1
EXHIBIT 4.3
HOUSEHOLD FINANCE CORPORATION
Form of Warrant Agreement
(for warrants sold alone)
THIS WARRANT AGREEMENT dated as of between
Household Finance Corporation, a corporation organized under the laws of the
State of Delaware (the "Company", which term includes any successor corporation
under the Indenture hereinafter referred to) and
as Warrant Agent (the "Warrant Agent").
WHEREAS, the Company has entered into an Indenture dated as
of (the "Indenture"), with , as Trustee (the
"Trustee"), providing for the issuance from time to time of its unsecured debt
securities (the "Debt Securities"), to be issued in one or more series as
provided in the Indenture; and
WHEREAS, the Company proposes to sell warrant certificates
evidencing one or more warrants (the "Warrants" or, individually a "Warrant")
representing the right to purchase [title of debt securities purchasable
through exercise of Warrants] (the "Warrant Debt Securities"), such warrant
certificates and other warrant certificates issued pursuant to this Agreement
hereinafter referred to as the "Warrant Certificates"; and
WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company in connection with the issuance, exchange, exercise and
replacement of the Warrant Certificates, and in this Agreement wishes to set
forth, among other things, the form and provisions of the Warrant Certificates
and the terms and conditions on which they may be issued, exchanged, exercised
and replaced;
NOW THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto agree as follows:
ARTICLE I
Issuance of Warrants and Execution
and Delivery of Warrant Certificates
Section 1.01. Issuance of Warrants. Each Warrant Certificate
shall evidence one or more Warrants. Each Warrant evidenced thereby shall
represent the right, subject to the provisions contained herein and therein, to
purchase a Warrant Debt Security in the principal amount of $ .
2
Section 1.02. Execution and Delivery of Warrant Certificates.
Each Warrant Certificate, whenever issued, shall be in [bearer] [registered]
form substantially in the form set forth in Exhibit A hereto, shall be dated
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the officers of the Company executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any stock exchange on which the Warrant
Certificates may be listed, or to conform to usage. The Warrant Certificates
shall be signed on behalf of the Company by either its President, one of its
Vice Presidents or one of its Assistant Treasurers under its corporate seal and
attested by its Secretary or any of its Assistant Secretaries. Such signatures
may be manual or facsimile signatures of such authorized officers and may be
imprinted or otherwise reproduced on the Warrant Certificates. The seal of the
Company may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted or otherwise reproduced on the Warrant Certificates.
No Warrant Certificate shall be valid for any purpose,
3
and no Warrant evidenced thereby shall be exercisable, until such Warrant
Certificate has been countersigned by the manual signature of the Warrant
Agent. Such signature by the Warrant Agent upon any Warrant Certificate
executed by the Company shall be conclusive evidence that the Warrant
Certificate so countersigned has been duly issued hereunder.
In case any officer of the Company who shall have signed any
of the Warrant Certificates either manually or by facsimile signature shall
cease to be such officer before the Warrant Certificates so signed shall have
been countersigned and delivered by the Warrant Agent, such Warrant
Certificates may be countersigned and delivered notwithstanding that the person
who signed such Warrant Certificates has ceased to be such officer of the
Company; and any Warrant Certificate may be signed on behalf of the Company by
such persons as, at the actual date of the execution of such Warrant
Certificate, shall be the proper officers of the Company, although at the date
of the execution of this Agreement any such person was not such officer.
[If bearer Warrants -- The term "holder" or "holder of a
Warrant Certificate" as used herein shall mean the bearer of such Warrant
Certificate.]
[If registered Warrants -- The term "holder" or "holder of a
Warrant Certificate" as used herein shall mean any person in whose name at the
time any Warrant Certificate shall be registered
2
4
upon the books to be maintained by the Warrant Agent for that purpose.]
Section 1.03. Issuance of Warrant Certificates. Warrant
Certificates evidencing the right to purchase an aggregate principal amount
not exceeding $ = aggregate principal amount of Warrant Debt Securities
(except as provided in Sections 2.03(c), 3.02 and 4.01) may be executed by
the Company and delivered to the Warrant Agent upon the execution of this
Warrant Agreement or from time to time thereafter. The Warrant Agent shall,
upon receipt of Warrant Certificates duly executed on behalf of the Company,
countersign Warrant Certificates evidencing Warrants representing the right
to purchase up to $ aggregate principal amount of Warrant Debt
Securities and shall deliver such Warrant Certificates to or upon the order
of the Company. Subsequent to such original issuance of the Warrant
Certificates, the Warrant Agent shall countersign a Warrant Certificate only
if the Warrant Certificate is issued in exchange or substitution for one or
more previously countersigned Warrant Certificates, [If registered Warrants
-- or in connection with their transfer], as hereinafter provided or as
provided in Section 2.03(c).
ARTICLE II
Warrant Price, Duration and Exercise of Warrants
Section 2.01. Warrant Price*. [On , 19 the
exercise price of each Warrant is $ . During the period from
, 19 through and including , 19 the exercise price of
each Warrant will be $ plus [accrued amortization of the original issue
discount] [accrued interest] from , 19 . On , 19 the
exercise price of each Warrant will be $ . During the period from
, 19 , through and including , 19 , the exercise price
of each Warrant will be $ plus [accrued amortization of the original
issue discount] [accrued interest] from , 19 , [in each case, the
original issue discount will be amortized at a % annual rate, computed on
an annual basis using a 360-day year consisting of twelve 30-day months]. Such
purchase price of Warrant Debt Securities is referred to in this Agreement as
the "Warrant Price". [The original issue discount for each $1,000 principal
amount of Warrant Debt Securities is $ ].
Section 2.02. Duration of Warrants. Each Warrant evidenced
by a Warrant Certificate may be exercised in whole at any time, as
------------------
* Complete and modify the provisions of this Section as appropriate
to reflect the exact terms of the Offered Warrants and the Warrant
Debt Securities.
3
5
specified herein, on or after [the date thereof] [ , 19 ] and at or
before 5 p.m. time on , 19 (the "Expiration Date").
Each Warrant not exercised at or before 5 p.m. time on the
Expiration Date shall become void, and all rights of the holder of the Warrant
Certificate evidencing such Warrant under this Agreement shall cease.
Section 2.03. Exercise of Warrants. (a) During the period specified
in Section 2.02 any whole number of Warrants may be exercised by providing
certain information set forth on the reverse side of the Warrant Certificate
and by paying in full, in lawful money of the United States of America, [in
cash or by certified check or official bank check or by bank wire transfer, in
each case] [by bank wire transfer] in immediately available funds, the Warrant
Price for each Warrant exercised, to the Warrant Agent at its corporate trust
office [or at ], provided that such exercise is subject to receipt
within five business days of such [payment] [wire transfer] by the Warrant
Agent of the Warrant Certificate with the form of election to purchase Warrant
Debt Securities set forth on the reverse side of the Warrant Certificate
properly completed and duly executed. The date on which payment in full of the
Warrant Price is received by the Warrant Agent shall, subject to receipt of the
Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant
is exercised. The Warrant Agent shall deposit all funds received by it in
payment of the Warrant Price in an account of the Company maintained with it
and shall advise the Company by telephone at the end of each day on which a
[payment] [wire transfer] for the exercise of Warrants is received of the
amount so deposited to its account. The Warrant Agent shall promptly confirm
such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee under the Indenture of (i) the
number of Warrants exercised in accordance with the terms and conditions of
this Agreement and the Warrant Certificates; (ii) the instructions of each
holder of the Warrant Certificates evidencing such Warrants with respect to
delivery of the Warrant Debt Securities to which such holder is entitled upon
such exercise; (iii) delivery of Warrant Certificates evidencing the balance,
if any, of the Warrants remaining after such exercise; and (iv) such other
information as the Company or the Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant,
the Company shall issue, pursuant to the Indenture, in authorized denominations
to or upon the order of the holder of the Warrant Certificate evidencing such
Warrant, the Warrant Debt Securities to which such holder is entitled [in fully
registered form, registered in such name or names] [in bearer form] as may be
4
6
directed by such holder*; [provided, however, the Company shall not be required
to deliver any unregistered Warrant Debt Securities in the United States]. If
fewer than all of the Warrants evidenced by such Warrant Certificate were
exercised, the Company shall execute, and an authorized officer of the Warrant
Agent shall manually countersign and deliver, a new Warrant Certificate
evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or
other tax or other governmental charge required to be paid in connection with
any transfer involved in the issue of the Warrant Debt Securities; and in the
event that any such transfer is involved, the Company shall not be required to
issue or deliver any Warrant Debt Securities until such tax or other charge
shall have been paid or it has been established to the Company's satisfaction
that no such tax or other charge is due.
