EXHIBIT 1.1
HOUSEHOLD AFFINITY CREDIT CARD MASTER NOTE TRUST I
Series 2003-[*]
$[*] Class A Floating Rate Asset Backed Notes, Series 2003-[*]
$[*] Class B Floating Rate Asset Backed Notes, Series 2003-[*]
FORM OF UNDERWRITING AGREEMENT
[*], 2003
[*],
as Representative of the
Underwriters set forth herein (the "Representative")
[*]
Dear Ladies and Gentlemen:
Household Bank (SB), N.A. (the "Bank") has conveyed and proposes to
further convey, from time to time, the receivables (the "Receivables") that are
generated in a portfolio of certain revolving credit card accounts and other
rights and property to Household Receivables Acquisition Company III ("HRAC").
XXXX XX has conveyed and proposes to further convey such Receivables to
Household Affinity Funding Corporation III (the "Transferor"), which has
conveyed and will convey the Receivables to the Household Affinity Credit Card
Master Note Trust I (the "Issuer"), and the Transferor proposes to cause the
Issuer to sell to you and to the underwriters named in Schedule I hereto (the
"Underwriters"), for whom you are acting as the Representative, $[*] Class A
Floating Rate Asset Backed Notes, Series 2003-[*] (the "Class A Notes"), $[*]
Class B Floating Rate Asset Backed Notes, Series 2003-[*] (the "Class B Notes"
and, together with the Class A Notes, the "Notes"). The Notes will be sold
pursuant to this Underwriting Agreement (this "Agreement") and will represent
undivided interests in certain assets of the Trust (as hereinafter described).
The Receivables have been, and will from time to time be, conveyed to HRAC II by
the Bank pursuant to the Second Amended and Restated Receivables Purchase
Agreement, dated as of July 1, 2002 (as amended from time to time, the "Bank
Receivables Purchase Agreement"). The Receivables have been, and will from time
to time be, conveyed to the Transferor (i) by HRAC II pursuant to a Receivables
Purchase Agreement, dated as of February [*], 2003 (the "HRAC II Receivables
Purchase Agreement" and, together with the Bank Receivables Purchase Agreement,
the "Receivables Purchase Agreements"), between HRAC II and the Transferor and
(ii) by Household Affinity Funding Corporation II ("HAFC II") pursuant to sale
agreements entered into from time to time between HAFC II and the Transferor.
The Receivables have been, and will from time to time be, conveyed by the
Transferor to the Issuer pursuant to a Transfer and Servicing Agreement, dated
as of February [*], 2003 (as amended from time to time, the "Transfer and
Servicing Agreement"), among the Transferor, Household Finance Corporation
("HFC"), as servicer (the "Servicer"), and the Issuer. The Bank, HRAC II, the
Transferor and HFC are direct or indirect
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subsidiaries of Household International, Inc. ("Household"). HFC, the Bank, HRAC
II and the Transferor are referred to collectively herein as the "Household
Entities."
The Issuer is a statutory trust formed pursuant to a Trust Agreement,
dated as of February [*], 2003 (as amended from time to time, the "Trust
Agreement"), between the Transferor and Wilmington Trust Company ("WTC"), as
owner trustee (the "Owner Trustee") and the filing of a certificate of trust
with the Secretary of State of the State of Delaware on February [*], 2003.
The Notes will be issued pursuant to a Master Indenture, dated as of
February [*], 2003 (the "Master Indenture"), between the Issuer and The Bank of
New York, as indenture trustee (the "Indenture Trustee"), as supplemented by the
Series 2003-[*] Indenture Supplement with respect to the Notes to be dated as of
[*], 2003 (the "Indenture Supplement," and together with the Master Indenture,
the "Indenture").
HFC has agreed to provide notices and perform on behalf of the Issuer
certain other administrative obligations required of the Issuer by the Transfer
and Servicing Agreement, the Master Indenture and each indenture supplement for
each series of Notes issued by the Issuer, pursuant to the Transfer and
Servicing Agreement. The Transfer and Servicing Agreement, the Receivables
Purchase Agreements, the Indenture and the Trust Agreement are referred to
herein, collectively, as the "Transaction Documents."
Capitalized terms used herein without definition shall have the meanings
set forth in the Transaction Documents.
Section 1. Representations and Warranties.
(a) Each of the Bank, HRAC II and the Transferor, each as to itself
only, represents and warrants to, and agrees with, each Underwriter as set forth
in this Section 1(a). Certain terms used in this Section 1(a) are defined in the
second paragraph of subsection 1(a)(i) below.
(i) A registration statement on Form S-3 (No. 333-101918),
including a form of prospectus and such amendments thereto as may have
been filed prior to the date hereof, relating to the Notes and the
offering thereof in accordance with Rule 415 under the Securities Act of
1933, as amended (the "Act"), has been filed by the Transferor with, and
has been declared effective by, the Securities and Exchange Commission
(the "Commission"). If any post-effective amendment to such registration
statement has been filed with the Commission prior to the execution and
delivery of this Agreement, the most recent such amendment has been
declared effective by the Commission.
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. "Preliminary Prospectus" shall mean any
preliminary prospectus referred to in the preceding paragraph and any
preliminary prospectus included in the Registration Statement which, as
of the Effective Date, omits Rule 430A Information. "Prospectus" shall
mean the prospectus (the "Base Prospectus") and supplement to the Base
Prospectus (the "Prospectus Supplement") relating to the 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
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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, incorporated documents, 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 so amended. "Rule 424"
and "Rule 430A" refer to such rules under the Act. "Rule 430A
Information" means information with respect to the Notes and the
offering thereof permitted to be omitted from the Registration Statement
when it becomes effective pursuant to Rule 430A.
(ii) On the Effective Date, the Registration Statement
conformed in all respects to the requirements of the Act and the rules
and regulations of the Commission thereunder and the TIA and the rules
and regulations thereunder and did not include any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and
on the date of this Agreement, the Registration Statement and the
Prospectus conform, and at the time of filing of the Prospectus pursuant
to Rule 424(b) the Registration Statement and the Prospectus will
conform, in all respects with the requirements of the Act and the Rules
and Regulations and the TIA and the rules and regulations thereunder and
neither of such documents includes, or will include, any untrue
statement of a material fact or omits, or will omit, to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that none of the
Bank, HRAC II or the Transferor makes any representations or warranties
as to (a) the information contained in or omitted from the Registration
Statement or the Prospectus (or any supplements thereto) in reliance
upon and in conformity with information furnished in writing to the Bank
or the Transferor by or on behalf of any Underwriter through the
Representative specifically for use in connection with the preparation
of the Registration Statement or the Prospectus (or any supplements
thereto), which information solely is as described in the last sentence
of Section 8(b), or (b) any Derived Information (as defined in Section
1(d)) provided by the Underwriters except to the extent that the
information set forth therein is Transferor-Provided Information (as
defined in Section 1(d)).
