge or encumbrance upon any property or
assets of the Seller pursuant to, any contract, indenture, mortgage,
loan agreement, note, lease or other instrument to which the Seller is
a party or by which it may be bound, or to which any of the property
or assets of the Seller is subject, nor will such action result in any
violation of the provisions of the certificate of incorporation or
by-laws of the Seller or any applicable law, administrative regulation
or administrative or court decree, except where any such conflict,
breach, default, encumbrance or violation would not have a material
adverse effect on the transactions contemplated by this Agreement.
(vi) The execution, delivery and performance by
HAFC of each HAFC Agreement, the issuance of the Series 1999-1
Securities and the consummation of the transactions contemplated
hereby and thereby have been duly and validly authorized by all
necessary action or proceedings and will not conflict with or
constitute a breach of, or default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or,
other than as contemplated by the Registration Statement, assets of
HAFC pursuant to, any contract, indenture, mortgage, loan agreement,
note, lease or other instrument to which HAFC is a party or by which
it may be bound, or to which any of the property or assets of HAFC is
subject, nor will such action result in any violation of the
provisions of the charter or by-laws of HAFC or any applicable law,
administrative regulation or administrative or court decree, except
where any such conflict, breach, default, encumbrance or violation
would not have a material adverse effect on the transactions
contemplated by this Agreement.
(vii) Each Seller Agreement has been, or when
executed and delivered, will have been, duly executed and delivered by
the Seller; and each Seller Agreement constitutes, or, when executed
and delivered, will constitute, legal, valid and binding instruments
enforceable against the Seller in accordance with their respective
terms, subject as to enforceability (A) to applicable bankruptcy,
reorganization, insolvency, moratorium or other similar laws affecting
creditors' rights generally, (B) to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity
or at law) and (C) with respect to rights of indemnity under this
Agreement, to limitations of public policy under
5
applicable securities laws.
(viii) Each HAFC Agreement has been, or, when
executed and delivered, will have been duly executed and delivered by
HAFC; and each Seller Agreement constitutes, or, when executed and
delivered, will constitute, legal, valid and binding instruments
enforceable against HAFC in accordance with their respective terms,
subject as to the enforceability (A) to applicable bankruptcy,
reorganization, insolvency, moratorium or other similar laws affecting
creditors' rights generally, (B) to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity
or at law) and (C) with respect to rights of indemnity under this
Agreement, to limitations of public policy under applicable securities
law.
(ix) HAFC has authorized the conveyance of the
Receivables to the Seller; the Seller has authorized the conveyance of
the Receivables to the Trust; and the Seller has directed the Trust to
issue and sell the Series 1999-1 Securities.
(x) Each of HAFC and the Seller is solvent and
will not become insolvent after giving effect to the transactions
contemplated by this Agreement and the other Series 1999-1 Related
Documents. The Seller has no indebtedness to any Person other than
pursuant to this Agreement and the Series 1999-1 Related Documents.
Each of the Issuer, HAFC and the Seller, after giving effect to the
transactions contemplated by this Agreement and the other Series
1999-1 Related Documents, will have an adequate amount of capital to
conduct its business in the foreseeable future.
(xi) Any taxes, fees and other governmental charges
in connection with the execution, delivery and performance of any
Seller Agreement, the Indenture and the Securities shall have been
paid or will be paid by the Seller at or prior to the Closing Date.
(xii) The Series 1999-1 Notes have been duly and
validly authorized, and, when validly executed, authenticated, issued
and delivered in accordance with the Indenture and as provided herein
will conform in all material respects to the description thereof
contained in the Prospectus and will be validly issued and outstanding
and entitled to the benefits of the Indenture.
(xiii) There are no legal or governmental proceedings
pending, or to the knowledge of HAFC or the Seller threatened, to
which HAFC or the Seller is a party or of which any property of any of
them is the subject, other than proceedings which are not reasonably
expected, individually or in the aggregate, to have a material adverse
effect on the shareholder's equity or consolidated financial position
of such person and its subsidiaries taken as a whole, or which would
have a material adverse effect upon the consummation of this
Agreement.
(xiv) Xxxxxx Xxxxxxxx LLP is an independent public
accountant with
6
respect to HAFC and Seller as required by the Act and the Rules and
Regulations.
(xv) No consent, approval, authorization, order,
registration, filing, qualification, license or permit of or with any
court or governmental agency or body of the United States is required
for the issue and sale of the Series 1999-1 Notes, or the consummation
by HAFC or the Seller of the other transactions contemplated by this
Agreement, the Master Receivables Purchase Agreement, the Master Sale
and Servicing Agreement, the Trust Agreement or the Indenture, except
for (A) the registration under the Act of the Series 1999-1 Notes,
(B) such consents, approvals, authorizations, orders, registrations,
qualifications, licenses or permits as have been obtained or as may be
required under state securities or Blue Sky laws in connection with
the purchase of the Series 1999-1 Notes and the subsequent
distribution of the Series 1999-1 Notes by the Underwriters or
(C) where the failure to obtain such consents, approvals,
authorizations, orders, registrations, filings, qualifications,
licenses or permits would not have a material adverse effect on the
business or consolidated financial condition of HAFC and its
subsidiaries taken as a whole or the Seller or the transactions
contemplated by such agreements.
(xvi) (a) HAFC has the power and authority to sell
the Receivables to the Trust, and (b) following the conveyance of the
Receivables to the Trust pursuant to the Master Sale and Servicing
Agreement, the Trust will own the Receivables free and clear of any
lien, mortgage, pledge, charge, encumbrance, adverse claim or other
security interest (collectively, "LIENS") other than Liens created by
the Master Sale and Servicing Agreement.
(xvii) As of the Cutoff Date, each of the Receivables
will meet the eligibility criteria described in the Prospectus.
(xviii) Neither HAFC nor the Seller will conduct their
operations while any of the Securities are outstanding in a manner
that would require the Seller or the Trust to be registered as an
"investment company" under the Investment Company Act of 1940, as
amended (the "1940 ACT") as in effect on the date hereof.
(xix) Each of the Seller and HAFC possesses all
material licenses, certificates, authorities or permits issued by the
appropriate state, Federal or foreign regulatory agencies or bodies
necessary to conduct the business now conducted by it and as described
on The Prospectus and neither the Seller nor HAFC has received notice
of any proceedings relating to the revocation or modification of such
license, certificate, authority or permit which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or
finding, is likely to materially and adversely affect the conduct of
its business, operations, financial condition or income.
(xx) At the Closing Date, each of the
representations and warranties of
7
HAFC set forth in the HAFC Agreements or of the Seller set forth in
the Seller Agreements will be true and correct in all material
respects.
(xxi) Since the respective dates as of which
information is given in the Prospectus, (x) there has not been any
material adverse change in or affecting the general affairs, business,
management, financial condition, stockholder's equity, results of
operations, regulatory situation or business prospects of HAFC and
(y) HAFC has not entered into any transaction or agreement (whether or
not in the ordinary course of business) material to HAFC that, in
either case, would reasonably be expected to materially adversely
affect the interests of the holders of the Series 1999-1 Notes,
otherwise than as set forth or contemplated in the Prospectus.
B. HFC represents, warrants and agrees with the Underwriters, that:
(i) HFC is a corporation duly organized and
validly existing and in good standing under the laws of its
jurisdiction of incorporation. HFC has all requisite power and
authority to own its properties and conduct its business as presently
conducted and is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction which requires
such qualification, except where the failure to have such power and
authority or to be so qualified would not have a material adverse
effect on the business or consolidated financial condition of HFC and
its subsidiaries taken as a whole.