[(e) Issuance of unregistered Warrant Debt Securities upon
exercise of Warrants shall be subject to such arrangements and procedures as
shall be provided pursuant to Section of the Indenture.]
ARTICLE III
Other Provisions Relating to Rights
of Holders of Warrant Certificates
Section 3.01. No Rights as Warrant Debt Security Holder
Conferred by Warrants or Warrant Certificates. No Warrant Certificate or
Warrant evidenced thereby shall entitle the holder thereof to any of the rights
of a holder of Warrant Debt Securities, including, without limitation, the
right to receive the payment of principal of, premium (if any) or interest on
Warrant Debt Securities or to enforce any of the covenants in the Indenture.
Section 3.02. Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Company and the Warrant Agent of evidence
reasonably satisfactory to them of the ownership of and the loss, theft,
destruction or mutilation of any Warrant Certificate and of indemnity
reasonably satisfactory to them and, in the case of mutilation, upon surrender
thereof to the Warrant Agent for cancellation, then, in the absence of notice
to the Company or the Warrant Agent that such Warrant Certificate has been
acquired by a bona fide purchaser, the Company shall execute, and an authorized
officer of the Warrant Agent shall manually countersign and deliver, in
exchange for or in lieu of the lost,
-----------------
* Subject to change in accordance with changes in tax laws and
regulations.
5
7
stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate
of the same tenor and evidencing the same number of Warrants. Upon the
issuance of any new Warrant Certificate under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Warrant Agent) in connection therewith.
Every substitute Warrant Certificate executed and delivered pursuant to this
Section in lieu of any lost, stolen or destroyed Warrant Certificate shall
represent an additional contractual obligation of the Company, whether or not
the lost, stolen or destroyed Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to the benefits of this Agreement
equally and proportionately with any and all other Warrant Certificates duly
executed and delivered hereunder. The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement of mutilated, lost, stolen or destroyed Warrant
Certificates.
Section 3.03. Holder of Warrant Certificate May Enforce
Rights. Notwithstanding any of the provisions of this Agreement, any holder of
a Warrant Certificate, without the consent of the Warrant Agent, the Trustee,
the holder of any Warrant Debt Securities or the holder of any other Warrant
Certificate, may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce or otherwise in respect of, his right to exercise the
Warrants evidenced by his Warrant Certificate in the manner provided in his
Warrant Certificate and in this Agreement.
ARTICLE IV
Exchange and Transfer of Warrant Certificates
Section 4.01. Exchange and Transfer of Warrant Certificates.
Upon surrender at the corporate trust office of the Warrant Agent [or
], Warrant Certificates evidencing Warrants may be exchanged for Warrant
Certificates in other denominations evidencing such Warrants [If registered
Warrants -- or may be transferred in whole or in part]; provided that such
other Warrant Certificates evidence the same aggregate number of Warrants as
the Warrant Certificates so surrendered. [If registered Warrants -- The
Warrant Agent shall keep, at its corporate trust office [and at ],
books in which, subject to such reasonable regulations as it may prescribe, it
shall register Warrant Certificates and exchanges and transfers of outstanding
Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant
Agent at its corporate trust office [or ] for exchange [or transfer],
properly endorsed or accompanied by appropriate instruments of transfer and
written instructions for transfer, all in form satisfactory to the Company
6
8
and the Warrant Agent.] No service charge shall be made for any exchange [or
transfer] of Warrant Certificates, but the Company may require payment of a sum
sufficient to cover any stamp or other tax or other governmental charge that
may be imposed in connection with any such exchange [or transfer]. Whenever
any Warrant Certificates are so surrendered for exchange [or transfer] an
authorized officer of the Warrant Agent shall manually countersign and deliver
to the person or persons entitled thereto a Warrant Certificate or Warrant
Certificates duly authorized and executed by the Company, as so requested. The
Warrant Agent shall not be required to effect any exchange [or transfer] which
will result in the issuance of a Warrant Certificate evidencing a fraction of a
Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant
Certificates issued upon any exchange [or transfer] of Warrant Certificates
shall be the valid obligations of the Company, evidencing the same obligations,
and entitled to the same benefits under this Agreement, as the Warrant
Certificates surrendered for such exchange [or transfer].
Section 4.02. Treatment of Holders of Warrant Certificates.
[Bearer warrants -- Each Warrant Certificate shall be transferable by delivery
and shall be deemed negotiable and the bearer of each Warrant Certificate may
be treated by the Company, the Warrant Agent and all other persons dealing with
such bearer as the absolute owner thereof for any purpose and as the person
entitled to exercise the rights represented by the Warrants evidenced thereby,
any notice to the contrary notwithstanding.] [Registered Warrants -- The
Company and the Warrant Agent may treat the registered holder as the absolute
owner thereof for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced thereby, any notice to the contrary
notwithstanding.]
Section 4.03. Cancellation of Warrant Certificates. Any
Warrant Certificate surrendered for exchange [transfer] or exercise of the
Warrants evidenced thereby shall, if surrendered to the Company, be delivered
to the Warrant Agent and all Warrant Certificates surrendered or so delivered
to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall
not be reissued and, except as expressly permitted by this Agreement, no
Warrant Certificate shall be issued hereunder in exchange or in lieu thereof.
The Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of cancelled Warrant Certificates in a manner satisfactory to the
Company.
ARTICLE V
Concerning the Warrant Agent
Section 5.01. Warrant Agent. The Company hereby
appoints as Warrant Agent of the Company in respect of the
Warrants and the Warrant Certificates, upon the
7
9
terms and subject to the conditions herein set forth; and
hereby accepts such appointment. The Warrant Agent shall have the powers and
authority granted to and conferred upon it in the Warrant Certificates and
hereby and such further powers and authority to act on behalf of the Company as
the Company may hereafter grant to or confer upon it. All of the terms and
provisions with respect to such powers and authority contained in the Warrant
Certificates are subject to and governed by the terms and provisions hereof.
Section 5.02. Conditions of Warrant Agent's Obligations. The
Warrant Agent accepts its obligations herein set forth upon the terms and
conditions hereof, including the following, to all of which the Company agrees
and to all of which the rights hereunder of the holders from time to time of
the Warrant Certificates shall be subject:
(a) Compensation and Indemnification. The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon with the
Company for all services rendered by the Warrant Agent and to reimburse the
Warrant Agent for reasonable out-of-pocket expenses (including counsel fees)
incurred by the Warrant Agent in connection with the services rendered
hereunder by the Warrant Agent. The Company also agrees to indemnify the
Warrant Agent for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on the part of the Warrant
Agent, arising out of or in connection with its acting as Warrant Agent
hereunder, as well as the costs and expenses of defending against any claim of
such liability.