(iii) The Bank is duly organized, validly existing and in good
standing as a national banking association under the laws of the United
States and each of HRAC II and the Transferor is a corporation duly
organized and validly existing and in good standing under the laws of
its jurisdiction of incorporation. Each of the Bank, HRAC II and the
Transferor 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 financial
condition of the Bank, HRAC II or the Transferor.
(iv) None of the Transferor, HRAC II or the Bank is in
violation of its charter or in default in the performance or observance
of any material obligation, agreement, covenant or condition contained
in any contract, indenture, mortgage, loan agreement, note, lease or
other instrument to which it is a party or by which it may be bound, or
to which any of the property or assets of the Transferor, HRAC II or the
Bank, 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.
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(v) The execution, delivery and performance by the
Transferor of each of this Agreement, the HRAC II Receivables Purchase
Agreement, the Transfer and Servicing Agreement and the Trust Agreement
and the consummation of the transactions contemplated hereby and thereby
have been duly and validly authorized by the Transferor 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 the
Transferor pursuant to, any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Transferor is a
party or by which it may be bound, or to which any of the property or
assets of the Transferor is subject, nor will such action result in any
violation of the provisions of the charter or by-laws of the Transferor
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 the Bank of
this Agreement and the Bank Receivables Purchase Agreement, and the
consummation of the transactions contemplated hereby and thereby have
been duly and validly authorized by the Bank 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 the Bank pursuant
to, any contract, indenture, mortgage, loan agreement, note, lease or
other instrument to which the Bank is a party or by which it may be
bound, or to which any of the property or assets of the Bank is subject,
nor will such action result in any violation of the provisions of the
charter or by-laws of the Bank 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) The execution, delivery and performance by HRAC II of
this Agreement and the HRAC II Receivables Purchase Agreement, and the
consummation of the transactions contemplated hereby and thereby have
been duly and validly authorized by HRAC II 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 HRAC II pursuant
to, any contract, indenture, mortgage, loan agreement, note, lease or
other instrument to which HRAC II is a party or by which it may be
bound, or to which any of the property or assets of HRAC II is subject,
nor will such action result in any violation of the provisions of the
charter or by-laws of HRAC II 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.
(viii) This Agreement, the HRAC II Receivables Purchase
Agreement, the Transfer and Servicing Agreement and the Trust Agreement
have been duly executed and delivered by the Transferor; and this
Agreement, the HRAC II Receivables Purchase Agreement, the Transfer and
Servicing Agreement and the Trust Agreement constitute legal, valid and
binding instruments enforceable against the Transferor 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
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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.
(ix) This Agreement and the Bank Receivables Purchase
Agreement have been duly executed and delivered by the Bank; and this
Agreement and the Bank Receivables Purchase Agreement constitute legal,
valid and binding instruments enforceable against the Bank 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 and the rights and
remedies of creditors of thrifts, savings institutions or national
banking associations, (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.
(x) This Agreement and the HRAC II Receivables Purchase
Agreement have been duly executed and delivered by HRAC II; and this
Agreement and the HRAC II Receivables Purchase Agreement constitute
legal, valid and binding instruments enforceable against HRAC II 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.
(xi) The Bank has authorized the conveyance of the
Receivables to HRAC II; HRAC II has authorized the Conveyance of the
Receivables to the Transferor; the Transferor has authorized the
conveyance of the Receivables to the Issuer; and the Transferor has
directed the Issuer to issue and sell the Notes.
(xii) The Bank will, upon request by the Representative,
provide to the Representative complete and correct copies of publicly
available portions of the Consolidated Reports of Condition and Income
of the Bank for the year ended [*] and for the quarter ended [*] as
submitted to the Comptroller of the Currency. Except as set forth or
contemplated in the Registration Statement and the Prospectus, there has
been no material adverse change in the consolidated condition (financial
or otherwise) of the Bank and its subsidiaries taken as a whole since
[*].
(xiii) Any taxes, fees and other governmental charges in
connection with the execution, delivery and performance of this
Agreement, each of the Transaction Documents and the Notes shall have
been paid or will be paid by the Transferor at or prior to the Closing
Date.
(xiv) The 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.
(xv) There are no legal or governmental proceedings pending,
or to the knowledge of the Bank, HRAC II or the Transferor threatened,
to which the Bank, HRAC II or the Transferor is a party or of which any
property of the Bank, HRAC II or
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the Transferor 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 the Bank and its subsidiaries taken as a whole or
HRAC II or the Transferor, or which would have a material adverse effect
upon the consummation of this Agreement.
(xvi) KPMG LLP is an independent public accountant with
respect to the Bank, HRAC II and the Transferor.
(xvii) 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 Notes, or the consummation by the Bank,
HRAC II or the Transferor of the other transactions contemplated by this
Agreement or any Transaction Document to which it is a party, except for
(A) the registration under the Act of the 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
Notes and the subsequent distribution of the 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 the Bank and its subsidiaries taken
as a whole or HRAC II or the Transferor or the transactions contemplated
by such agreements.
(xvi) None of the Bank, HRAC II or the Transferor will conduct
their operations while any of the Notes are outstanding in a manner that
would require the Transferor or the Issuer to be registered as an
"investment company" under the Investment Company Act of 1940, as
amended (the "1940 Act") as in effect from time to time.
(b) HFC represents and warrants to, and agrees with, each
Underwriter as set forth in this Section 1(b).
(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 restated articles 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 this
Agreement and the Transfer and Servicing Agreement and the consummation
of the transactions
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contemplated hereby and thereby have been duly and validly authorized by
HFC 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 charter or by-laws of HFC or any applicable law,
administrative regulation or administrative or court decree, except
where any such conflict, breach, default, encumbrance or violation would
not have a material adverse effect on the transactions contemplated by
this Agreement.
(iv) This Agreement and the Transfer and Servicing Agreement
have been duly executed and delivered by HFC; and this Agreement and the
Transfer and Servicing Agreement 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 the Representative, provide to
the Representative 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 [*]. 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 since the respective dates as of which information is
given in the Prospectus.
(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 this
Agreement and the Transfer and Servicing Agreement, except for (A) the
registration under the Act of the 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 Notes
and the subsequent distribution of the 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) KPMG LLP is an independent public accountant with
respect to HFC.
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(c) Any certificate signed by an officer on behalf of any of the
Household Entities and delivered to the Underwriters or counsel for the
Underwriters in connection with an offering of the Notes shall be deemed, and
shall state that it is, a representation and warranty as to the matters covered
thereby to each person to whom the representations and warranties in this
Section 1 are made.