(ii) HFC is not in violation of its certificate of
incorporation or in default in the performance or observance of any
material obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or other
instrument to which HFC is a party or by which it may be bound, or to
which any of the property or assets of HFC is subject except where any
such violation or default would not have a material adverse effect on
the transactions contemplated by this Agreement.
(iii) The execution, delivery and performance by HFC
of the HFC Agreements, and the consummation of the transactions
contemplated hereby and thereby have been duly and validly authorized
by all necessary action or proceedings and will not conflict with or
constitute a breach of, or default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or
assets of HFC pursuant to, any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which HFC is a party or
by which it may be bound, or to which any of the property or assets of
HFC is subject, nor will such action result in any violation of the
provisions of the certificate of incorporation or by-laws of HFC or
any applicable law, administrative regulation or administrative or
court decree, except where any such conflict, breach, default,
encumbrance or violation would not have a material adverse effect on
the transactions contemplated by this Agreement.
8
(iv) Each HFC Agreement has been, or, when executed
and delivered, will have been, duly executed and delivered by HFC; and
each HFC Agreement constitutes, or, when executed and delivered, will
constitute, legal, valid and binding instruments enforceable against
HFC in accordance with their respective terms, subject as to
enforceability (A) to applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting creditors'
rights generally, (B) to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law) and
(C) with respect to rights of indemnity under this Agreement to
limitations of public policy under applicable securities laws.
(v) HFC will, upon request by any Underwriter,
provide to such Underwriter complete and correct copies of all reports
filed by it with the Commission pursuant to the Securities Exchange
Act of 1934, as amended (the "EXCHANGE ACT"), during 1997, 1998 and
1999. Except as set forth in or contemplated in such reports, there
has been no material adverse change in the consolidated financial
condition of HFC and its subsidiaries taken as a whole.
(vi) There are no legal or governmental proceedings
pending, or to the knowledge of HFC threatened, to which HFC is a
party or of which any of its property is the subject, other than
proceedings which are not reasonably expected, individually or in the
aggregate, to have a material adverse effect on the shareholder's
equity or consolidated financial position of HFC and its subsidiaries
taken as a whole or which would have a material adverse effect upon
the consummation of this Agreement.
(vii) No consent, approval, authorization, order,
registration, filing, qualification, license or permit of or with any
court or governmental agency or body of the United States is required
for the consummation by HFC of the transactions contemplated by the
HFC Agreements, except for (A) the registration under the Act of the
Series 1999-1 Notes, (B) such consents, approvals, authorizations,
orders, registrations, filings, qualifications, licenses or permits as
have been obtained or as may be required under state securities or
Blue Sky laws in connection with the purchase of the Series 1999-1
Notes and the subsequent distribution of the Series 1999-1 Notes by
the Underwriters or (C) where the failure to obtain such consents,
approvals, authorizations, orders, registrations, filings,
qualifications, licenses or permits would not have a material adverse
effect on the business or consolidated financial condition of HFC and
its subsidiaries taken as a whole or the transactions contemplated by
such agreements.
(viii) Xxxxxx Xxxxxxxx LLP is an independent public
accountant with respect to HFC as required by the Act and the Rules
and Regulations.
Section 3. REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITERS.
Each Underwriter severally, and not jointly, represents and warrants to, and
agrees with the other Underwriters, HAFC, the Seller and HFC that:
9
(a) Prior to the Effective Date, such Underwriter has not furnished
and will not furnish, in writing or by electronic transmission, any Derived
Information relating to the Series 1999-1 Notes to any prospective investor.
(b) Such Underwriter shall provide the Seller no later than one
Business Day after any Collateral Term Sheet is delivered to a prospective
investor, or in the case of any Structural Term Sheets and Computational
Materials no later than one Business Day before the date on which the Prospectus
is required to be filed pursuant to Rule 424, all such Derived Information
delivered to a prospective investor by it during the period commencing on the
Effective Date and ending on the date the Prospectus is filed with the
Commission. Such Underwriter shall deliver to the Seller a hard copy and, in a
mutually agreed upon format, a disk or electronic transmission of such Derived
Information.
(c) Assuming the accuracy of the Seller-Provider Information used in
the preparation of Derived Information, the Derived Information, delivered by
such Underwriter, as of the date thereof, is accurate in all material respects,
taking into account the assumptions set forth in such Derived Information, but
without making any representations as to the appropriateness of such
assumptions.
(d) Each Underwriter acknowledges that none of HAFC, the Seller or
HFC will be deemed to have breached any representation and warranty or to have
failed to satisfy any other agreement contained herein, to the extent any such
breach or failure on the part of such party resulted solely from an
Underwriter's breach of the representation and warranty set forth in subsection
(a), (b) or (c) above, PROVIDED, HOWEVER, that the rights and obligations
otherwise available to an Underwriter pursuant to Section 10 and 11 hereof are
not limited solely as a result of an Underwriter's breach of the representation
and warranty set forth in subsection (a) above.
(e) For purposes of this Agreement, "DERIVED INFORMATION" means the
type of information defined as Collateral Term Sheets, Structural Term Sheets or
Computational Materials (as such terms are interpreted in the No-Action
Letters). The terms "COLLATERAL TERM SHEET" and "STRUCTURAL TERM SHEET" shall
have the respective meanings assigned to them in the February 13, 1995 letter
(the "PSA LETTER") of Xxxxxx, Xxxxxxxx, Xxxxx & Xxxxxxxx on behalf of the Public
Securities Association (which letter, and the Commission staff's response
thereto, were publicly available February 17, 1995), and with respect to
"Collateral Term Sheet" includes any subsequent Collateral Term Sheet that
reflects a substantive change in the information presented. The term
"COMPUTATIONAL MATERIALS" has the meaning assigned to it in the May 17, 1994
letter (the "Xxxxxx Letter" and together with the PSA Letter, the "No-Action
Letters") of Brown & Wood on behalf of Xxxxxx, Xxxxxxx & Co., Inc. (which
letter, and the Commission staff's response thereto, were publicly available May
20, 1994). "SELLER-PROVIDED INFORMATION" means the information contained on any
computer tape furnished to the Underwriters by the Seller concerning the assets
comprising the Issuer.
[(f) Any "electronic roadshow" presentation used by such Underwriter
(an "ER PRESENTATION") shall be made available only to institutional investors,
investment advisors and other persons of a type the Underwriter would
customarily invite to a road show who have been
10
provided with a password by such Underwriter. If the ER Presentation is
transmitted during the "waiting period" between filing and effectiveness of the
Registration Statement, a preliminary prospectus pursuant to Section 10(b) of
the Act will be made available to the prospective investor prior to the release
of the password to such investor. In such event, the ER Presentation will be
preceded and conclude with the following statement:
A preliminary prospectus has been furnished to each person authorized
to receive this transmission. You should refer to such prospectus,
and to the registration statement of which it is a part, for more
complete information about the offering. By electing to view this
transmission, you represent, warrant and agree that you will not
videotape, record or otherwise attempt to reproduce or retransmit the
contents of this transmission.
In addition an ER Presentation transmitted during the waiting period
shall also include a legend complying in substance with Rule 134(b) of the Act.