(b) Agent for the Company. In acting under this Warrant
Agreement and in connection with the Warrant Certificates, the Warrant Agent is
acting solely as agent of the Company and does not assume any obligation or
relationship of agency or trust for or with any of the holders of Warrant
Certificates or beneficial owners of Warrants.
(c) Counsel. The Warrant Agent may consult with counsel
satisfactory to it, and the advise of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with the advice of such
counsel.
(d) Documents. The Warrant Agent shall be protected and
shall incur no liability for or in respect of any action taken or thing
suffered by it in reliance upon any Warrant Certificate, notice, direction,
consent, certificate, affidavit, statement or other paper or document
reasonably believed by it to be genuine and to have been presented or signed by
the proper parties.
(e) Certain Transactions. The Warrant Agent, and its
officers, directors and employees, may become the owner of, or
8
10
acquire any interest in, Warrants, with the same rights that it or they would
have if it were not the Warrant Agent hereunder, and, to the extent permitted
by applicable law, it or they may engage or be interested in any financial or
other transaction with the Company and may act on, or as depositary, trustee or
agent for, any committee or body of holders of Warrant Debt Securities or other
obligations of the Company as freely as if it were not the Warrant Agent
hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the
Warrant Agent from acting as Trustee under the Indenture.
(f) No Liability for Interest. The Warrant Agent shall have
no liability for interest on any monies at any time received by it pursuant to
any of the provisions of this Agreement or of the Warrant Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall
have no liability with respect to any invalidity of this Agreement or any of
the Warrant Certificates.
(h) No Responsibility for Representations. The Warrant Agent
shall not be responsible for any of the recitals or representations herein or
in the Warrant Certificates (except as to the Warrant Agent's countersignature
thereon), all of which are made solely by the Company.
(i) No Implied Obligations. The Warrant Agent shall be
obligated to perform only such duties as are herein and in the Warrant
Certificates specifically set forth, and no implied duties or obligations shall
be read into this Agreement or the Warrant Certificates against the Warrant
Agent. The Warrant Agent shall not be under any obligations to take any action
hereunder which may tend to subject it to any expense or liability,
reimbursement for which within a reasonable time is not, in its reasonable
opinion, assured to it. The Warrant Agent shall not be accountable or
responsible for the use by the Company of any of the Warrant Certificates
authenticated by the Warrant Agent and delivered by it to the Company pursuant
to this Agreement or for the application by the Company of the proceeds of the
Warrant Certificates. The Warrant Agent shall have no duty or responsibility
in case of any default by the Company in the performance of its covenants or
agreements contained herein or in the Warrant Certificates or in the case of
the receipt of any written demand from a holder of a Warrant Certificate with
respect to such default, including, without limiting the generality of the
foregoing, any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or, except as provided in Section 6.02 hereof,
to make any demand upon the Company.
Section 5.03. Resignation and Appointment of Successor. (a)
The Company agrees, for the benefit of the holders from time to time of the
Warrant Certificates, that there shall at all times be
9
11
a Warrant Agent hereunder until all the Warrant Certificates are no longer
exercisable.
(b) The Warrant Agent may at any time resign as such agent by
giving written notice to the Company of such intention on its part, specifying
the date on which its desired resignation shall become effective; provided that
such date shall be not less than three months after the date on which such
notice is given, unless the Company otherwise agrees. The Warrant Agent
hereunder may be removed at any time by the filing with it of an instrument in
writing signed by or on behalf of the Company and specifying such removal and
the date when it shall become effective. Such resignation or removal shall
take effect upon the appointment by the Company, as hereinafter provided, of a
successor Warrant Agent (which shall be a bank or trust company authorized
under the laws of the jurisdiction of its organization to exercise corporate
trust powers) and the acceptance of such appointment by such successor Warrant
Agent. The obligation of the Company under Section 5.02(a) shall continue to
the extent set forth therein, notwithstanding the resignation or removal of the
Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or
shall be removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall file a petition seeking relief under Title II
of the United States Code, as now constituted or hereafter amended, or under
any other applicable Federal or State bankruptcy law or similar law or make an
assignment for the benefit of its creditors or consent to the appointment of a
receiver or custodian of all or any substantial part of its property, or shall
admit in writing its inability to pay or meet its debts as they mature, or if a
receiver or custodian of it or of all or any substantial part of its property
shall be appointed, or if an order of any court shall be entered for relief
against it under the provisions of Title II of the United States Code, as now
constituted or hereafter amended, or under any other applicable Federal or
State bankruptcy or similar law, or if any public officer shall have taken
charge or control of the Warrant Agent or of its property or affairs, for the
purpose of rehabilitation, conservation or liquidation, a successor Warrant
Agent, qualified as set forth in subsection (b) above, shall be appointed by
the Company by an instrument in writing, filed with the successor Warrant
Agent. Upon the appointment as aforesaid of a successor Warrant Agent and
acceptance by the successor Warrant Agent of such appointment, the Warrant
Agent shall cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such
10
12
predecessor with like effect as if originally named as Warrant Agent hereunder,
and such predecessor upon payment of its charges and disbursements then unpaid,
shall thereupon become obligated to transfer, deliver and pay over, and such
successor Warrant Agent shall be entitled to receive, all monies, securities
and other property on deposit with or held by such predecessor, as Warrant
Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may
be merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation
to which the Warrant Agent shall sell or otherwise transfer all or
substantially all the assets and business of the Warrant Agent shall be the
successor Warrant Agent under this Agreement without the execution or filing of
any paper or any further act on the part of any of the parties hereto, provided
that it shall be qualified as set forth above in subsection (b).
ARTICLE VI
Miscellaneous
Section 6.01 Amendment. This Agreement may be amended by the
parties hereto, without the consent of the holder of any Warrant Certificate,
for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein, or making any other
provisions with respect to matters or questions arising under this Agreement as
the Company and the Warrant Agent may deem necessary or desirable; provided
that such action shall not adversely affect the interests of the holders of the
Warrant Certificates.
Section 6.02. Notices and Demands to the Company and Warrant
Agent. If the Warrant Agent shall receive any notice or demand addressed to
the Company by the holder of a Warrant Certificate pursuant to the provisions
of the Warrant Certificates, the Warrant Agent shall promptly forward such
notice or demand to the Company.
Section 6.03. Addresses. Any communications from the Company
to the Warrant Agent with respect to this Agreement shall be addressed to
, attention: , and any
communications from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to Household Finance Corporation, 0000 Xxxxxxx
Xxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000, attention: Treasurer (or such other
address as shall be specified in writing by the Warrant Agent or by the
Company).
11
13
Section 6.04. Applicable Law. The validity, interpretation
and performance of this Agreement and each Warrant Certificate issued hereunder
and of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of .
Section 6.05. Delivery of Prospectus. The Company will
furnish to the Warrant Agent sufficient copies of a prospectus relating to the
Warrant Debt Securities deliverable upon exercise of Warrants (the
"Prospectus"), and the Warrant Agent agrees that upon the exercise of any
Warrant, the Warrant Agent will deliver to the holder of the Warrant
Certificate evidencing such Warrant, prior to or concurrently with the delivery
of the Warrant Debt Securities issued upon such exercise, a Prospectus.
Section 6.06. Obtaining of Governmental Approvals. The
Company will from time to time take all action which may be necessary to obtain
and keep effective any and all permits, consents and approvals of governmental
agencies and authorities and securities acts filings under United States
Federal and State laws (including without limitation a registration statement
in respect of the Warrants and Warrant Debt Securities under the Securities Act
of 1933), which may be or become requisite in connection with the issuance,
sale, transfer, and delivery of the Warrant Certificates, the exercise of the
Warrants, the issuance, sale, transfer and delivery of the Warrant Debt
Securities issued upon exercise of the Warrants or upon the expiration of the
period during which the Warrants are exercisable.
Section 6.07. Persons Having Rights under Warrant Agreement.