(d) Each of the Underwriters severally, not jointly, represents and
warrants to, and agrees with, the other Underwriters, the Transferor, the Bank,
HRAC II and HFC as of the date hereof and as of the Closing Date:
(i) The Underwriters have complied and will comply with all
of their obligations arising under this Agreement and in accordance with
the Act, the Exchange Act and the rules and regulations thereunder and,
with respect to Derived Information provided by such Underwriter, such
Derived Information is accurate in all material respects (taking into
account the assumptions explicitly set forth in the Derived Information,
except for any errors therein attributable to errors or mistakes in the
Transferor-Provided Information). The Derived Information provided by
such Underwriter to the Transferor constitutes a complete set of all
Derived Information required to be filed with the Commission pursuant to
the No-Action Letters.
(ii) Such Underwriter shall provide to the Transferor 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 Transferor a hard copy and, in mutually agreed upon
format, a disk or electronic transmission of such Derived Information.
(iii) Each Underwriter acknowledges that none of the Bank,
HRAC II, the Transferor 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 (i) or (ii)
above.
(iv) For purposes of this Agreement, "Derived Information"
means the type of information defined in Collateral Term Sheets,
Structural Term Sheets or Computational Materials (as such terms are
defined in the No-Action Letters). No Computational Materials,
Collateral Term Sheets or Structural Term Sheets (as defined below) have
been or will be prepared and delivered to prospective investors by or at
the direction of the Underwriters. As used herein, "Computational
Materials" shall have the meaning given such term in the No-Action
Letter of May 20, 1994 issued by the Commission to Xxxxxx, Xxxxxxx
Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and Xxxxxx
Structured Asset Corporation as made applicable to other issuers and
underwriters by the Commission in response to the request of the Public
Securities Association dated May 24, 1994 (collectively, the "Xxxxxx/PSA
Letter") and the No-Action Letter of February 17, 1995 issued by the
Commission to the Public Securities Association (the "PSA Letter" and,
together with the Xxxxxx/PSA Letter, the "No-Action Letters"). As used
herein, "Structural Term Sheets" and "Collateral Term Sheets" shall have
the meanings given such terms in the PSA Letter. "Transferor-Provided
Information" means the information provided by the Transferor, HFC or
the Bank in
8
written form or on computer tape, floppy disk or other electronic media
with respect to the financial characteristics of the Receivables or
other assets comprising the Issuer.
(v) The "electronic roadshow" presentation used by any
Underwriter (the "ER Presentation") shall be made available only to
institutional investors, investment advisors and other persons of a type
such Underwriter would customarily invite to a road show who have been
provided with access by such Underwriter, and the ER Presentation will
be the same as the live road show aired in its entirety (except for any
misstatements, mistakes or dead time which may be edited out).
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, or if a prospectus pursuant to section 10(a) of
the Act is not yet available, then a preliminary prospectus pursuant to
Section 10(b) 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
the Transferor, the Bank, HRAC II and HFC prior to transmission.
(vi) (a) Each such Underwriter shall not sell Notes to any of
such Underwriter's affiliates and (b) any Underwriter affiliated with a
purchaser of Notes is not aware of any arrangement or understanding that
such purchaser intends to distribute or participate in the distribution
of such Notes.
Section 2. Purchase and Sale.
(a) Subject to the terms and conditions and in reliance upon the
covenants, representations and warranties herein set forth, the Transferor
agrees to sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Transferor the principal amount
of Class A Notes set forth opposite such Underwriter's name in Schedule I
pursuant to the terms of this Agreement at a purchase price equal to [*]% of the
aggregate principal amount represented by the Class A Notes.
(b) Subject to the terms and conditions and in reliance upon the
covenants, representations and warranties herein set forth, the Transferor
agrees to sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Transferor the principal amount
of Class B Notes set forth opposite such Underwriter's name in Schedule I
pursuant to the terms of this Agreement at a purchase price equal to [*]% of the
aggregate principal amount represented by the Class B Notes.
Section 3. Delivery and Payment.
Delivery of and payment for the Notes to be purchased by the
Underwriters in accordance with this Agreement shall be made at 9:00 a.m., New
York City time, at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on [*], 2003 which date, time or place may be
postponed or changed by agreement between the Representative and the Transferor
(such date and time of delivery and payment for the Notes being herein referred
to as the "Closing Date"). Delivery of one or more global notes representing the
Notes shall be made to the accounts of the several Underwriters against payment
by the several Underwriters of the purchase price therefor, to or upon the order
of the Transferor by one or more wire transfers in immediately available funds.
The global notes to be so delivered shall be registered in the name of Cede &
Co., as nominee for The Depository Trust Company
9
("DTC"). The interests of beneficial owners of the Notes will be represented by
book entries on the records of DTC and participating members thereof. Definitive
Notes representing the Notes will be available only under limited circumstances
as described in the Indenture.
The Transferor agrees to have copies of the global notes or the
Definitive Notes available for inspection, checking and packaging by the
Underwriters in New York, New York, not later than 1:00 p.m., New York City
time, on the business day prior to the Closing Date.
Section 4. Offering by Underwriters.
(a) It is understood that the Underwriters propose to offer the
Notes for sale to the public as set forth in the Prospectus.
(b) Each Underwriter severally agrees that if it is a foreign broker
dealer not eligible for membership in the National Association of Securities
Dealers, Inc. (the "NASD"), it will not effect any transaction in the Notes
within the United States or induce or attempt to induce the purchase of or sale
of the Notes within the United States, except that it shall be permitted to make
sales to the other Underwriters or to its United States affiliates; provided
that such sales are made in compliance with an exemption of certain foreign
brokers or dealers under Rule 15a-6 under the Exchange Act and in conformity
with the NASD's Conduct Rules as such Rules apply to non-NASD brokers or
dealers.
(c) Each Underwriter severally represents and agrees that (i) it has
not offered or sold, and, prior to the date which is six months after the date
of issue of the Notes, will not offer or sell any 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
purposes of their businesses or otherwise in circumstances which do not
constitute an offer to the public in the United Kingdom for the purposes of the
Public Offers of Securities Regulations 1995 (the "Regulation"), and the
Financial Services and Markets Act 2000 (the "FSMA"); (ii) it has complied and
will comply with all applicable provisions of the Regulations and the FSMA with
respect to anything done by it in relation to the Notes in, from or otherwise
involving the United Kingdom; and (iii) it has only communicated or caused to be
communicated and it will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the FSMA) received by it in connection with the issue or sale of
any Notes in circumstances in which Section 21(1) of the FSMA does not apply to
the Issuer.