Any ER Presentation transmitted prior to effectiveness of the Registration
Statement will be coded so that viewers will not be able to copy, print or
down-load information contained in the ER Presentation and will be able to view
the ER Presentation only during the 24-hour period beginning with initial access
to the ER Presentation.
If the Registration Statement is effective at the time the ER
Presentation is transmitted, a prospectus pursuant to Section 10(a) of the Act
will be made available to each prospective investor that is provided access to
the ER Presentation.
The content of the ER Presentation shall be approved by HAFC, the
Seller and HFC prior to transmission and shall not be inconsistent with the
prospectus made available to such investors prior to the ER Presentation
transmission.]
Section 4. PURCHASE AND SALE. The Underwriters' commitment to
purchase the Series 1999-1 Notes pursuant to this Agreement shall be deemed to
have been made on the basis of the representations and warranties of the
Household Entities herein contained and shall be subject to the terms and
conditions herein set forth. The Seller agrees to instruct the Trust to issue
the Series 1999-1 Notes to the Underwriters, and the Underwriters agree to
purchase the Series 1999-1 Notes on the date of issuance thereof. The purchase
prices for the Series 1999-1 Notes shall be as set forth on Schedule 1 hereto.
Section 5. DELIVERY AND PAYMENT. Payment of the purchase price
for, and delivery of, any Series 1999-1 Notes to be purchased by the
Underwriters shall be made at the office of Xxxxx Xxxxxxxxxx LLP, 0000 Xxxxxx xx
xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, or at such other place as shall be agreed upon
by the Representative and the Household Entities, at 10:00 a.m. New York City
time on June___, 1999 (the "CLOSING DATE"), or at such other time or date as
shall be agreed upon in writing by the Representative and the Household
Entities. Payment shall be made by wire transfer of same day funds payable to
the account designated by HAFC. Each of the Series 1999-1 Notes so to be
delivered shall be represented by one or more global Series 1999-1 Notes
registered in the name of Cede & Co., as nominee for The Depository Trust
Company.
11
The Household Entities agree to have the Series 1999-1 Notes available
for inspection, checking and packaging by the Representative in New York, New
York, not later than 12:00 P.M. New York City time on the business day prior to
the Closing Date.
Section 6. OFFERING BY UNDERWRITERS.
(a) It is understood that the Underwriters propose to offer the
Series 1999-1 Notes for sale to the public as set forth in the Prospectus.
(b) Each Underwriter represents and agrees that (i) it has not
offered or sold and, prior to the expiry of six months from the Closing Date,
will not offer or sell any Series 1999-1 Notes to persons in the United Kingdom
except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purpose of
their businesses or otherwise in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995; (ii) it has complied and will
comply with all applicable provisions of the Financial Services Act 1986 with
respect to anything done by it in relation to the Series 1999-1 Notes in, from
or otherwise involving the United Kingdom; and (iii) it has only issued or
passed on, and will only issue or pass on, in the United Kingdom any document
received by it in connection with the issue of the Series 1999-1 Notes, to a
person who is of a kind described in the Article 11(3) of the Financial Services
Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or to a person to
whom such document may otherwise lawfully be issued, distributed or passed on.
Section 7. COVENANTS OF THE HOUSEHOLD ENTITIES. The Household
Entities, covenant with the Underwriters as follows:
A. The Seller will use its best efforts to cause the Registration
Statement and any amendment thereto, if not effective at the Execution Time, to
become effective. If the Registration Statement has become or becomes effective
pursuant to Rule 430A, or filing of the Prospectus is otherwise required under
Rule 424(b), the Seller will file the Prospectus properly completed, pursuant to
Rule 424(b) within the time period prescribed and will promptly evidence
satisfactory to the Underwriters of such timely filing. The Seller will
promptly advise the Underwriters (i) when the Registration Statement shall have
become effective, (ii) when any amendment thereof shall have become effective,
(iii) of any request by the Commission for any amendment or supplement of the
Registration Statement or the Prospectus or for any additional information, (iv)
of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or the institution or threatening of any
proceeding for that purpose, and (v) of the receipt by the Seller of any
modification with respect to the suspension of the qualification of the Series
1999-1 Notes for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose. The Seller will not file any amendment of the
Registration Statement or supplement to the Prospectus to which the Underwriters
reasonably object. The Seller will use its best efforts to prevent the issuance
of any such stop order and if issued, to obtain as soon as possible the
withdrawal thereof.
B. If, at any time when a Prospectus relating to the Series 1999-1
Notes is required to
12
be delivered under the Act, any event occurs as a result of which the Prospectus
as then supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein in the
light of the circumstances under which they were made not misleading, or if it
shall be necessary to supplement such Prospectus to comply with the Act or the
rules thereunder, the Seller shall be required to notify the Underwriters and
upon the Underwriters' request to prepare and furnish without charge to the
Underwriters as many copies as the Underwriters may from time to time reasonably
request of an amended Prospectus or a supplement to the Prospectus which shall
correct such statement or omission or effect such compliance.
C. As soon as practicable, but in any event within 120 days of the
close of the period covered thereby, the Seller will make generally available to
Noteholders and to the Underwriters an earnings statement or statements of the
Trust which will satisfy the provisions of Section 11(a) of the Act and Rule 158
under the Act.
D. The Seller will furnish to the Underwriters and counsel for the
Underwriters, without charge, signed copies of the Registration Statement
(including exhibits thereto) and, so long as delivery of a prospectus by the
Underwriters or dealer may be required by the Act, as many copies of the
Prospectus and any supplement thereto as the Underwriters may reasonably
request.
E. The Household Entities, jointly and severally, agree to pay all
expenses incidental to the performance of their obligations under this
Agreement, including without limitation (i) expenses of preparing, printing and
reproducing the Registration Statement, the Prospectus, and any document
incorporated by reference in the Prospectus (including exhibits thereto),
(ii) any fees charged by any rating agency for the rating of the Series 1999-1
Notes, (iii) any expenses (including reasonable fees and disbursements of
counsel not to exceed $10,000) incurred by the Underwriters in connection with
qualification of the Series 1999-1 Notes for sale under the laws of such
jurisdictions as the Underwriters designate, (iv) the fees and expenses of
(A) Xxxxx Xxxxxxxxxx LLP as special counsel for the Household Entities and
(B) Xxxxxx Xxxxxxxx LLP, (v) the fees and expenses of the Indenture Trustee and
any agent of the Indenture Trustee and the fees and disbursements of counsel for
the Indenture Trustee in connection with the Indenture, the Trust Agreement and
the Series 1999-1 Notes, (vi) the fees and expenses of the Owner Trustee and any
agent of the Owner Trustee and the fees and disbursements of counsel for the
Owner Trustee in connection with the Indenture, the Trust Agreement and the
Series 1999-1 Notes, and (vii) the cost of delivering the Series 1999-1 Notes to
the offices of the Underwriters, insured to the satisfaction of the Underwriters
(it being understood that, except as provided in this paragraph (E) and in
Sections 9 and 10 hereof, each Underwriter will pay its own expenses, including
the expense of preparing, printing and reproducing this Agreement, the fees and
expenses of counsel for the Underwriters, any transfer taxes on resale of any of
the Series 1999-1 Notes by it and advertising expenses connected with any offers
that the Underwriters may make).