Nothing in this Agreement expressed or implied and nothing that may be inferred
from any of the provisions hereof is intended, or shall be construed, to confer
upon, or give to, any person or corporation other than the Company, the Warrant
Agent and the holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement or of any covenant, condition,
stipulation, promise or agreement hereof; and all covenants, conditions,
stipulations, promises and agreements in this Agreement contained shall be for
the sole and exclusive benefit of the Company and the Warrant Agent and their
successors and of the holders of the Warrant Certificates.
Section 6.08. Headings. The descriptive headings of the
several Articles and Sections of this Agreement are inserted for convenience
only and shall not control or affect the meaning or construction of any of the
provisions hereof.
Section 6.09. Counterparts. This Agreement may be executed
in any number of counterparts, each of which as so executed shall be deemed to
be an original, but such counterparts shall together constitute but one and the
same instrument.
12
14
Section 6.10. Inspection of Agreement. A copy of this
Agreement shall be available at all reasonable times at the principal corporate
trust office of the Warrant Agent for inspection by the holder of any Warrant
Certificate. The Warrant Agent may require such holder to submit his Warrant
Certificate for inspection by it.
IN WITNESS WHEREOF, Household Finance Corporation has caused
this Agreement to be signed by one of its duly authorized officers, and its
corporate seal to be affixed hereunto, and the same to be attested by its
Secretary or one of its Assistant Secretaries; and
has caused this Agreement to be signed by one of its duly authorized
officers, and its corporate seal to be affixed hereunto, and the same to be
attested by its Secretary or one of its Assistant Secretaries, all as of the
day and year first above written.
HOUSEHOLD FINANCE CORPORATION
By_________________________________
Attest:
____________________
By_________________________________
as Warrant Agent
Attest:
_____________________
13
15
EXHIBIT A
(FORM OF WARRANT CERTIFICATE)
[Face of Warrant Certificate]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT
AGENT AS PROVIDED HEREIN
Warrant Certificates representing
Warrants to purchase
[Title of Warrant Debt Securities]
as described herein.
HOUSEHOLD FINANCE CORPORATION
WARRANTS TO PURCHASE
[Title of Warrant Debt Securities]
VOID AFTER 5 P.M. TIME ON , 19
[No.] Warrants
This certifies that [the bearer is the] [ or registered
assigns is the registered] owner of the above indicated number of Warrants,
each Warrant entitling such [bearer] [owner] to purchase, at any time [after 5
p.m. time on , 19 and] on or before 5 p.m.
time on , 19 , $ principal amount of [Title of Warrant
Debt Securities] (the "Warrant Debt Securities"), of HOUSEHOLD FINANCE
CORPORATION (the "Company"), issued and to be issued under the Indenture (as
hereinafter defined), on the following basis:* [on , 19 the
exercise price of each Warrant is $ ; during the period from ,
19 through and including , 19 , the exercise price of each Warrant
will be $ plus [accrued amortization of the original issue discount]
[accrued interest] from , 19 ; on , 19 the exercise
price of each Warrant will be $ ; during the period from , 19 ,
through and including , 19 , the exercise price of each
Warrant will be $ plus [accrued amortization of the original issue
discount] [accrued interest]
------------------
* Complete and modify the following provisions as appropriate to
reflect the exact terms of the Offered Warrants and the Warrant Debt
Securities.
16
from , 19 ; [in each case, the original issue discount will be
amortized at a % annual rate, computed on an annual basis, using a 360-day
year consisting of twelve 30-day months] (the "Warrant Price"). [The original
issue discount for each $1,000 principal amount of Warrant Debt Securities is
$ .] The holder may exercise the Warrants evidenced hereby by providing
certain information set forth on the back hereof and by paying in full in
lawful money of the United States of America, [in cash or by certified check
or official bank check or by bank wire transfer, in each case,] [by bank wire
transfer] in immediately available funds, the Warrant Price for each Warrant
exercised to the Warrant Agent [as hereinafter defined] and by surrendering
this Warrant Certificate, with the purchase form on the back hereof duly
executed at the corporate trust office of [name of Warrant Agent], or its
successor as warrant agent (the "Warrant Agent"), [or ] at the address
specified on the reverse hereof and upon compliance with and subject to the
conditions set forth herein and in the Warrant Agreement [as hereinafter
defined].
Any whole number of Warrants evidenced by this Warrant
Certificate may be exercised to purchase Warrant Debt Securities in registered
form in denominations of $ and any integral multiples thereof. Upon
any exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the holder hereof a new Warrant
Certificate evidencing the number of Warrants remaining unexercised.
This Warrant Certificate is issued under and in accordance
with the Warrant Agreement, dated as of , 19 (the "Warrant
Agreement"), between the Company and the Warrant Agent and is subject to the
terms and provisions contained in the Warrant Agreement, to all of which terms
and provisions the holder of this Warrant Certificate consents by acceptance
hereof. Copies of the Warrant Agreement are on file at the above-mentioned
office of the Warrant Agent [and at ].
The Warrant Debt Securities to be issued and delivered upon
the exercise of the Warrants evidenced by this Warrant Certificate will be
issued under and in accordance with an Indenture dated as of (the
"Indenture"), between the Company and , a
organized and existing under the laws of ,
as Trustee, ( and any successor to such Trustee
being hereinafter referred to as the "Trustee") and will be subject to the
terms and provisions contained in the Indenture. [In particular, issuance of
unregistered Warrant Debt Securities upon exercise of Warrants shall be subject
to such arrangements and procedures as shall be provided pursuant to
Section of the Indenture.] Copies of the Indenture and the form of
the Warrant Debt Securities are on file at the corporate trust office of the
Trustee [and at ].
2
17
[If Bearer Warrants -- This Warrant Certificate, and all
rights hereunder, may be transferred by delivery and the Company and the
Warrant Agent may treat the bearer hereof as the owner for all purposes.]
[If Registered Warrants -- This Warrant Certificate may be
transferred when surrendered at the corporate trust office of the Warrant Agent
[or ] by the registered owner or his assigns, in person or by an
attorney duly authorized in writing, in the manner and subject to the
limitations provided in the Warrant Agreement.]
After countersignature by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent for Warrant
Certificates representing the same aggregate number of Warrants.
This Warrant Certificate shall not entitle the holder hereof
to any of the rights of a holder of the Warrant Debt Securities, including,
without limitation, the right to receive payments of principal of (premium, if
any) or interest, if any, on the Warrant Debt Securities or to enforce any of
the covenants of the Indenture.
This Warrant Certificate shall not be valid or obligatory for
any purpose until countersigned by the Warrant Agent.
Dated as of , 19 .
HOUSEHOLD FINANCE CORPORATION
By_________________________________
Attest:
________________________
Countersigned:
________________________
As Warrant Agent
By______________________
Authorized Signature
3
18
[Reverse of Warrant Certificate]
(Instructions for Exercise of Warrant)
To exercise the Warrants evidenced hereby, the holder must pay
[in cash or by certified check or official bank check or by bank wire transfer]
[by bank wire transfer] in immediately available funds the Warrant Price in
full for Warrants exercised to [insert name of Warrant Agent] Corporate Trust
Department, [insert address of Warrant Agent], Attn: [or ],
which [payment] [wire transfer] must specify the name of the holder and the
number of Warrants exercised by such holder. In addition, the holder must
complete the information required below and present this Warrant Certificate
in person or by mail (registered mail is recommended) to the Warrant Agent at
the addresses set forth below. This Warrant Certificate, completed and duly
executed, must be received by the Warrant Agent within five business days of
the [payment] [wire transfer].
[FORM OF ELECTION TO PURCHASE]
(To be executed upon exercise of Warrant.)