Section 5. Agreements. Each of the Household Entities, each as to
itself only, covenants and agrees with the several Underwriters that:
(a) Immediately following the execution of this Agreement, the
Transferor will prepare a Prospectus Supplement setting forth the amount of
Notes covered thereby and the terms thereof not otherwise specified in the Base
Prospectus, the price at which such Notes are to be purchased by the
Underwriters, the initial public offering price, the selling concessions and
allowances, and such other information as the Transferor deems appropriate. The
Transferor will transmit the Prospectus, including such Prospectus Supplement,
to the Commission pursuant to Rule 424(b) by a means reasonably calculated to
result in filing with the Commission pursuant to Rule 424(b). The Transferor
will promptly advise the Representative (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
Transferor of any notification with respect to the suspension of the
qualification of the
10
Notes for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Transferor will not file any amendment of the
Registration Statement or supplement to the Prospectus to which the
Representative reasonably objects. The Transferor 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 Notes is
required to be delivered under the Act, any event occurs as a result of which
the Prospectus as then supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein in the light of the circumstances under which they were made
not misleading, or if it shall be necessary to supplement such Prospectus to
comply with the Act or the rules thereunder, the Transferor shall be required to
notify and consult with the Representative and upon the Representative's request
to prepare and furnish without charge to each Underwriter as many copies as such
Underwriter 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, the Transferor will make generally
available to Noteholders and to the Representative an earnings statement or
statements of the Issuer which will satisfy the provisions of Section 11(a) of
the Act and Rule 158 under the Act.
(d) The Transferor will furnish to the Representative and counsel
for the Underwriters, without charge, copies of the Registration Statement
(including exhibits thereto) and, so long as delivery of a prospectus by an
Underwriter 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 Transferor agrees to pay all expenses incidental to the
performance of its obligations under this Agreement, including without
limitation (i) expenses of preparing, printing and reproducing the Registration
Statement, the Prospectus, this Agreement, the Transaction Documents and the
Notes, (ii) any fees charged by any rating agency for the rating of the Notes,
(iii) any expenses (including reasonable fees and disbursements of counsel to
the Underwriters not to exceed $20,000) incurred by the Underwriters in
connection with qualification of the Notes for sale under the laws of such
jurisdictions as the Representative designates, (iv) fees and disbursements of
counsel to the Underwriters to the extent such fees and disbursements exceed the
amount to be paid by the Underwriters pursuant to this subsection 5(e), (v) the
fees and expenses of KPMG LLP, (vi) 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 and the
Notes, and (vii) the cost of delivering the 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 7 and
8 hereof, the Underwriters will pay their own expenses, including the expense of
preparing, printing and reproducing this Agreement, any agreement among
underwriters, 50% of the fees and expenses of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP
incurred in connection with the issuance of the Notes, any transfer taxes on
resale of any of the Notes by them and advertising expenses connected with any
offers that the Underwriters may make).
(f) The Transferor will take all reasonable actions requested by the
Underwriters to arrange for the qualification of the Notes for sale under the
laws of such jurisdictions within the United States or as necessary to qualify
for the Euroclear System or Clearstream Banking, societe anonyme and as the
Representative may designate, will maintain such qualifications in effect so
long as required for the distribution of the Notes.
(g) For so long as the Notes are outstanding, the Transferor shall
deliver to the Representative by first-class mail and as soon as practicable a
copy of all reports and notices related to
11
Series 2003-[*] and delivered to the Owner Trustee, the Indenture Trustee or the
Noteholders under the Indenture.
(h) For so long as the Notes are outstanding, the Household Entities
will furnish to the Representative 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
Representative may reasonably request.
(i) To the extent, if any, that any rating provided with respect to
the Notes set forth in Sections 6(j) and (k) hereof is conditional upon the
furnishing of documents reasonably available to the Household Entities, the
Household Entities shall furnish such documents.
(j) The Transferor will, at the expense of the Underwriters, file
the Derived Information provided to it by the Representative under Section 1(d)
with the Commission pursuant to a Current Report on Form 8-K not later than 5:00
p.m. on the day the Prospectus is delivered to the Underwriters; provided,
however, that as a condition to the filing of the Derived Information by the
Transferor, the Transferor must receive a letter from a firm of independent
certified public accountants reasonably acceptable to the Transferor, which
letter shall be satisfactory in form and substance to the Transferor, HFC and
their counsel, to the effect that such accountants have performed certain
specified procedures, all of which have been agreed to by the Transferor, as a
result of which they have determined the accuracy in all material respects of
the numerical and financial information included in the Derived Information
provided by the Underwriters to the Transferor for filing with the Commission.
The Transferor shall not be obligated to file any Derived
Information that has been determined to contain any material errors or
omissions; provided, however, that, at the request of an Underwriter, the
Transferor shall file Derived Information containing material errors or
omissions if clearly marked "superseded by materials dated [__________]" and
accompanied by corrected Derived Information that is marked "these materials
supersede and correct the materials dated [___________]."
Section 6. Conditions of Closing; Termination of Rights Under Section 2.
The obligations of the Underwriters to purchase and pay for the Notes on the
Closing Date shall be subject to the material accuracy of the representations
and warranties of the Household Entities contained herein as of the Execution
Time and as of the Closing Date, to the material accuracy of the statements of
the Household Entities made in any certificates delivered pursuant to the
provisions hereof, to the performance by the Household Entities of their
obligations hereunder and to the following additional conditions:
(a) The Prospectus shall have been filed with the Commission in
accordance with the Rules and Regulations and Section 5(a) of this Agreement;
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 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 this Agreement, each of the
Transaction 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
12
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.
