Exhibit 4.5
AMENDED AND RESTATED
INDENTURE
FOR
SENIOR DEBT SECURITIES
DATED AS OF DECEMBER 15, 2004
This Amended and Restated Indenture, dated as of the 15th day of
December, 2004, between HSBC Finance Corporation (formerly known as Household
International, Inc. and as successor to Household Finance Corporation), a
corporation duly organized and existing under the laws of the State of
Delaware (hereinafter called the "Company" or "HSBC Finance") and having its
principal office at 0000 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000, and
X.X. Xxxxxx Trust Company, National Association (as successor to Bank One,
National Association, formerly known as The First National Bank of Chicago),
a national banking association organized and existing by virtue of the
banking laws of the United States (hereinafter called the "Trustee"), and
having its principal Corporate Trust Office at Chicago, Illinois.
WITNESSETH
WHEREAS, Household Finance Corporation ("HFC") and the Trustee have
heretofore entered into an Indenture for Senior Debt Securities dated as of
April 1, 1995 (as amended and supplemented to date, hereinafter called the
"Original Indenture"); and
WHEREAS, under the Original Indenture, HFC created and issued from time
to time Notes of various series; and
WHEREAS, prior to the date hereof, HSBC Finance and HFC entered into
an Agreement and Plan of Merger, under which HFC will merge as of the date
hereof with and into HSBC Finance, with HSBC Finance as the surviving
corporation, and all obligations of HFC will become direct obligations of
HSBC Finance, including all Notes issued and outstanding under the Original
Indenture (hereinafter referred to as the "Merger"); and
WHEREAS, Section 10.01 of the Original Indenture provides, among other
things, that HFC will not merge into any other corporation unless the surviving
corporation in such merger (if other than the HFC) expressly assumes, by
supplemental indenture, the due and punctual payment of the principal of (and
premium, if any) and interest on all issued and outstanding Notes and the
performance of every covenant of the Original Indenture on the part of HFC
required to be performed under the Original Indenture; and
WHEREAS, HSBC Finance desires to supplement the Original Indenture to
expressly assume the due and punctual payment of the principal of (and premium,
if any) and interest on all issued and outstanding Notes and the performance of
every covenant of the Original Indenture on the part of the Company required to
be performed under the Original Indenture and to amend and restate the Original
Indenture to evidence the merger of HFC into HSBC Finance; and
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WHEREAS, all things necessary to make this Amended and Restated
Indenture a valid agreement of HSBC Finance and to make the Notes which may be
issued on or after the date hereof, when executed by HSBC Finance and
authenticated and delivered by the Trustee and duly issued by HSBC Finance, the
valid obligations of HSBC Finance, and, in accordance with their and its terms,
have been done.
NOW, THEREFORE, THIS AMENDED AND RESTATED INDENTURE WITNESSETH:
COMPLIANCE WITH ARTICLE X OF THE ORIGINAL INDENTURE
As required by Section 10.01 of the Original Indenture, HSBC Finance
hereby expressly and irrevocably assumes, as of the date hereof, the due and
punctual payment of the principal of (and premium, if any) and interest on all
the Notes issued and outstanding as of the date hereof and the performance of
every covenant of the Original Indenture on the part of HFC required to be
performed under the Original Indenture.
Pursuant to Section 10.02 of the Original Indenture, HSBC Finance shall
succeed to, and be substituted for, and may exercise every right and power of,
HFC under the Original Indenture with the same effect as if HSBC Finance had
been named as the Company herein.
AMENDMENT AND RESTATEMENT OF ORIGINAL INDENTURE TERMS
For and in consideration of the premises and the purchase of Notes to
be issued hereunder by Holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders, as follows:
Article 1. STANDARD PROVISIONS. All of the terms, conditions, covenants
and provisions contained in the Company's Amended and Restated Standard
Multiple-Series Indenture Provisions for Senior Debt Securities dated as of
December 15, 2004 (the "Provisions"), a copy of which is attached hereto, are
incorporated herein by reference in their entirety and shall be deemed to be a
part hereof to the same extent as if such provisions had been set forth in full
herein. All capitalized terms which are used herein and not otherwise defined
herein are defined in the Provisions and are used herein with the same meanings
as in the Provisions. The Provisions, together with this Indenture, are deemed
to be the "Indenture."
Article 2. EFFECTIVE TIME. This Amended and Restated Indenture shall
become effective on the date and at the time of consummation of the Merger.
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TESTIMONIUM
This Amended and Restated Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Indenture to be duly executed and their respective corporate seals to
be hereunto affixed and attested, all as of the day and year first written
above. In addition, by its signature below, the Trustee acknowledges and agrees
that this Amended and Restated Indenture is delivered in a form satisfactory to
the Trustee for purposes of Section 10.01 of the Original Indenture.
HSBC FINANCE CORPORATION
/s/ XXXXX X. XXXXXX
------------------------------------------
By: Xxxxx X. Xxxxxx
Title: Senior Vice President - Treasurer
Attest:
/s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Assistant Secretary
X.X. XXXXXX TRUST COMPANY,
NATIONAL ASSOCIATION
/s/ XXXXX XXXXXXX
-----------------------------------------
By: Xxxxx Xxxxxxx
Title: Authorized Officer
Attest:
/s/ XXXXXX X. XXXXXX (Corporate Seal)
---------------------------
Xxxxxx X. Xxxxxx
Vice President
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