The undersigned hereby irrevocably elects to exercise
Warrants, evidenced by this Warrant Certificate, to purchase
$ principal amount of the [Title of Debt Securities] (the "Warrant
Debt Securities") of Household Finance Corporation and represents that he has
tendered payment for such Warrant Debt Securities [in cash or by certified
check or official bank check or by bank wire transfer, in each case] [by bank
wire transfer] in immediately available funds to the order of Household Finance
Corporation c/o [insert name and address of Warrant Agent], in the amount of
$ in accordance with the terms hereof. The undersigned requests that said
principal amount of Warrant Debt Securities be in [bearer form in the
authorized denominations] [fully registered form in the authorized
denominations, registered in such names and delivered] all as specified in
accordance with the instructions set forth below.
If the number of Warrants exercised is less than all of the
Warrants evidenced hereby, the undersigned requests that a new Warrant
Certificate representing the remaining Warrants evidenced hereby be issued and
delivered to the undersigned unless otherwise specified in the instructions
below.
Dated:
___________________________
___________________________ Name_________________________________
(Insert Social Security (Please Print)
or Other Identifying Number
of Holder) Address______________________________
______________________________
Signature____________________________
19
The Warrants evidenced hereby may be exercised at the
following addresses:
By hand at ______________________________________________
______________________________________________
______________________________________________
______________________________________________
$________________
By mail at ______________________________________________
______________________________________________
______________________________________________
______________________________________________
(Instructions as to form and delivery of Warrant Debt
Securities and, if applicable, Warrant Certificates evidencing unexercised
Warrants.)
2
20
Reverse of Warrant Certificate
*[CERTIFICATE FOR DELIVERY OF BEARER BONDS]
HOUSEHOLD FINANCE CORPORATION
Warrant Debt Securities
TO: HOUSEHOLD FINANCE CORPORATION
[Name of Trustee],
as Trustee
This certificate is submitted in connection with our request
that you deliver to us $ principal amount of Warrant Debt Securities in
bearer form upon exercise of Warrants. We hereby certify that either (a) none
of such Warrant Debt Securities will be held by or on behalf of a United States
Person, or (b) if a United States Person will have a beneficial interest in
such Warrant Debt Securities, such person is described in Section 165(j)(3)(A),
(B) or (C) of the United States Internal Revenue Code of 1954, as amended, and
the regulations thereunder. As used herein, "United States Person" means a
citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or any
political subdivision thereof or an estate or trust whose income from sources
without the United States is includible in gross income for United States
Federal income tax purposes regardless of its connection with the conduct of a
trade or business within the United States.
We understand that this certificate is required in connection
with certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.
Dated:
_____________________________________
(Please print name)
------------------
* Subject to changes in accordance with changes in tax laws and
regulations.
21
[If registered Warrant]
ASSIGNMENT
[FORM OF ASSIGNMENT TO BE EXECUTED IF HOLDER DESIRES
TO TRANSFER WARRANTS EVIDENCED HEREBY]
FOR VALUE RECEIVED hereby
sells, assigns and transfers unto
Please insert social security
or other identifying number
________________________________
______________________________
(Please print name and address
including zip code)
_______________________________________________________________________________
the Warrants represented by the within Warrant Certificate and does
hereby irrevocably constitute and appoint Attorney, to
transfer said Warrant Certificate on the books of the Warrant Agent with full
power of substitution in the premises.
Dated: ________________________________
Signature
(Signature must conform in all respects to name
of holder as specified on the face of this
Warrant Certificate and must bear a signature
guarantee by a bank, trust company or member
broker of the New York Stock Exchange.)
Signature Guaranteed:
______________________________
22
HOUSEHOLD FINANCE CORPORATION
Form of Warrant Agreement
(for warrants sold attached to debt securities)
THIS WARRANT AGREEMENT dated as of between
Household Finance Corporation, a Delaware corporation (the "Company", which
term includes any successor corporation under the Indenture hereinafter
referred to) and as Warrant Agent (the "Warrant Agent").
WHEREAS, the Company has entered into an Indenture dated as of
(the "Indenture"), with , as Trustee (the "Trustee"),
providing for the issuance from time to time of its unsecured debt securities
("Debt Securities"), to be issued in one or more series as provided in the
Indenture; and
WHEREAS, the Company proposes to sell [title of Debt
Securities being offered] (the "Offered Debt Securities"), with warrant
certificates evidencing one or more warrants (the "Warrants" or, individually a
"Warrant") representing the right to purchase [title of Debt Securities
purchasable through exercise of Warrants] (the "Warrant Debt Securities"), such
warrant certificates and other warrant certificates issued pursuant to this
Agreement hereinafter referred to as the "Warrant Certificates"; and
WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company in connection with the issuance, exchange, exercise and
replacement of the Warrant Certificates, and in this Agreement wishes to set
forth, among other things, the form and provisions of the Warrant Certificates
and the terms and conditions on which they may be issued, exchanged, exercised
and replaced;
NOW THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto agree as follows:
ARTICLE I
Issuance of Warrants and Execution
and Delivery of Warrant Certificates
SECTION 1.01. Issuance of Warrants. Warrants shall be
initially issued in connection with the issuance of the Offered Debt Securities
[but shall be separately transferable on and after , 19 (the
"Detachable Date")] [shall not be separately transferable] and each Warrant
Certificate shall evidence one or more Warrants. Each Warrant evidenced
thereby shall represent the right, subject to the provisions contained herein
and therein, to purchase a Warrant Debt Security in the principal amount of
$ . Warrant Certificates shall be initially issued in units with
23
the Offered Debt Securities and each Warrant Certificate included in such unit
shall evidence Warrants for each $ principal amount of
Offered Debt Securities included in such unit.
SECTION 1.02. Execution and Delivery of Warrant Certificates.
Each Warrant Certificate, whenever issued, shall be in [bearer] [registered]
form substantially in the form set forth in Exhibit A hereto, shall be dated
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the officers of the Company executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any stock exchange on which the Warrant
Certificates may be listed, or to conform to usage. The Warrant Certificates
shall be signed on behalf of the Company by either its President, one of its
Vice Presidents or one of its Assistant Treasurers under its corporate seal and
attested by its Secretary or any of its Assistant Secretaries. Such signatures
may be manual or facsimile signatures of such authorized officers and may be
imprinted or otherwise reproduced on the Warrant Certificates. The seal of the
Company may be in the form of a facsimile thereof and may be impressed,
affixed, imprinted or otherwise reproduced on the Warrant Certificates.
No Warrant Certificate shall be valid for any purpose, and no
Warrant evidenced thereby shall be exercisable, until such Warrant Certificate
has been countersigned by the manual signature of the Warrant Agent. Such
signature by the Warrant Agent upon any Warrant Certificate executed by the
Company shall be conclusive evidence that the Warrant Certificate so
countersigned has been duly issued hereunder.
In case any officer of the Company who shall have signed any
of the Warrant Certificates either manually or by facsimile signature shall
cease to be such officer before the Warrant Certificates so signed shall have
been countersigned and delivered by the Warrant Agent, such Warrant
Certificates may be countersigned and delivered notwithstanding that the person
who signed such Warrant Certificates has ceased to be such officer of the
Company; and any Warrant Certificate may be signed on behalf of the Company by
such persons as, at the actual date of the execution of such Warrant
Certificate, shall be the proper officers of the Company, although at the date
of the execution of this Agreement any such person was not such officer.
[If bearer Warrants -- The term "holder" or "holder of a
Warrant Certificate" as used herein shall mean [If Offered Debt Securities with
Warrants which are not immediately detachable, prior to the Detachable Date,
the registered owner of the Offered
2
24
Debt Security to which such Warrant Certificate was initially attached (or the
bearer if the Offered Debt Security is a bearer Debt Security), and after such
Detachable Date] the bearer of such Warrant Certificate.]