(c) Xxxxxxx X. Xxxxxxxx, General Counsel - Treasury and Corporate
Law and Assistant Secretary of Household, as counsel for the Household Entities,
shall have delivered a favorable opinion with respect to clauses (i) through
(xiii) of this paragraph (c), Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, special
counsel to the Household Entities, shall have delivered a favorable opinion with
respect to clauses (xiv) through (xvii) and each of Xxxxxxxx and Wedge, special
Nevada counsel to the Household Entities and Xxxxxxxx, Xxxxxx & Finger, P.A.,
special Delaware counsel to the Issuer, shall have delivered a favorable opinion
with respect to clause (xviii) of this paragraph (c), each opinion shall be
dated the Closing Date and satisfactory in form and substance to the
Representative and counsel for the Underwriters, to the effect that:
(i) the Bank has been duly chartered as a national banking
association and is validly existing and in good standing under the laws
of the United States, is duly qualified to do business and is in good
standing under the laws of each jurisdiction which requires such
qualification wherein it owns or leases material properties or conducts
material business, and has full power and authority to own its
properties, and to enter into and perform its obligations under this
Agreement and the Bank Receivables Purchase Agreement, except where
failure to have such power and authority or to be so qualified will not
have a material adverse effect on the business or consolidated financial
condition of the Bank and its subsidiaries taken as a whole;
(ii) each of HFC, HRAC II and the Transferor 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 the case may be, on the business or consolidated
financial condition of HFC and its subsidiaries, taken as a whole, or
HRAC II or the Transferor, to enter into and perform its obligations
under this Agreement and the Transaction Documents to which it is a
party and to consummate the transactions contemplated hereby and
thereby;
(iii) this Agreement and each of the Transaction Documents
have been duly authorized, executed and delivered by HFC, the Bank, HRAC
II or the Transferor, as the case may be, and, when executed by the
Indenture Trustee, the Owner Trustee or the Representative, as the case
may be, constitute the legal, valid and binding agreement of HFC, the
Bank, HRAC II or the Transferor, as the case may be, enforceable in
13
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 and
remedies of creditors of thrifts, savings institutions or national
banking associations, (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 under this Agreement, to
limitations of public policy under applicable securities laws;
(iv) the Notes have been duly created 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, 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);
(v) none of the execution nor the delivery of this Agreement
or any Transaction Document nor the issuance or delivery of the Notes,
nor the consummation of any of the transactions contemplated herein or
therein, nor the fulfillment of the terms of the Notes, this Agreement
or any Transaction Document will conflict with or violate any term or
provision of the charter, by-laws or organizational documents of any of
the applicable Household Entities, as the case may be, 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 applicable Household Entities pursuant to, any
material statute currently applicable to any of them or any order or
regulation known to such counsel to be currently applicable to any of
them of any court, regulatory body, administrative agency or
governmental body having jurisdiction over the Bank, HRAC II or the
Transferor, as the case may be, or the terms of any indenture or other
agreement or instrument known to such counsel to which any of the
applicable Household Entities 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;
(vi) 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
this Agreement, the Notes or the Transaction Documents 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 upon the ability of any of them to perform
their obligations under any of such agreements; 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 (other than financial
statements and other financial and statistical information contained
therein as to which such counsel need express no opinion) fairly
summarize the matters therein described;
(vii) 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
14
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 information
included in Derived Information and 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;
(viii) such counsel has no reason to believe that at any
Effective Date the Registration Statement (excluding any exhibits filed
therewith) contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or necessary to
make the statements therein not misleading or 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);
(ix) no consent, approval, authorization, order,
registration, filing, qualification, license or permit of or with any
court, federal or state governmental agency or regulatory body is
required for any Household Entity to consummate the transactions
contemplated in this Agreement or the Transaction Documents, 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 Notes by
the Underwriters and the subsequent distribution of the 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 Issuer's
interests in the Receivables or the transactions contemplated by such
agreements;
(x) the Notes, this Agreement and the Transaction Documents
conform in all material respects to the descriptions thereof contained
in the Registration Statement and the Prospectus;
(xi) the Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended (the "TIA"), and complies as to form
with the TIA and the rules and regulations of the Commission thereunder;
(xii) the statements in the Registration Statement under the
heading "Material Legal Aspects of the Receivables" (other than those
statements set forth under the subheading "--Matters Relating to
Conservatorship, Receivership and Bankruptcy") to the extent that they
constitute statements of matters of law or legal conclusions with
respect thereto, have been prepared or reviewed by such counsel or
attorneys under the control of such counsel and are correct in all
material respects;
(xiii) the Issuer is not required to be registered as an
"investment company" under the 1940 Act;
(xiv) to the extent that the transfer of the Receivables by
the Bank to HRAC II does not constitute an absolute assignment of such
Receivables, the Bank Receivables Purchase Agreement creates in favor of
HRAC II a security interest in the rights of the Bank in such
Receivables; to the extent that the transfer of the Receivables by HRAC
II to the Transferor does not constitute an absolute assignment of the
Receivables, the
15
HRAC II Receivables Purchase Agreement creates in favor of the
Transferor a security interest in the rights of HRAC II in such
Receivables; and to the extent that the transfer of the Receivables by
the Transferor to the Issuer does not constitute an absolute assignment
of such Receivables, the Transfer and Servicing Agreement creates in
favor of the Issuer a security interest in the rights of the Transferor
in such Receivables;
(xv) the Indenture creates in favor of the Indenture Trustee
a security interest in the rights of the Issuer in the Receivables;
(xvi) the statements in the Registration Statement and
Prospectus under the headings "Prospectus Summary--Tax Status" and
"Material Federal Income Tax Consequences," to the extent that they
constitute statements of matters of law or legal conclusions with
respect thereto, have been prepared or reviewed by such counsel and
accurately describe the material Federal income tax consequences to
holders of the Notes and the statements under the heading "ERISA
Considerations", to the extent that they constitute statements of
matters of law or legal conclusions with respect thereto, have been
prepared or reviewed by such counsel and accurately describe the
material consequences to holders of the Notes under XXXXX;
(xvii) If the FDIC is appointed as conservator or receiver for
the Bank, and if the Indenture Trustee has a security interest under the
Bank Receivables Purchase Agreement in the rights of the Bank in the
Receivables, such security interest is enforceable against the Bank; and
(xviii) 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.
In rendering such opinion, counsel may rely (A) as to matters involving
the application of the law of any jurisdiction other than (i) with respect to
the opinion delivered by Xxxxxxx X. Xxxxxxxx, General Counsel - Treasury and
Corporate Law and Assistant Secretary of Household, the State of Illinois, the
United States Federal laws and the corporation law of the State of Delaware and
(ii) with respect to the opinion delivered by Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx
LLP, the State of New York, the United States Federal Laws and the corporation
law of the State of Delaware, to the extent deemed proper and stated in each
such opinion, upon the opinion of other counsel of good standing believed by
each such counsel to be reliable and acceptable to you and your counsel, and (B)
as to matters of fact on certificates of responsible officers of the Issuer,
Household Entities and public officials. References to the Prospectus in this
paragraph (c) include any supplements thereto.
(d) Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, as counsel for the
Underwriters, shall have delivered a favorable opinion dated the Closing Date
with respect to the validity of the Notes, this Agreement, the Transfer and
Servicing Agreement, the Indenture, the Registration Statement, and the
Prospectus and with respect to such other related matters (including relevant
security interest, bankruptcy, and conservatorship or receivership matters) as
the Representative 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,
Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP may rely (i) as to matters of Illinois 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
16
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 Issuer, Household Entities and public officials.
(e) At the Execution Time and at the Closing Date, KPMG LLP shall
have furnished to the Representative 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 Representative and counsel for the Underwriters,
confirming that they are certified independent public accountants within the
meaning of the Act, the Exchange Act and the rules and regulations promulgated
thereunder and stating in effect that they have performed certain specified
procedures as a result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to accounting,
financial or statistical information derived from the general accounting records
of the Issuer, the Bank, HRAC II and the Transferor) set forth in the
Registration Statement and the Prospectus (and any supplements thereto), agrees
with the accounting records of the Issuer, and the Household Entities, excluding
any questions of legal interpretation, and (ii) they have performed certain
specified procedures with respect to the computer programs used to select the
Eligible Accounts and to generate information with respect to the Accounts set
forth in the Registration Statement and the Prospectus (and any supplements
thereto).