F. The Seller will take all reasonable actions requested by the
Underwriters to arrange for the qualification of the Series 1999-1 Notes for
sale under the laws of such jurisdictions within the United States or as
necessary to qualify for the Euroclear System or
13
Cedel Bank, societe anonyme and as the Underwriters may designate, will maintain
such qualifications in effect so long as required for the distribution of the
Series 1999-1 Notes and will arrange for the determination of the legality of
the Series 1999-1 Notes for purchase by institutional investors.
G. For so long as the Series 1999-1 Notes are outstanding, the
Household Entities will furnish to the Underwriters (i) as soon as practicable
after the end of each fiscal year of the Trust, all documents required to be
distributed to Noteholders under the Master Sale and Servicing Agreement or the
Indenture and (ii) as soon as practicable after filing, any other information
concerning the Household Entities filed with any government or regulatory
authority which is otherwise publicly available, as the Underwriters may
reasonably request.
H. To apply the net proceeds from the sale of the Series 1999-1
Notes in the manner set forth in the Prospectus.
I. If, between the date hereof or, if earlier, the dates as of which
information is given in the Prospectus and the Closing Date, to the knowledge of
the Seller, there shall have been any material change, or any development
involving a prospective material change in or affecting the general affairs,
management, financial position, shareholders' equity or results of operations of
any of the Household Entities, the Seller will give prompt written notice
thereof to the Underwriters.
J. The Seller, during the period when the Prospectus is required to
be delivered under the Act or the Exchange Act, will file all documents required
to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange
Act within the time periods required by the Act and the Rules and Regulations
thereunder.
K. To the extent, if any, that the ratings provided with respect to
the Series 1999-1 Notes by the Rating Agency that initially rate the Series
1999-1 Notes are conditional upon the furnishing of documents or the taking of
any other actions by the Seller or HAFC, the Seller shall use its best efforts
to furnish or cause to be furnished such documents and take any such other
actions.
X. Xxxxxxx HAFC nor the Seller will, with the prior written consent
of the Representative, contract to sell any automobile receivable-backed
certificates or notes or other similar securities either directly or indirectly
for a period of five (5) business days after the later of the termination of the
underwriting syndicate or the Closing Date.
M. So long as any of the Series 1999-1 Notes are outstanding, the
Household Entities shall furnish to the Underwriters as soon as such statements
are furnished to the Trustee: (i) the annual statement as to compliance of the
Master Servicer delivered to the Trustee pursuant to Section 4.10(a) of the
Master Sale and Servicing Agreement, and (ii) the annual statement of a firm of
independent public accountants furnished to the Trustee pursuant to
Section 4.11(a) of the Master Sale and Servicing Agreement with respect to the
Master Servicer.
Section 8. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS. The
obligations of the
14
Underwriters to purchase the Series 1999-1 Notes on the Closing Date pursuant to
this Agreement are subject to (i) the material accuracy of the representations
and warranties on the part of the Household Entities herein contained as of the
Execution Time, (ii) the material accuracy of the statements of officers of the
Household Entities made pursuant hereto, (iii) the performance by the Household
Entities of all of their respective obligations hereunder, and the performance
by the Household Entities of all of their respective obligations under the
Seller Agreements, HAFC Agreements and the HFC Agreements and (iv) the following
conditions as of the Closing Date:
A. If the Registration Statement has not become effective prior to
the Execution Time, unless the Underwriters agree in writing to a later time,
the Registration Statement shall have become effective not later than 12:00 Noon
New York City time on the business day following the day on which the public
offering price was determined; if filing of the Prospectus, or any supplement
thereto, is required pursuant to Rule 424(b), the Prospectus shall have been
filed in the manner and within the time period required by Rule 424(b); and no
stop order suspending the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have been instituted or
threatened.
B. Each of the Household Entities shall have delivered a
certificate, dated the Closing Date signed by its President or any Vice
President and its principal financial or principal accounting officer or its
Treasurer or any Assistant Treasurer or its Secretary or any Assistant Secretary
to the effect that the signers of such certificate, on behalf of the named
Household Entity, have carefully examined Series 1999-1 Related Documents, the
Prospectus (and any supplements thereto) and the Registration Statement, stating
that:
(i) the representations and warranties of such
Household Entity in this Agreement are true and correct in all
material respects at and as of the date of such certificate as if made
on and as of such date (except to the extent they expressly relate to
an earlier date);
(ii) such Household Entity has complied, in all
material respects, with all the agreements and satisfied, in all
material respects, all the conditions on its part to be performed or
satisfied at or prior to the date of such certificate;
(iii) nothing has come to the attention of such
Household Entity that would lead it to believe that the Registration
Statement contains any untrue statement of a material fact or omits to
state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading; and
(iv) no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceedings for that
purpose have been instituted. or, to the knowledge of the xxxxxx,
threatened.
X. Xxxx Xxxxxx, Vice President - Corporate Law and Assistant
Secretary of Household International, Inc., shall have delivered a favorable
opinion with respect to clauses (i)
15
through (x) of this paragraph (C), and Xxxxx Xxxxxxxxxx LLP, special counsel to
the Household Entities, shall have delivered a favorable opinion with respect to
clauses (xi) through (xiii) of this paragraph (C) each opinion shall be dated
the Closing Date and shall be satisfactory in form and substance to the
Underwriters and counsel for the Underwriters, to the effect that:
(i) each of HFC, HAFC and the Seller is duly
incorporated and validly existing as a corporation in good standing
under the laws of its jurisdiction of incorporation with corporate
power and authority to own its properties and to conduct its business,
except where failure to have such power and authority do not have a
material adverse effect, as applicable, on the business or
consolidated financial condition of HFC and its subsidiaries, taken as
a whole, or HFC, HAFC, or the Seller, to enter into and perform its
obligation under the HFC Agreements, the HAFC Agreements or the Seller
Agreements, as applicable, and to consummate the transactions
contemplated hereby and thereby;
(ii) each of the HFC Agreements, the HAFC
Agreements or the Seller Agreements has been duly authorized, executed
and delivered by HFC, HAFC or the Seller, as applicable, and
constitute the legal, valid and binding agreement of HFC, HAFC or the
Seller, as applicable, enforceable in accordance with its terms
subject, as to enforceability (A) to applicable bankruptcy,
reorganization, insolvency, moratorium or other similar laws affecting
creditors' rights generally and the rights, (B) to general principles
of equity (regardless of whether enforcement is sought in a
proceedings in equity or at law) and (C) with respect to rights of
indemnity to limitations of public policy under applicable securities
laws;
(iii) the issuance and sale of the Series 1999-1
Notes have been duly authorized and, when executed and authenticated
in accordance with the terms of the Indenture and delivered to and
paid for by the Underwriters pursuant to this Agreement, will be
validly issued and outstanding, entitled to the benefits of the
Indenture, enforceable in accordance with their terms subject, as to
enforceability (A) to applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting creditors'
rights generally and the rights and remedies of creditors of thrifts,
savings institutions or national banking associations and (B) to
general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law);
(iv) neither the execution nor the delivery of the
Underwriting Agreement, the Master Receivables Purchase Agreement, the
Trust Agreement, the Indenture, the Master Sale and Servicing
Agreement or the Series 1999-1 Supplement nor the issuance or delivery
of the Series 1999-1 Notes, nor the consummation of any of the
transactions contemplated herein or therein, nor the fulfillment of
the terms of the Series 1999-1 Notes, the Underwriting Agreement, the
Master Receivables Purchase Agreement, the Trust Agreement, the
Indenture, the Master Sale and Servicing Agreement or the
Series 1999-1 Supplement will
16
conflict with or violate any term or provision of the charter or
by-laws of the Household Entities, or result in a breach or violation
of, or default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or assets of any of the
Household Entities pursuant to, any material statute currently
applicable to any of them or the Trust or any order or regulation
known to such counsel to be currently applicable to any of them or the
Trust of any court, regulatory body, administrative agency or
governmental body having jurisdiction over the Household Entities or
the Trust, as the case may be, or the terms of any indenture or other
agreement or instrument known to such counsel to which the Household
Entities or the Trust is a party or by which any of them or any of
their properties are bound, except where any such conflict, breach,
violation, default or encumbrance would not have a material adverse
effect on the transactions contemplated by this Agreement.