[If registered Warrants -- The term "holder" or "holder of a
Warrant Certificate" as used herein shall mean any person in whose name at the
time any Warrant Certificate shall be registered upon the books to be
maintained by the Warrant Agent for that purpose. [If Offered Debt Securities
with Warrants which are not immediately detachable, or upon the register of the
Offered Debt Securities prior to the Detachable Date. The Company will, or
will cause the registrar of the Offered Debt Securities to make available at
all times to the Warrant Agent such information as to holders of the Offered
Debt Securities with Warrants as may be necessary to keep the Warrant Agent's
records up to date.]]
SECTION 1.03. Issuance of Warrant Certificates. Warrant
Certificates evidencing the right to purchase an aggregate principal amount not
exceeding $ aggregate principal amount of Warrant Debt Securities
(except as provided in Sections 2.03(c), 3.02 and 4.01) may be executed by the
Company and delivered to the Warrant Agent upon the execution of this Warrant
Agreement or from time to time thereafter. The Warrant Agent shall, upon
receipt of Warrant Certificates duly executed on behalf of the Company,
countersign Warrant Certificates evidencing Warrants representing the right to
purchase up to $ aggregate principal amount of Warrant Debt Securities and
shall deliver such Warrant Certificates to or upon the order of the Company.
Subsequent to such original issuance of the Warrant Certificates, the Warrant
Agent shall countersign a Warrant Certificate only if the Warrant Certificate
is issued in exchange or substitution for one or more previously countersigned
Warrant Certificates, [If registered Warrants -- or in connection with their
transfer], as hereinafter provided or as provided in Section 2.03(c).
ARTICLE II
Warrant Price, Duration and Exercise of Warrants
SECTION 2.01. Warrant Price.* [On , 19 the
exercise price of each Warrant is $ . During the period from
, 19 through and including , 19 the exercise price of each
Warrant will be $ plus [accrued amortization of the original issue
discount] [accrued interest] from , 19 . On , 19 the
exercise price of
--------------
* Complete and modify the provisions of this Section as appropriate
to reflect the exact terms of the Offered Warrants and the Warrant
Debt Securities.
3
25
each Warrant will be $ . During the period from , 19 ,
through and including , 19 , the exercise price of each Warrant
will be $ plus [accrued amortization of the original issue discount]
[accrued interest] from , 19 , [in each case, the original issue discount
will be amortized at a % annual rate, computed on an annual basis using a
360-day year consisting of twelve 30-day months]. Such purchase price of
Warrant Debt Securities is referred to in this Agreement as the "Warrant
Price." [The original issue discount for each $1,000 principal amount of
Warrant Debt Securities is $ ].
SECTION 2.02. Duration of Warrants. Each Warrant evidenced by a
Warrant Certificate may be exercised in whole at any time, as specified
herein, on or after [the date thereof] [ , 19 ] and at or before
5 p.m. time on , 19 (the "Expiration Date"). Each Warrant not
exercised at or before the close of business on the Expiration Date shall
become void, and all rights of the holder of the Warrant Certificate
evidencing such Warrant under this Agreement shall cease.
SECTION 2.03. Exercise of Warrants. (a) During the period specified
in Section 2.02 any whole number of Warrants may be exercised by providing
certain information set forth on the reverse side of the Warrant Certificate
and by paying in full, in lawful money of the United States of America, [in
cash or by certified check or official bank check or by bank wire transfer, in
each case,] [by bank wire transfer] in immediately available funds the Warrant
Price for each Warrant exercised to the Warrant Agent at its corporate trust
office [or at ], provided that such exercise is subject to receipt
within five business days of such [payment] [wire transfer] by the Warrant
Agent of the Warrant Certificate with the form of election to purchase Warrant
Debt Securities set forth on the reverse side of the Warrant Certificate
properly completed and duly executed. The date on which payment in full of the
Warrant Price is received by the Warrant Agent shall, subject to receipt of the
Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant
is exercised. The Warrant Agent shall deposit all funds received by it in
payment of the Warrant Price in an account of the Company maintained with it
and shall advise the Company by telephone at the end of each day on which a
[payment] [wire transfer] for the exercise of Warrants is received of the
amount so deposited to its account. The Warrant Agent shall promptly confirm
such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee under the Indenture of (i) the
number of Warrants exercised in accordance with the terms and conditions of
this Agreement and the Warrant Certificates, (ii) the instructions of each
holder of the Warrant Certificates evidencing such Warrants with respect to
delivery of the Warrant Debt Securities to which such holder is entitled upon
4
26
such exercise, (iii) delivery of Warrant Certificates evidencing the balance,
if any, of the Warrants remaining after such exercise, and (iv) such other
information as the Company or the Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant,
the Company shall issue, pursuant to the Indenture, in authorized denominations
to or upon the order of the holder of the Warrant Certificate evidencing such
Warrant, the Warrant Debt Securities to which such holder is entitled, [in
fully registered form, registered in such name or names] [in bearer form] as
may be directed by such holder* ;[provided, however, the Company shall not be
required to deliver any unregistered Warrant Debt Securities in the United
States]. If fewer than all of the Warrants evidenced by such Warrant
Certificate were exercised, the Company shall execute, and an authorized
officer of the Warrant Agent shall manually countersign and deliver, a new
Warrant Certificate evidencing the number of such Warrants remaining
unexecuted.
(d) The Company shall not be required to pay any stamp or
other tax or other governmental charge required to be paid in connection with
any transfer involved in the issue of the Warrant Debt Securities; and in the
event that any such transfer is involved, the Company shall not be required to
issue or deliver any Warrant Debt Security until such tax or other charge shall
have been paid or it has been established to the Company's satisfaction that no
such tax or other charge is due.
[(e) Issuance of unregistered Warrant Debt Securities upon
exercise of Warrants shall be subject to such arrangements and procedures as
shall be provided pursuant to Section of the Indenture.]
ARTICLE III
Other Provisions Relating to Rights
of Holders of Warrant Certificates
SECTION 3.01. No Rights as Warrant Debt Security Holder
Conferred by Warrants or Warrant Certificates. No Warrant Certificate or
Warrant evidenced thereby shall entitle the holder thereof to any of the rights
of a holder of Warrant Debt Securities, including, without limitation, the
right to receive the payment of principal of, premium (if any) or interest on
Warrant Debt Securities or to enforce any of the covenants in the Indenture.
__________________
* Subject to change in accordance with changes in tax laws and
regulations.
5
27
SECTION 3.02. Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Company and the Warrant Agent of evidence
reasonably satisfactory to them of the ownership of and the loss, theft,
destruction or mutilation of any Warrant Certificate and of indemnity
reasonably satisfactory to them and, in the case of mutilation, upon surrender
thereof to the Warrant Agent for cancellation, then, in the absence of notice
to the Company or the Warrant Agent that such Warrant Certificate has been
acquired by a bona fide purchaser, the Company shall execute, and an authorized
officer of the Warrant Agent shall manually countersign and deliver, in
exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant
Certificate, a new Warrant Certificate of the same tenor and evidencing the
same number of Warrants. Upon the issuance of any new Warrant Certificate
under this Section, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Warrant
Agent) in connection therewith. Every substitute Warrant Certificate executed
and delivered pursuant to this Section in lieu of any lost, stolen or destroyed
Warrant Certificate shall represent an additional contractual obligation of the
Company, whether or not the lost, stolen or destroyed Warrant Certificate shall
be at any time enforceable by anyone, and shall be entitled to the benefits of
this Agreement equally and proportionately with any and all other Warrant
Certificates duly executed and delivered hereunder. The provisions of this
Section are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement of mutilated, lost, stolen
or destroyed Warrant Certificates.