(f) The Representative shall receive evidence satisfactory to it
that, on or before the Closing Date, UCC-1 financing statements are being or
have been filed in the offices of the Secretaries of State of Delaware and
Nevada (and such other states as may be necessary or desirable pursuant to
applicable state law) reflecting the interest of the Indenture Trustee in the
Receivables and the proceeds thereof.
(g) Counsel to the Indenture Trustee shall have delivered a
favorable opinion, dated the Closing Date, and satisfactory in form and
substance to the Representative 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 and in good standing as a banking corporation under the
laws of the State of New York, is duly qualified to do business in all
jurisdictions where the nature of its operations as contemplated by the
Indenture requires such qualifications, and has the power and authority
(corporate and other) to issue, and to take all action required of it
under the Indenture;
(ii) the execution, delivery and performance by the Indenture
Trustee of the Indenture and the issuance of the Notes by the Indenture
Trustee have been duly authorized by all necessary corporate action on
the part of the Indenture Trustee, and under present laws do not and
will not contravene any law or governmental regulation or order
presently binding on the Indenture Trustee or the charter or the by-laws
of the Indenture Trustee or contravene any provision of or constitute a
default under any indenture, contract or other instrument to which the
Indenture Trustee is a party or by which the Indenture Trustee is bound;
(iii) the execution, delivery and performance by the Indenture
Trustee of the Indenture and the issuance of the Notes by the Indenture
Trustee do not require the consent or approval of, the giving of notice
to, the registration with, or the taking of any other action in respect
of any Federal, state or other governmental agency or authority which
has not previously been effected;
(iv) each of the Notes has been duly authenticated and
delivered by the Indenture Trustee and each of the Notes and the
Indenture constitute legal, valid and
17
binding agreements of the Indenture Trustee, enforceable against the
Indenture Trustee in accordance with its terms (subject to applicable
bankruptcy, insolvency and similar laws affecting creditors' rights
generally); and
(v) no approval, authorization or other action by, or filing
with, any governmental authority of the United States of America having
jurisdiction over the banking or trust powers of the Indenture Trustee
is required in connection with its execution and delivery of the
Indenture or the performance by the Indenture Trustee of the terms of
the Indenture.
(h) Counsel to the Owner Trustee shall have delivered a favorable
opinion, dated the Closing Date, and satisfactory in form and substance to the
Representative and counsel for the Underwriters, the Household Entities and
their counsel, to the effect that:
(i) the Owner Trustee is duly incorporated and validly
existing as a banking corporation in good standing under the laws of the
State of Delaware and has the power and authority to execute, deliver
and perform the Trust Agreement and to consummate the transactions
contemplated thereby;
(ii) the Trust Agreement has been duly authorized, executed
and delivered by the Owner Trustee;
(iii) neither the execution, delivery or performance by the
Owner Trustee, in its individual capacity or as Owner Trustee, as the
case may be, of the Trust Agreement, nor the consummation of the
transactions by the Owner Trustee, in its individual capacity or as
Owner Trustee, as the case may be, contemplated thereby, requires the
consent or approval of, the withholding of objection on the part of, the
giving of notice to, the filing, registration or qualification with, or
the taking of any other action in respect of, any governmental authority
or agency of the State of Delaware or the United States of America
governing the banking or trust powers of the Owner Trustee (other than
the filing of the certificate of trust with the Delaware Secretary of
State, which certificate of trust has been duly filed);
(iv) neither the execution, delivery and performance by the
Owner Trustee, in its individual capacity or as Owner Trustee, as the
case may be, of the Trust Agreement, nor the consummation of the
transactions by the Owner Trustee, in its individual capacity or as
Owner Trustee, as the case may be, contemplated thereby, is in violation
of the charter or bylaws of the Owner Trustee or of any law,
governmental rule or regulation of the State of Delaware or of the
Federal laws of the United States of America governing the banking or
trust powers of the Owner Trustee or, to such counsel's knowledge,
without independent investigation, any indenture, mortgage, bank credit
agreement, note or bond purchase agreement, long-term lease, license or
other agreement or instrument to which it is a party or by which it is
bound or, to such counsel's knowledge, without independent
investigation, of any judgment or order applicable to the Owner Trustee;
and
(v) to such counsel's knowledge, without independent
investigation, there are no pending or threatened actions, suits or
proceedings affecting the Owner Trustee before any court or other
governmental authority which, if adversely determined, would materially
and adversely affect the ability of the Owner Trustee to carry out the
transactions contemplated by the Trust Agreement.
18
(i) Special Delaware counsel to the Issuer shall have delivered a
favorable opinion, dated the Closing Date, and satisfactory in form and
substance to the Representative and counsel for the Underwriters, the Household
Entities and their counsel, to the effect that;
(i) the Issuer has been duly formed and is validly existing
as a common law trust under the laws of the State of Delaware;
(ii) the Trust Agreement constitutes a legal, valid and
binding obligation of the Owner Trustee and the Transferor, enforceable
against the Owner Trustee and the Transferor, in accordance with its
terms;
(iii) each of the Indenture and the Transfer and Servicing
Agreement has been duly executed and delivered by the Owner Trustee, as
Owner Trustee on behalf of the Issuer;
(iv) under the Trust Agreement the execution and delivery of
the Transfer and Servicing Agreement and the Indenture, the issuance of
the Notes and the Transferor Certificate and the granting of the
Collateral to the Indenture Trustee as security for the Notes has been
duly authorized by all necessary trust action on the part of the Issuer;
(v) under the Trust Agreement, the Issuer has (A) the trust
power and authority to execute, deliver and perform its obligations
under the Indenture and the Transfer and Servicing Agreement
(collectively referred to in this subsection (i) as the "Trust
Documents") and the Notes and (B) duly authorized, executed and
delivered such agreements and obligations;
(vi) when the Transferor Certificate has been duly issued by
the Issuer in accordance with the Trust Agreement, the Transferor
Certificate will be validly issued and entitled to the benefits of the
Trust Agreement;
(vii) None of the execution, delivery and performance by the
Issuer of the Trust Documents or the Notes or the issuance by the Issuer
of the Transferor Certificate, nor the consummation by the Issuer of any
of the transactions by the Issuer contemplated thereby, requires the
consent or approval of, the withholding of objection on the part of, the
giving of notice to, the filing, registration or qualification with, or
the taking of any other action in respect of, any governmental authority
or agency of the State of Delaware, other than the filing of any
financing statements with the Delaware Secretary of State in connection
with the Indenture;
(viii) neither the execution, delivery and performance by the
Issuer of the Trust Documents, nor the consummation by the Issuer of the
transactions contemplated thereby, is in violation of the Trust
Agreement or of any law, rule or regulation of the State of Delaware
applicable to the Issuer;
(ix) no creditor of the Owner shall have any right to obtain
possession of, or otherwise exercise legal or equitable remedies with
respect to, the property of the Issuer except in accordance with the
terms of the Trust Agreement;
(x) the Issuer may not be terminated or revoked by the
Owner, and the dissolution, termination or bankruptcy of the Owner shall
not result in the termination or
19
dissolution of the Issuer, except to the extent otherwise provided in
the Trust Agreement; and
(xi) with respect to the Issuer and the Receivables: (A)
there is no document, stamp, exercise or other similar tax imposed by
the State of Delaware upon the perfection of a security interest in the
Receivables, in the transfer of the Receivables to or from the Issuer,
or upon the issuance of the Notes; (B) there is no personal property tax
imposed by the State of Delaware upon or measured by the corpus of the
Issuer; (C) the characterization of the Issuer for federal income tax
purposes will be determinative of the characterization of the Issuer for
Delaware income tax purposes and assuming that the Issuer will be taxed
as a partnership for federal income tax purposes, the Issuer will not be
subject to Delaware income tax and Noteholders who are not otherwise
subject to Delaware income tax will not be subject to tax by reason of
their ownership of the Notes and the receipt of income therefrom; and
(D) any income tax imposed by the State of Delaware that might be
applicable to the Issuer would be based upon "federal taxable income,"
and for the purposes of determining such income, the characterization of
such income for federal income tax purposes will be determinative,
whether the characterization of the transaction is that of a sale or a
loan.