(v) to the best knowledge of such counsel, there
is no pending or threatened action, suit or proceeding before any
court or governmental agency, authority or body or any arbitrator with
respect to the Underwriting Agreement, the Trust, the Series 1999-1
Notes, the Master Receivables Purchase Agreement, the Trust Agreement,
the Indenture, the Master Sale and Servicing Agreement or the Series
1999-1 Supplement or any of the transactions contemplated herein or
therein or with respect to the Household Entities which, in the case
of any such action, suit or proceeding with respect to any of them,
would have a material adverse effect on the Noteholders or the Trust
or upon the ability of any of the Household Entities to perform their
obligations under any of such agreements, and there is no material
contract, franchise or document relating to the Trust or property
conveyed to the Trust which is not disclosed in the Registration
Statement or Prospectus; and the statements included in the
Registration Statement and Prospectus describing statutes (other than
those relating to tax and ERISA matters), legal proceedings, contracts
and other documents fairly summarize the matters therein described;
(vi) the Registration Statement has become
effective under the Act; any required filing of the Prospectus or any
supplement thereto pursuant to Rule 424 has been made in the manner
and within the time period required by Rule 424; to the best knowledge
of such counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued, no proceedings for that
purpose have been instituted or threatened; the Registration Statement
and the Prospectus (and any supplements thereto) (other than financial
and statistical information contained therein as to which such counsel
need express no opinion) comply as to form in all material respects
with the applicable requirements of the Act and the rules thereunder;
(vii) such counsel has no reason to believe that at
the Effective Date the Registration Statement contained any untrue
statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to
17
make the statements therein not misleading or that the Prospectus, as
of its date, includes any untrue statement of a material fact or omits
to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading
(other than financial and statistical information contained therein as
to which such counsel need express no opinion);
(viii) to the best knowledge of such counsel, no
consent, approval, authorization, order, registration, filing,
qualification, license or permit of or with any court or governmental
agency or regulatory body under the federal law of the United States
or the laws of the State of New York is required in connection with
the consummation of the transactions contemplated in the Underwriting
Agreement, the Trust Agreement, the Indenture, the Master Receivables
Purchase Agreement, the Master Sale and Servicing Agreement or the
Series 1999-1 Supplement, except (A) such consents, approvals,
authorizations, orders, registrations, filings, qualifications,
licenses or permits as have been made or obtained or as may be
required under the State securities or blue sky laws of any
jurisdiction in connection. with the purchase of the Series 1999-1
Notes by the Underwriters and the subsequent distribution of the
Series 1999-1 Notes by the Underwriters or (B) where the failure to
have such consents, approvals, authorizations, orders, registrations,
filings, qualifications, licenses or permits would not have a material
adverse effect on the Trust's interests in the Receivables or the
transactions contemplated by such agreements;
(ix) the Series 1999-1 Notes, the Underwriting
Agreement, the Master Receivables Purchase Agreement, the Trust
Agreement, the Master Sale and Servicing Agreement and the Indenture
conform in all material respects to the descriptions thereof contained
in the Registration Statement and the Prospectus;
(x) the Indenture has been duly qualified under
the Trust Indenture Act of 1939 and the Issuer is not required to be
registered under the Investment Company Act of 1940;
(xi) the statements in the Prospectus under the
captions "Summary of Terms -- Tax Status," "Summary of Terms -- ERISA
Considerations," "ERISA Considerations" and "Material Federal Income
Tax Consequences," "Certain Legal Aspects of the Receivables" to the
extent that they constitute matters of law or legal conclusions with
respect thereto, have been reviewed by counsel and represent a fair
and accurate summary of the matters addressed therein, under existing
law and the assumptions stated therein.
(xii) no other filings or other actions, with
respect to the Indenture Trustee's interest in the Receivables, are
necessary to perfect the interest of the Indenture Trustee in the
Receivables, and proceeds thereof, against third parties, except that
appropriate continuation statements must be filed in accordance with
the applicable state's requirements, which is presently at least every
five years;
18
and
(xiii) the conditions to the use of a registration
statement on Form S-3 under the Act, as set forth in the General
Instructions to Form S-3, have been satisfied with respect to the
Registration Statement and the Prospectus. There are no contracts or
documents which are required to be filed as exhibits to the
Registration Statement pursuant to the Act or the Rules and
Regulations thereunder which have not been filed.
In rendering such opinion, counsel may rely (A) as to matters
involving the application of the law of any jurisdiction other than, in the case
of Xxxx X. Xxxxxx, the laws of the State of Illinois, and in the case of Xxxxx
Xxxxxxxxxx LLP, the laws of the State of New York, the corporate law of the
State of Delaware and the United States Federal laws, to the extent deemed
proper and stated in such opinion, upon the opinion of other counsel of good
standing believed by such counsel to be reliable and acceptable to you and your
counsel, and (B) as to matters of fact, to the extent deemed proper and as
stated therein, on the certificates of responsible officers of the Trust,
Household Entities and public officials. References to the Prospectus in this
paragraph C include any supplements thereto.
X. Xxxxx Xxxxxxxxxx LLP, counsel for the Underwriters, shall have
delivered a favorable opinion dated the Closing Date with respect to the
validity of the Series 1999-1 Notes, the Underwriting Agreement, the
Series 1999-1 Supplement, the Registration Statement, the Prospectus and such
other related matters as the Underwriters may reasonably require and the
Household Entities shall have furnished to such counsel such documents as they
reasonably request for the purpose of enabling them to pass on such matters. In
giving their opinion, Xxxxx Xxxxxxxxxx LLP may rely (i) as to matters of
California, Illinois, Nevada and Delaware law (other than Delaware corporation
law) upon the opinions of counsel delivered pursuant to subsection (C) above,
(ii) as to matters involving the application of laws of any jurisdiction other
than the State of New York, the United States Federal laws or the corporation
law of the State of Delaware, to the extent deemed proper and specified in such
opinion, upon the opinion of other counsel of good standing believed to be
reliable, and (iii) as to matters of fact, to the extent deemed proper and as
stated therein on certificates of responsible officers of the Trust. Household
Entities and public officials.
X. Xxxxxxx to the Indenture Trustee shall have delivered a favorable
opinion, dated the Closing Date, and satisfactory in form and substance to the
Underwriters and counsel for the Underwriters, the Household Entities and their
counsel, to the effect that:
(i) The Indenture Trustee has been duly incorporated and is validly
existing as a banking corporation in good standing under the laws of the
United States of America.
(ii) The Indenture Trustee has full corporate trust power and
authority to enter into and perform its obligations under the Indenture,
including, but not limited to, its obligation to serve in the capacity of
the Indenture Trustee and to execute, issue, countersign and deliver the
Series 1999-1 Notes.