SECTION 3.03. Holder of Warrant Certificate May Enforce
Rights. Notwithstanding any of the provisions of this Agreement, any holder of
a Warrant Certificate, without the consent of the Warrant Agent, the Trustee,
the holder of any Warrant Debt Securities or the holder of any other Warrant
Certificate, may, in his own behalf and for his own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce or otherwise in respect of, his right to exercise the
Warrants evidenced by his Warrant Certificate in the manner provided in his
Warrant Certificate and in this Agreement.
ARTICLE IV
Exchange and Transfer of Warrant Certificates
SECTION 4.01. Exchange and Transfer of Warrant Certificates.
[If Offered Debt Securities with Warrants which are immediately detachable --
Upon] [If Offered Debt Securities with Warrants which are not immediately
detachable -- Prior to the Detachable Date a Warrant Certificate may be
exchanged or transferred only together with the Offered Debt Security to which
6
28
the Warrant Certificate was initially attached, and only for the purpose of
effecting or in conjunction with an exchange or transfer of such Offered Debt
Security. Prior to the Detachable Date, each transfer of the Offered Debt
Security [on the register of the Offered Debt Securities] shall operate also to
transfer the related Warrant Certificates. After the Detachable Date upon]
surrender at the corporate trust office of the Warrant Agent [or ],
Warrant Certificates evidencing Warrants may be exchanged for Warrant
Certificates in other denominations evidencing such Warrants [If registered
Warrants -- or may be transferred in whole or in part], provided that such
other Warrant Certificates evidence the same aggregate number of Warrants as
the Warrant Certificates so surrendered. [If registered Warrants -- The
Warrant Agent shall keep, at its corporate trust office [and at ],
books in which, subject to such reasonable regulations as it may prescribe, it
shall register Warrant Certificates and exchanges and transfers of outstanding
Warrant Certificates, upon the surrender of the Warrant Certificates to the
Warrant Agent at its corporate trust office [or ] for exchange [or
transfer], properly endorsed or accompanied by appropriate instruments of
transfer and written instructions for transfer, all in form satisfactory to the
Company and the Warrant Agent]. No service charge shall be made for any
exchange [or transfer] of Warrant Certificates, but the Company may require
payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange
[or transfer]. Whenever any Warrant Certificates are so surrendered for
exchange [or transfer] an authorized officer of the Warrant Agent shall
manually countersign and deliver to the person or persons entitled thereto a
Warrant Certificate or Warrant Certificates duly authorized and executed by the
Company, as so requested. The Warrant Agent shall not be required to effect
any exchange [or transfer] which will result in the issuance of a Warrant
Certificate evidencing a fraction of a Warrant or a number of full Warrants and
a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or
transfer] of Warrant Certificates shall be the valid obligations of the
Company, evidencing the same obligations, and entitled to the same benefits
under this Agreement, as the Warrant Certificates surrendered for such exchange
[or transfer].
SECTION 4.02. Treatment of Holders of Warrant Certificates.
[If Offered Debt Securities with bearer Warrants which are not immediately
detachable -- Subject to Section 4.01, each] [If Offered Debt Securities with
bearer Warrants which are immediately detachable -- Each] Warrant Certificate
shall be transferable by delivery and shall be deemed negotiable and the bearer
of each Warrant Certificate may be treated by the Company, the Warrant Agent
and all other persons dealing with such bearer as the absolute owner thereof
for any purpose and as the person entitled to exercise the rights represented
by the Warrants evidenced thereby, any notice to the contrary notwithstanding.]
[If registered Warrants which are not immediately detachable --
7
29
Every holder of a Warrant Certificate, by accepting the same, consents and
agrees with the Company, the Warrant Agent and with every subsequent holder of
such Warrant Certificate that until the Warrant Certificate is transferred on
the books of the Warrant Agent [or the register of the Offered Debt Securities
prior to the Detachable Date], the Company and the Warrant Agent may treat the
registered holder as the absolute owner thereof for any purpose and as the
person entitled to exercise the rights represented by the Warrants evidenced
thereby, any notice to the contrary notwithstanding.]
SECTION 4.03. Cancellation of Warrant Certificates. Any
Warrant Certificate surrendered for exchange [transfer] or exercise of the
Warrants evidenced thereby shall, if surrendered to the Company, be delivered
to the Warrant Agent and all Warrant Certificates surrendered or so delivered
to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall
not be reissued and, except as expressly permitted by this Agreement, no
Warrant Certificate shall be issued hereunder in exchange or in lieu thereof.
The Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of cancelled Warrant Certificates in a manner satisfactory to the
Company.
ARTICLE V
Concerning the Warrant Agent
SECTION 5.01. Warrant Agent. The Company hereby appoints
as Warrant Agent of the Company in respect of the Warrants and the
Warrant Certificates, upon the terms and subject to the conditions herein set
forth, and hereby accepts such appointment. The Warrant Agent
shall have the powers and authority granted to and conferred upon it in the
Warrant Certificates and hereby and such further powers and authority to act
on behalf of the Company as the Company may hereafter grant to or confer upon
it. All of the terms and provisions with respect to such powers and authority
contained in the Warrant Certificates are subject to and governed by the terms
and provisions hereof.
SECTION 5.02. Conditions of Warrant Agent's Obligations. The
Warrant Agent accepts its obligations herein set forth upon the terms and
conditions hereof, including the following, to all of which the Company agrees
and to all of which the rights hereunder of the holders from time to time of
the Warrant Certificates shall be subject:
(a) Compensation and Indemnification. The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon with the
Company for all services rendered by the Warrant Agent and to reimburse the
Warrant Agent for reasonable out-of-pocket expenses (including counsel fees)
incurred by the
8
30
Warrant Agent in connection with the services rendered hereunder by the Warrant
Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold
it harmless against, any loss, liability or expense incurred without negligence
or bad faith on the part of the Warrant Agent, arising out of or in connection
with its acting as Warrant Agent hereunder, as well as the costs and expenses
of defending against any claim of such liability.
(b) Agent for the Company. In acting under this Warrant
Agreement and in connection with the Warrant Certificates, the Warrant Agent is
acting solely as agent of the Company and does not assume any obligation or
relationship of agency or trust for or with any of the holders of Warrant
Certificates or beneficial owners of Warrants.
(c) Counsel. The Warrant Agent may consult with counsel
satisfactory to it, and the advise of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with the advice of such
counsel.
(d) Documents. The Warrant Agent shall be protected and
shall incur no liability for or in respect of any action taken or thing
suffered by it in reliance upon any Warrant Certificate, notice, direction,
consent, certificate, affidavit, statement or other paper or document
reasonably believed by it to be genuine and to have been presented or signed by
the proper parties.
(e) Certain Transactions. The Warrant Agent, and its
officers, directors and employees, may become the owner of, or acquire any
interest in, Warrants, with the same rights that it or they would have if it
were not the Warrant Agent hereunder, and, to the extent permitted by
applicable law, it or they may engage or be interested in any financial or
other transaction with the Company and may act on, or as depositary, trustee or
agent for, any committee or body of holders of Warrant Debt Securities or other
obligations of the Company as freely as if it were not the Warrant Agent
hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the
Warrant Agent from acting as Trustee under the Indenture.
(f) No Liability for Interest. The Warrant Agent shall have
no liability for interest on any monies at any time received by it pursuant to
any of the provisions of this Agreement or of the Warrant Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall
have no liability with respect to any invalidity of this Agreement or any of
the Warrant Certificates.
(h) No Responsibility for Representations. The Warrant Agent
shall not be responsible for any of the recitals or
9
31
representations herein or in the Warrant Certificates (except as to the Warrant
Agent's countersignature thereon), all of which are made solely by the Company.