(j) The Class A Notes shall be given the highest investment grade
rating by Xxxxx'x Investors Service, Inc. ("Xxxxx'x"), Standard & Poor's Ratings
Services ("S&P") and Fitch, Inc. ("Fitch") and none of Xxxxx'x, S&P or Fitch
shall have placed the Class A Notes under review with possible negative
implications.
(k) The Class B Notes shall be rated at least "A" or its equivalent
by Xxxxx'x, S&P and Fitch and none of Xxxxx'x, S&P or Fitch shall have placed
the Class B Notes under review with possible negative implications.
(l) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, there shall not have
been any change, or any development involving a prospective change, in or
affecting the business or properties of the Issuer or any of the Household
Entities other than as set forth or contemplated in the Registration Statement
or Prospectus, the effect of which, in any case referred to above, is, in the
judgment of the Representative, so material and adverse as to make it
impractical or inadvisable to proceed with the offering or the delivery of the
Notes as contemplated by the Registration Statement and the Prospectus.
(m) All proceedings in connection with the transactions contemplated
by this Agreement and all documents incident hereto shall be reasonably
satisfactory in form and substance to the Representative and counsel for the
Underwriters, and the Representative and counsel for the Underwriters shall have
received such information, certificates and documents as the Representative or
counsel for the Underwriters may reasonably request.
If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representative and counsel for the Underwriters, this
Agreement and all obligations of the Representative and the Underwriters
hereunder may be canceled at, or at any time prior to, the Closing Date by the
Representative. Notice of such cancellation shall be given to the Indenture
Trustee and the Transferor in writing or by telephone or telegraph confirmed in
writing.
20
Section 7. Reimbursement of Expenses. If the sale of the Notes
provided for herein is not consummated because any condition to the
Representative's obligations set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10 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 Representative or the
Underwriters, the Household Entities, jointly and severally, will reimburse the
Underwriters severally upon demand for all out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of the Notes.
Section 8. Indemnification and Contribution.
(a) As an inducement to the Underwriters to participate in the
public offering of the Notes, the Transferor and HFC, jointly and severally (and
the Bank with respect to any information that it has provided in connection with
the preparation of the Prospectus and with respect to the breach of any of its
representations and warranties under Section 1 hereunder and HRAC II with
respect to the breach of any of its representations and warranties under Section
1 hereunder), agree to indemnify and hold harmless each Underwriter and each
person who controls any Underwriter within the meaning of either Section 15 of
the Act or Section 20 of the Exchange Act against any and all losses, claims,
damages or liabilities, joint or several, to which they or any of them may
become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, or in any Preliminary Prospectus,
the Prospectus, or in any amendment thereof 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, in light of the circumstances under which they were made, not
misleading, and agrees to reimburse each such indemnified party, as incurred,
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that (i) the Household Entities will 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 any such untrue statement or alleged untrue statement or
omission or alleged omission made therein (x) in reliance upon and in conformity
with written information furnished to the Household Entities by or on behalf of
any Underwriter through the Representative specifically for use in connection
with the preparation thereof or (y) that relates to information in Derived
Information provided by the Underwriters (except to the extent that such untrue
statements or errors contained therein result from Transferor-Provided
Information) and (ii) such indemnity with respect to any such untrue statement
or alleged untrue statement or omission or alleged omission in the Prospectus
shall not inure to the benefit of any Underwriter (or any person controlling
such Underwriter) from whom the person asserting any such loss, claim, damage or
liability purchased the Notes which are the subject thereof if such person was
not sent a copy of the Prospectus (or the Prospectus as supplemented) at or
prior to the confirmation of the sale of such Notes to such person in any case
where such delivery is required by the Act and the untrue statement or omission
of a material fact contained in any Preliminary Prospectus was corrected in the
Prospectus (or the Prospectus, as supplemented); provided that such Prospectus
(or the Prospectus, as supplemented) was timely delivered to the Underwriters so
that such Underwriters could have delivered the Prospectus (or the Prospectus,
as supplemented) at or prior to the confirmation of the sale of such Notes to
such person. This indemnity agreement will be in addition to any liability which
the Household Entities may otherwise have.
(b) Each Underwriter, severally but not jointly, agrees to indemnify
and hold harmless each of the Household Entities, each of their directors, each
of the officers who signs the Registration Statement, and each person who
controls any Household Entity within the meaning of
21
Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as
the foregoing indemnities from the Household Entities to each Underwriter, but
only with reference to (i) written information relating to such Underwriter
furnished to the Household Entities by or on behalf of such Underwriter
specifically for use in the preparation of the documents referred to in the
foregoing indemnity or (ii) information in the Derived Information provided by
such Underwriter (except to the extent that such untrue statements or errors
contained therein result from Transferor-Provided Information). This indemnity
agreement will be in addition to any liability which any Underwriter may
otherwise have. The Household Entities acknowledge that the statements relating
to the Underwriters set forth under the heading "Risk Factors-There is no public
market for the notes. As a result you may be unable to sell your notes or the
price of the notes may suffer" in the Prospectus and under the heading
"Underwriting" in the Prospectus Supplement constitute the only information
furnished in writing by the Underwriters or on behalf of the Underwriters for
inclusion in the Prospectus and Prospectus Supplement.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above. The indemnifying party shall be entitled
to appoint counsel of the indemnifying party's choice at the indemnifying
party's expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending
or threatened action in respect of which any 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.