19
(iii) The Indenture has been duly authorized, executed and delivered by
the Indenture Trustee and constitutes a legal, valid and binding obligation
of the Indenture Trustee enforceable against the Indenture Trustee, in
accordance with its terms, except that as to enforceability such
enforcement may (A) be subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the rights of
creditors generally and (B) be limited by general principles of equity
(whether considered in a proceeding at law or in equity).
(iv) The Series 1999-1 Notes have been duly authorized, executed and
authenticated by the Indenture Trustee on the date hereof on behalf of the
Trust in accordance with the Indenture.
(v) The execution, delivery and performance of the Indenture and the
Series 1999-1 Notes by the Indenture Trustee will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of any lien, charge
or encumbrance upon any of the property or assets of the Indenture Trustee
pursuant to the terms of the articles of association or the by-laws of the
Indenture Trustee or any statute, rule, regulation or order of any
governmental agency or body, or any court having jurisdiction over the
Indenture Trustee or its property or assets or any agreement or instrument
known to such counsel, to which the Indenture Trustee is a party or by
which the Indenture Trustee or any of its respective property or assets is
bound.
(vi) No authorization, approval, consent or order of, or filing with,
any state or federal court or governmental agency or authority is necessary
in connection with the execution, delivery and performance by the Indenture
Trustee of the Indenture and the Series 1999-1 Notes.
F. Counsel to the Owner Trustee shall have delivered a favorable
opinion, dated the Closing Date and satisfactory in form and substance to the
Underwriters and counsel for the Underwriters, the Household Entities and their
counsel, to the effect that:
(i) The Owner Trustee has been duly incorporated and is validly
existing as a banking corporation in good standing under the laws of the
United States of America.
(ii) The Owner Trustee has full corporate trust power and authority to
enter into and perform its obligations under the Trust Agreement, as the
case may be, including, but not limited to, its obligation to serve in the
capacity of Owner Trustee and to execute, issue, countersign and deliver
the Note.
(iii) The Trust Agreement has been duly authorized, executed and
delivered by the Owner Trustee and constitutes a legal, valid and binding
obligation of the Owner Trustee enforceable against the Owner Trustee, in
accordance with its terms, except that as to enforceability such
enforcement may (A) be subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the rights of
creditors generally and (B) be limited by general principles of equity
(whether considered in a proceeding at law or in equity).
20
(iv) The execution, delivery and performance of the Trust Agreement by
the Owner Trustee will not conflict with or result in a breach of any of
the terms or provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any of the
property or assets of the Owner Trustee pursuant to the terms of the
articles of association or the by-laws of the Owner Trustee or any statute,
rule, regulation or order of any governmental agency or body, or any court
having jurisdiction over the Owner Trustee or its property or assets or any
agreement or instrument known to such counsel, to which the Owner Trustee
is a party or by which the Owner Trustee or any of its respective property
or assets is bound.
(v) No authorization, approval, consent or order of, or filing with,
any state or federal court or governmental agency or authority is necessary
in connection with the execution, delivery and performance by the Owner
Trustee of the Trust Agreement and the Note, as applicable.
G. Wilmington Trust Company ("WLT") shall have furnished to the
Underwriters and the Household Entities a certificate of WLT, signed by one or
more duly authorized officers of WLT, dated the Closing Date, as to the due
authorization, execution and delivery of the Trust Agreement by WLT and the
acceptance by the Owner Trustee of the trusts created thereby and the due
execution and such other matters as the Underwriters and the Household Entities
shall reasonably request.
H. The Chase Manhattan Bank ("CHASE") shall have furnished to the
Underwriters and the Household Entities a certificate of Chase, signed by one or
more duly authorized officers of Chase, dated the Closing Date, as to the due
authorization, execution and delivery of the Indenture and the Master Sale and
Servicing Agreement by Chase and the acceptance by the Indenture Trustee of the
trusts created thereby and the due execution and delivery of the Series 1999-1
Notes by the Indenture Trustee under the Indenture and such other matters as the
Underwriters shall reasonably request.
I. The [Class A-1 Notes] shall have been rated "[A-1]" or its
equivalent, and the [Class A-2 Notes, Class A-3 Notes and the Class A-4 Notes]
shall have been rated "[AAA]" or its equivalent, in each case, by at least two
nationally recognized Ratings Agencies.
J. The Underwriters shall have received copies of letters dated as
of the Closing Date, from the Ratings Agencies stating the current ratings of
the Series 1999-1 Notes as set forth in Section I above.
K. The Underwriters shall have received from Xxxxx Xxxxxxxxxx LLP,
counsel to the Household Entities, a favorable opinion, dated the Closing Date
and satisfactory in form and substance to the Underwriters and counsel for the
Underwriters, as to true sale matters relating to the transaction, and the
Underwriters shall be addressees of any opinions of counsel supplied to the
rating organizations relating to the Series 1999-1 Notes.
L. All proceedings in connection with the transactions contemplated
by this Agreement, and all documents incident hereto, shall be reasonably
satisfactory in form and
21
substance to the Underwriters and counsel for the Underwriters, and the
Underwriters and counsel for the Underwriters shall have received such other
information, opinions, certificates and documents as they may reasonably request
in writing.
M. The Prospectus and any supplements thereto shall have been filed
(if required) with the Commission in accordance with the rules and regulations
under the Act and Section 2 hereof, and prior to the Closing Date, no stop order
suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been instituted or shall
be contemplated by the Commission or by any authority administering any state
securities or Blue Sky law.
N. At the Closing Date, Xxxxxx Xxxxxxxx LLP shall have furnished to
the Underwriters a letter or letters, dated respectively as of the date of this
Agreement and the date of the Closing Date, in form and substance satisfactory
to the Underwriters and counsel for the Underwriters.
If any condition specified in this Section 8 shall not have been
fulfilled when and as required to be fulfilled, (i) this Agreement may be
terminated by the Representative by notice to both of the Household Entities at
any time at or prior to the Closing Date, and such termination shall be without
liability of any party to any other party except as provided in Section 9 and
(ii) the provisions of Section 9, the indemnity set forth in Section 10, the
contribution provisions set forth in Section 10 and the provisions of Sections
13 and 16 shall remain in effect.
Section 9. REIMBURSEMENT OF EXPENSES. If the sale of the Series
1999-1 Notes provided for herein is not consummated because any condition to the
Underwriter's obligations set forth in Section 8 hereof is not satisfied,
because of any termination pursuant to Section 12 hereof or because of any
refusal, inability or failure on the part of the Indenture Trustee or the
Household Entities to perform any agreement herein or comply with any provision
hereof other than by reason of a default by the Underwriters, the Household
Entities, jointly and severally, will reimburse the Underwriters upon demand for
all out-of-pocket expenses (including reasonable fees and disbursements of
counsel) that shall have been incurred by it in connection with the proposed
purchase and Sale of the Series 1999-1 Notes.
Section 10. INDEMNIFICATION.