(d) If the indemnification provided for in this Section 8 is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is 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
22
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities as well as any other
relevant equitable considerations. The relative benefits received by the
Household Entities on the one hand and the Underwriters on the other shall be
deemed to be in the same proportion as the total net proceeds from the offering
of the Notes (before deducting expenses) received by the Household Entities
bears to the total underwriting discounts and commissions received by the
Underwriters. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Household Entities or the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The Household Entities and
the Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid by an indemnified
party as a result of the losses, claims, damages or liabilities referred to in
the first sentence of 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 action or claim which is the subject of this
subsection (d). 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 Notes 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 Underwriters' obligations in this subsection
(d) to contribute are several in proportion to their respective underwriting
obligations and not joint.
Section 9. Default by an Underwriter. If any one or more
Underwriters shall fail to purchase and pay for any of the Notes agreed to be
purchased by such Underwriter or Underwriters hereunder on the Closing Date and
such failure to purchase shall constitute a default in the performance of its or
their obligations under this Agreement, the remaining Underwriters shall be
obligated severally to take up and pay for (in the respective proportions which
the amount of Notes set forth opposite their names in Schedule I with respect to
the Closing Date hereto bears to the aggregate amount of Notes set forth
opposite the names of all the remaining Underwriters) the Notes which the
defaulting Underwriter or Underwriters agreed but failed to purchase; provided,
however, that in the event that the aggregate amount of Notes which the
defaulting Underwriter or Underwriters agreed but failed to purchase shall
exceed 10% of the aggregate amount of Notes set forth in Schedule I hereto, the
remaining Underwriters shall have the right to purchase all, but shall not be
under any obligation to purchase any, of the Notes, and if such nondefaulting
Underwriters do not purchase all the Notes, the obligations will terminate
without liability of any nondefaulting Underwriter, the Issuer, or any Household
Entity. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
seven days or such other period as is agreed upon by the Transferor and the
Underwriters, as the Underwriters shall determine in order that the required
changes in the Registration Statement and the Prospectus or in any other
documents or arrangements may be effected. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability, if any, to the
Transferor, HFC, the Bank, HRAC II and any nondefaulting Underwriter for damages
occasioned by its default hereunder.
Section 10. Termination. This Agreement shall be subject to
termination in the absolute discretion of the Representative, by notice given to
the Transferor if after the Execution Time and prior to delivery of and payment
for the Notes on the Closing Date, (i) trading in the Common Stock of Household
International, Inc. shall have been suspended by the Commission or the New York
Stock
23
Exchange or trading in securities generally on the New York Stock Exchange shall
have been suspended or limited or minimum prices shall have been established on
such Exchange, (ii) a banking moratorium shall have been declared by Federal or
State of New York authorities, (iii) there shall have occurred any outbreak or
escalation of hostilities involving the United States of America, declaration by
the United States of a national emergency or war or the occurrence of any other
calamity or crisis the effect of which on the financial markets of the United
States is such as to make it, in the reasonable judgment of the Representative,
impractical or inadvisable to proceed with the offering or delivery of the Notes
as contemplated by the Prospectus, or (iv) there shall have occurred a material
disruption in the settlement of securities or clearance services that actually
prevents the settlement or delivery of the Notes.
Section 11. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities and other
statements of the Household Entities or the officers of each of them and of the
Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation made by or on behalf of the
Underwriters, the Household Entities or any of the officers, directors or
controlling persons referred to in Section 8 hereof, and will survive delivery
of and payment for the Notes. The provisions of Sections 7 and 8 hereof shall
survive the termination or cancellation of this Agreement.
Section 12. Notices. All communications hereunder shall be in
writing and effective only on receipt, and, if sent to the Underwriters, will be
mailed, delivered or telegraphed and confirmed to the Representative at [*],
Attention: [*]; if sent to HFC, will be mailed, delivered or telegraphed and
confirmed to Household Finance Corporation, 0000 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxx,
Xxxxxxxx 00000, Attention: General Counsel; if sent to the Bank, will be mailed,
delivered or telegraphed and confirmed to Household Bank (SB), N.A., 0000 Xxxx
Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx 00000, Attention: General Counsel; if sent to
HRAC II, will be mailed, delivered or telegraphed and confirmed to Household
Receivables Acquisition Company II, 0000 Xxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx
00000, Attention: [*]; and if sent to the Transferor, will be mailed, delivered
or telegraphed and confirmed to Household Affinity Funding Corporation III, 0000
Xxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx 00000, Attention: Manager-Compliance;
provided, however, that any notice to an Underwriter pursuant to Section 8 will
be mailed, delivered or telegraphed and confirmed to such Underwriter.
Section 13. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 14. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
officers, directors and controlling persons referred to in Section 8 hereof, and
no other person will have any right or obligation hereunder.
Section 15. Counterparts. This Agreement may be executed by one or
more parties to this Agreement on any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.
Section 16. Miscellaneous. This agreement supersedes all prior
agreements and understandings relating to the subject matter hereof. Neither
this Agreement nor any term hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against whom enforcement of the change, waiver, discharge or termination is
sought. The headings in this Agreement are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof.
24
If you are in agreement with the foregoing, please sign and return to us
a counterpart hereof, whereupon this letter and your acceptance shall become a
binding agreement among the Household Entities and the several Underwriters.
Very truly yours,
HOUSEHOLD BANK (SB), N.A.
By:
--------------------------
Name:
Title:
HOUSEHOLD RECEIVABLES ACQUISITION
COMPANY II
By:
--------------------------
Name:
Title:
HOUSEHOLD AFFINITY FUNDING
CORPORATION III
By:
--------------------------
Name:
Title:
HOUSEHOLD FINANCE CORPORATION
By:
--------------------------
Name:
Title:
[Signature Page to Underwriting Agreement]
The foregoing Agreement is hereby confirmed and accepted as of the date hereof.
[*]
By:
-------------------------------
Name:
-----------------------
Title:
----------------------
For themselves and the other several Underwriters named in Schedule I to
the foregoing Agreement.
[Signature Page to Underwriting Agreement]
Schedule I
CLASS A NOTES
Principal
Amount
----------------
[*] $[*]
[*] $[*]
[*] $[*]
[*] $[*]
----
$[*]
====
CLASS B NOTES
Principal
Amount
----------------
[*] $[*]
[*] $[*]
[*] $[*]
[*] $[*]
----
$[*]
====