A. The Household Entities jointly and severally agree to indemnify
and hold harmless the Underwriters and each person, if any, who controls the
Underwriters within the meaning of the Act or the Exchange Act, from and against
any and all loss, claim, damage or liability, joint or several, or any action in
respect thereof (including, but not limited to, any loss, claim, damage,
liability or action relating to purchases and sales of the Series 1999-1 Notes),
to which the Underwriters or any such controlling person may become subject,
under the Act or the Exchange Act or otherwise, insofar as such loss, claim,
damage, liability or action arises out of, or is based upon, (i) any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus, (ii) the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein
22
not misleading or (iii) the omission or alleged omission to state therein a
material fact required to be stated or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
unless (a) such untrue statement or omission or alleged untrue statement or
omission was made in reliance upon and in conformity with written information
furnished to the Seller, or information, if any, electronically transmitted to
the Seller by the Underwriters expressly for use in the Registration Statement
(or any amendment thereof) or (b) such loss, liability, claim, damage or expense
is incurred by an Underwriter solely as a result of the dissemination by it of
Derived Information in violation of Section 3(a) hereof or breach of Section
3(b), 3(c) or 3(f) hereof; and shall reimburse the Underwriters and each such
controlling person promptly upon demand for any documented legal or documented
other expenses reasonably incurred by the Underwriters or such controlling
person in connection with investigating or defending or preparing to defend
against any such loss, claim, damage, liability or action as such expenses are
incurred; PROVIDED, HOWEVER, that the foregoing indemnity with respect to any
untrue statement contained in or omission from the Prospectus shall not inure to
the benefit of the Underwriters if a Household Entity shall sustain the burden
of proving that the person asserting against the Underwriters the loss,
liability, claim, damage or expense purchased any of the Series 1999-1 Notes
which are the subject thereof and was not sent or given a copy of the
appropriate Prospectus (or the appropriate Prospectus as amended or
supplemented) (the term Prospectus as used in this clause shall not include
documents incorporated by reference thereto), if required by law, at or prior to
the written confirmation of the sale of such Series 1999-1 Notes (unless such
Prospectus is amended or supplemented after the Prospectus has been delivered
pursuant to Rule 424(b)) to such person and the untrue statement contained in or
omission from such preliminary prospectus was corrected in the appropriate
Prospectus (or the appropriate Prospectus as amended or supplemented).
The foregoing indemnity agreement is in addition to any liability
which a Household Entity may otherwise have to the Underwriters or any
controlling person of any of the Underwriters.
B. Each of the Underwriters agrees to severally and not jointly
indemnify and hold harmless the Household Entities, the directors and the
officers of the Household Entities who signed the Registration Statement, and
each person, if any, who controls any Household Entity within the meaning of the
Act or the Exchange Act against any and all loss, claim, damage or liability, or
any action in respect thereof, to which a Household Entity or any such director,
officer or controlling person thereof may become subject, under the Act or the
Exchange Act or otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, (i) any untrue statement or alleged
untrue statement of a material fact contained in the Underwriter Information (as
defined below), (ii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or (iii) breach of Section 3(a), 3(b), 3(c) or 3(f) hereof, and
shall reimburse the applicable Household Entity, promptly on demand, and any
such director, officer or controlling person for any documented legal or other
documented expenses reasonably incurred by such Household Entity, or any
director, officer or controlling person in connection with investigating or
defending or preparing to defend against any such loss, claim, damage, liability
or action as such expenses are incurred. Underwriter
23
Information means the information set forth under the caption "Underwriting" in
the Prospectus.
The foregoing indemnity agreement is in addition to any liability
which the Underwriters may otherwise have to any Household Entity or any such
director, officer or controlling person.
C. Promptly after receipt by any indemnified party under this
Section 10 of notice of any claim or the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against any
indemnifying party under this Section 10, promptly notify the indemnifying party
in writing of the claim or the commencement of that action; provided, however,
that the failure to notify an indemnifying party shall not relieve it from any
liability which it may have under this Section 10 except to the extent it has
been materially prejudiced by such failure; and PROVIDED, FURTHER, that the
failure to notify any indemnifying party shall not relieve it from any liability
which it may have to any indemnified party otherwise than under this Section 10.
If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume
the defense thereof with counsel reasonably satisfactory to the indemnified
party, unless such indemnified party reasonably objects to such assumption on
the ground that there may be legal defenses available to it which are different
from or in addition to those available to such indemnifying party. After notice
from the indemnifying party to the indemnified party of its election to assume
the defense of such claim or action, except to the extent provided in the next
following paragraph, the indemnifying party shall not be liable to the
indemnified party under this Section 10 for any fees and expenses of counsel
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
Any indemnified party shall have the right to employ separate counsel
in any such action and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such indemnified party
unless: (i) the employment thereof has been specifically authorized by the
indemnifying party in writing; (ii) such indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party and in the reasonable judgment of such counsel it is
advisable for such indemnified party to employ separate counsel; or (iii) the
indemnifying party has failed to assume the defense of such action and employ
counsel reasonably satisfactory to the indemnified party, in which case, if such
indemnified party notifies the indemnifying party in writing that it elects to
employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such action
on behalf of such indemnified party, it being understood, however, the
indemnifying party shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to local counsel) at any time for all such indemnified
24
parties, which firm shall be designated in writing by the Representative, if the
indemnified parties under this Section 9 consist of the Underwriters or any of
their controlling persons, or by the Household Entities, if the indemnified
parties under this Section 9 consist of any of the Household Entities or any of
the Household Entities' directors, officers or controlling persons, but in
either case reasonably satisfactory to the indemnified party.
Each indemnified party, as a condition of the indemnity agreements
contained in Sections 10A and B, shall use its best efforts to cooperate with
the indemnifying party in the defense of any such action or claim. No
indemnifying party shall be liable for any settlement of any such action
effected without its written consent (which consent shall not be unreasonably
withheld), but if settled with its written consent or if there be a final
judgment for the plaintiff in any such action, the indemnifying party agrees to
indemnify and hold harmless any indemnified party from and against any loss or
liability by reason of such settlement or judgment. No indemnifying party
shall, without prior written consent of the indemnified party, effect any
settlement of any pending or threatened action in respect of which such
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement includes an
unconditional release of such indemnified party from all liability on any claims
that are the subject matter of such action.
Notwithstanding the foregoing, if (x) the indemnified party has made a
proper request to the indemnifying party for the payment of the indemnified
party's legal fees and expenses, as permitted hereby, and (y) such request for
payment has not been honored within thirty days, then, for so long as such
request thereafter remains unhonored, the indemnifying party shall be liable for
any settlement entered into by the indemnified party whether or not the
indemnifying party consents thereto.
D. If the indemnification provided for in this Section 10 shall for
any reason be unavailable to hold harmless an indemnified party under
Section 10A or B in respect of any loss, claim, damage or liability, or any
action in respect thereof, referred to therein, then each indemnifying party
shall, in lieu of indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of such loss, claim,
damage or liability, or action in respect thereof, (i) in such proportion as
shall be appropriate to reflect the relative benefits received by the Household
Entities on the one hand and the Underwriters on the other from the offering of
the Notes or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Household Entities on the one hand and the Underwriters on the
other with respect to the statements or omissions which resulted in such loss,
claim, damage or liability, or action in respect thereof, as well as any other
relevant equitable considerations.
The relative benefits of the Underwriters and the Household Entities
shall be deemed to be in such proportion so that the Underwriters are
responsible for that portion represented by the percentage that the underwriting
discount appearing on the cover page of the Prospectus bears to the public
offering price appearing on the cover page of the Prospectus.
25
The relative fault of the Underwriters and the Household Entities
shall be determined by reference to whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the Household Entities or by one of the
Underwriters, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such statement or omission and
other equitable considerations.
The Household Entities and the Underwriters agree that it would not be
just and equitable if contributions pursuant to this Section 10D were to be
determined by pro rata allocation or by any other method of allocation which
does not take into account the equitable considerations referred to herein. The
amount paid or payable by an indemnified party as a result of the loss, claim,
damage or liability, or action in respect thereof, referred to above in this
Section 10D shall be deemed to include, for purposes of this Section 10D, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Each person, if any, who controls each Underwriter within the meaning
of the Act or the Exchange Act shall have the same rights to contribution as
each of the Underwriters and each director of a Household Entity, each officer
of a Household Entity who signed the Registration Statement, and each person, if
any, who controls a Household Entity within the meaning of the Act or the
Exchange Act shall have the same rights to contribution as the applicable
Household Entity.
Except in the case of any loss, claim, damage, liability or expense
resulting solely from a breach of the Underwriter's representation and warranty
set forth in Section 3(a), (b) or (c) hereof, in no case shall any Underwriter
be responsible for any amount in excess of the underwriting discount applicable
to the Series 1999-1 Notes purchased by such Underwriter hereunder. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
E. The Underwriters severally confirm that the information set forth
(i) in the Prospectus relating to market making, (ii) set forth under the
caption "Underwriting" in the Prospectus, and (iii) provided in response to
Section 3(b) hereof, is correct and constitutes the only information furnished
in writing to a Household Entity by or on behalf of the Underwriters
specifically for inclusion in the Registration Statement and/or the Prospectus.
Section 11. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS. If one or
more of the Underwriters participating in the public offering of the Series
1999-1 Notes shall fail at the Closing Date to purchase the Series 1999-1 Notes
which it is obligated to purchase hereunder (the "DEFAULTED SECURITIES"), then
the non-defaulting Underwriter shall have the right, within 24 hours thereafter,
to make arrangements to purchase all, but not less than all, of the Defaulted
Securities in such amounts as may be agreed upon and upon the terms herein set
forth. If, however, the Underwriter have not completed such arrangements within
such 24-hour period, then:
(i) if the aggregate principal amount of Defaulted
Securities does not
26
exceed 10% of the aggregate principal amount of the Series 1999-1
Notes to be purchased pursuant to this Agreement, the non-defaulting
Underwriter shall be obligated to purchase the full amount thereof, or
(ii) if the aggregate principal amount of Defaulted
Securities exceeds 10% of the aggregate principal amount of the Series
1999-1 Notes to be purchased pursuant to this Agreement, this
Agreement shall terminate, without any liability on the part of any
non- defaulting Underwriter.
No action taken pursuant to this Section shall relieve the defaulting
Underwriter from the liability with respect to any default of such Underwriter
under this Agreement.
In the event of a default by an Underwriter as set forth in this
Section, each of the Underwriters and the Seller shall have the right to
postpone the Closing Date for a period not exceeding five Business Days in order
that any required changes in the Registration Statement or Prospectus or in any
other documents or arrangements may be effected.
Section 12. TERMINATION. This Agreement shall be subject to
termination in the absolute discretion of the Representative, by notice given to
the Seller and HAFC prior to delivery of and payment for the Series 1999-1 Notes
if prior to such time (i) trading in securities generally on the New York Stock
Exchange or the National Association of Securities Dealers National Market
System shall have been suspended or limited, or minimum prices shall have been
established on such exchange or market system; a banking moratorium shall have
been declared by either Federal, New York State authorities or the State of
California; or (ii) there shall have occurred any outbreak or material
escalation of hostilities involving the United States of America where armed
conflict or the declaration of war appears imminent, if, the effect of such
event makes it, in the reasonable judgment of the Representative, impractical or
inadvisable to proceed with the completion of the sale and payment for the
Series 1999-1 Notes. Upon such notice being given, the parties to this
Agreement shall (except for any liability arising before or in relation to such
termination) be released and discharged from their respective obligations under
this Agreement.
Section 13. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
DELIVERY. All representations, warranties and agreements contained in this
Agreement or contained in certificates of officers of the Household Entities
submitted pursuant hereto, shall remain operative and in full force and effect,
regardless of any investigation made by or on behalf of the Representative or
controlling person of the Representative, or by or on behalf of the Household
Entities or any officers, directors or controlling persons and shall survive
delivery of any certificates to the Representative or any controlling person.
Section 14. NOTICES. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
mailed or transmitted by any standard form of telecommunication to the
Underwriters at X.X. Xxxxxx Securities Inc., 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, attention: ____________, Fax: (212) ________; if sent to any Household
Entity to 0000 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000, xxxxxxxxx of
General Counsel, Fax: (000) 000-0000.
27
Section 15. PARTIES. This Agreement shall inure to the benefit of
and be binding upon the Representative and the Household Entities, and their
respective successors or assigns. Nothing expressed or mentioned in this
Agreement is intended nor shall it be construed to give any person, firm or
corporation, other than the parties hereto or thereto and their respective
successors and the controlling persons and officers and directors referred to in
Section 9 and their heirs and legal representatives, any legal or equitable
right, remedy or claim under or with respect to this Agreement or any provision
herein contained. This Agreement and all conditions and provisions hereof are
intended to be for the sole and exclusive benefit of the parties and their
respective successors and said controlling persons and officers and directors
and their heirs and legal representatives (to the extent of their rights as
specified herein and therein) and except as provided above for the benefit of no
other person, firm or corporation. No purchaser of Series 1999-1 Notes from the
Representative shall be deemed to be a successor by reason merely of such
purchase.
SECTION 16. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED IN ACCORDANCE WITH
SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF. SPECIFIED
TIMES OF DAY REFER TO NEW YORK CITY TIME.
Section 17. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but together
they shall constitute but one instrument.
Section 18. HEADINGS. The headings herein are inserted for
convenience of reference only and are not intended to be part of or affect
the meaning or interpretation of, this Agreement.
28
If the foregoing is in accordance with the Representative's
understanding of our agreement, please sign and return to us a counterpart
hereof, whereupon this instrument along with all counterparts will become a
binding agreement between the Representative, the Seller, HAFC and HFC in
accordance with its terms.
Very truly yours,
HOUSEHOLD FINANCE CORPORATION
By:
-------------------------------------
Name:
Title:
HOUSEHOLD AUTO RECEIVABLES CORPORATION
By:
-------------------------------------
Name:
Title:
HOUSEHOLD AUTOMOTIVE FINANCE
CORPORATION
By:
-------------------------------------
Name:
Title:
CONFIRMED AND ACCEPTED, as of
the date first above written:
X.X. XXXXXX SECURITIES INC.
Acting on its own behalf and as Representative of the
Underwriters referred to in the foregoing Agreement
By:
---------------------------------
Name:
Title: Authorized Signatory
29
[Underwriting Agreement]
30
Schedule 1
Purchase Price (excluding accrued interest)
Class A-1 Class A-2 Class A-3 Class A-4
X.X. Xxxxxx Securities Inc. % % % %
[Name of Underwriter] % % % %
[Name of Underwriter] % % % %
[Name of Underwriter] % % % %
Notional Principal Amount
Class A-1 Class A-2 Class A-3 Class A-4
X.X. Xxxxxx Securities Inc. $ $ $ $
[Name of Underwriter]
[Name of Underwriter]
[Name of Underwriter]
Total $ $ $ $
Proceeds (excluding accrued interest)
Class A-1 Class A-2 Class A-3 Class A-4
X.X. Xxxxxx Securities Inc. $ $ $ $
[Name of Underwriter]
[Name of Underwriter]
[Name of Underwriter]
Total $ $ $ $