(i) No Implied Obligations. The Warrant Agent shall be
obligated to perform only such duties as are herein and in the Warrant
Certificates specifically set forth and no implied duties or obligations shall
be read into this Agreement or the Warrant Certificates against the Warrant
Agent. The Warrant Agent shall not be under any obligations to take any action
hereunder which may tend to subject it to any expense or liability,
reimbursement for which within a reasonable time is not, in its reasonable
opinion, assured to it. The Warrant Agent shall not be accountable or
responsible for the use by the Company of any of the Warrant Certificates
authenticated by the Warrant Agent and delivered by it to the Company pursuant
to this Agreement or for the application by the Company of the proceeds of the
Warrant Certificates. The Warrant Agent shall have no duty or responsibility
in case of any default by the Company in the performance of its covenants or
agreements contained herein or in the Warrant Certificates or in the case of
the receipt of any written demand from a holder of a Warrant Certificate with
respect to such default, including, without limiting the generality of the
foregoing, any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or, except as provided in Section 6.02 hereof,
to make any demand upon the Company.
SECTION 5.03. Resignation and Appointment of Successor. (a)
The Company agrees, for the benefit of the holders from time to time of the
Warrant Certificates, that there shall at all times be a Warrant Agent
hereunder until all the Warrant Certificates are no longer exercisable.
(b) The Warrant Agent may at any time resign as such agent by
giving written notice to the Company of such intention on its part, specifying
the date on which its desired resignation shall become effective; provided that
such date shall be not less than three months after the date on which such
notice is given unless the Company otherwise agrees. The Warrant Agent
hereunder may be removed at any time by the filing with it of an instrument in
writing signed by or on behalf of the Company and specifying such removal and
the date when it shall become effective. Such resignation or removal shall
take effect upon the appointment by the Company, as hereinafter provided, of a
successor Warrant Agent (which shall be a bank or trust company authorized
under the laws of the jurisdiction of its organization to exercise corporate
trust powers) and the acceptance of such appointment by such successor Warrant
Agent. The obligation of the Company under Section 5.02(a) shall continue to
the extent set forth therein, notwithstanding the resignation or removal of the
Warrant Agent.
10
32
(c) In case at any time the Warrant Agent shall resign, or
shall be removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall file a petition seeking relief under Title II
of the United States Code, as now constituted or hereafter amended, or under
any other applicable Federal or State bankruptcy law or similar law or make an
assignment for the benefit of its creditors or shall consent to the appointment
of a receiver or custodian of all or any substantial part of its property, or
shall admit in writing its inability to pay or meet its debts as they mature,
or if a receiver or custodian of it or of all or any substantial part of its
property shall be appointed, or if an order of any court shall be entered for
relief against it under the provisions of Title II of the United States Code,
as now constituted or hereafter amended, or under any other applicable Federal
or State bankruptcy or similar law, or if any public officer shall have taken
charge or control of the Warrant Agent or of its property or affairs, for the
purpose of rehabilitation, conservation or liquidation, a successor Warrant
Agent, qualified as set forth in subsection (b) above, shall be appointed by
the Company by an instrument in writing, filed with the successor Warrant
Agent. Upon the appointment of a successor Warrant Agent and acceptance by the
successor Warrant Agent of such appointment, the Warrant Agent shall cease to
be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer,
deliver and pay over, and such successor Warrant Agent shall be entitled to
receive, all monies, securities and other property on deposit with or held by
such predecessor, as Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may
be merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation to which the Warrant Agent shall sell or
otherwise transfer all or substantially all the assets and business of the
Warrant Agent shall be the successor Warrant Agent under this Agreement without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, provided that it shall be qualified as set forth above in
subsection (b).
11
33
ARTICLE VI
Miscellaneous
SECTION 6.01 Amendment. This Agreement may be amended by the
parties hereto, without the consent of the holder of any Warrant Certificate,
for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein, or making any other
provisions with respect to matters or questions arising under this Agreement as
the Company and the Warrant Agent may deem necessary or desirable; provided
that such action shall not adversely affect the interests of the holders of the
Warrant Certificates.
SECTION 6.02. Notices and Demands to the Company and Warrant
Agent. If the Warrant Agent shall receive any notice or demand addressed to
the Company by the holder of a Warrant Certificate pursuant to the provisions
of the Warrant Certificates, the Warrant Agent shall promptly forward such
notice or demand to the Company.
SECTION 6.03. Addresses. Any communications from the Company
to the Warrant Agent with respect to this Agreement shall be addressed
to , Attention: , and any
communications from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to
, Attention: (or such
other address as shall be specified in writing by the Warrant Agent or by the
Company).
SECTION 6.04. Applicable Law. The validity, interpretation
and performance of this Agreement and each Warrant Certificate issued hereunder
and of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of .
SECTION 6.05. Delivery of Prospectus. The Company will
furnish to the Warrant Agent sufficient copies of a prospectus relating to the
Warrant Debt Securities deliverable upon exercise of Warrants (the
"Prospectus"), and the Warrant Agent agrees that upon the exercise of any
Warrant, the Warrant Agent will deliver to the holder of the Warrant
Certificate evidencing such Warrant, prior to or concurrently with the delivery
of the Warrant Debt Securities issued upon such exercise, a Prospectus.
SECTION 6.06. Obtaining of Governmental Approvals. The
Company will from time to time take all action which may be necessary to obtain
and keep effective any and all permits, consents and approvals of governmental
agencies and authorities and securities acts filings under United States
Federal and State laws (including without limitation a registration statement
in respect
12
34
of the Warrants and Warrant Debt Securities under the Securities Act of 1933),
which may be or become requisite in connection with the issuance, sale,
transfer and delivery of the Warrant Certificates, the exercise of the
Warrants, the issuance, sale, transfer and delivery of the Warrant Debt
Securities issued upon exercise of the Warrants or upon the expiration of the
period during which the Warrants are exercisable.
SECTION 6.07. Persons Having Rights under Warrant Agreement.
Nothing in this Agreement expressed or implied and nothing that may be inferred
from any of the provisions hereof is intended, or shall be construed, to confer
upon, or give to, any person or corporation other than the Company, the Warrant
Agent and the holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement or of any covenant, condition,
stipulation, promise or agreement hereof; and all covenants, conditions,
stipulations, promises and agreements in this Agreement contained shall be for
the sole and exclusive benefit of the Company and the Warrant Agent and their
successors and of the holders of the Warrant Certificates.
SECTION 6.08. Headings. The descriptive headings of the
several Articles and Sections of this Agreement are inserted for convenience
only and shall not control or affect the meaning or construction of any of the
provisions hereof.
SECTION 6.09. Counterparts. This Agreement may be executed
in any number of counterparts, each of which as so executed shall be deemed to
be an original, but such counterparts shall together constitute but one and the
same instrument.
SECTION 6.10. Inspection of Agreement. A copy of this
Agreement shall be available at all reasonable times at the principal corporate
trust office of the Warrant Agent for inspection by the holder of any Warrant
Certificate. The Warrant Agent may require such holder to submit his Warrant
Certificate for inspection by it.
IN WITNESS WHEREOF, Household Finance Corporation has caused
this Agreement to be signed by one of its duly authorized officers, and its
corporate seal to be affixed hereunto, and the same to be attested by its
Secretary or one of its
13
35
Assistant Secretaries, all as of the day and year first above written.
HOUSEHOLD FINANCE CORPORATION
By_________________________________
Attest:
____________________
By__________________________________
as Warrant Agent
Attest:
_____________________
14
36
EXHIBIT A
(FORM OF WARRANT CERTIFICATE)
[Face of Warrant Certificate]
[Form of Legend if Prior to this
----------------- Warrant Certificate cannot
Debt Securities with be transferred or exchanged
-------------------- unless attached to a [Title
Warrants which are not of Offered Debt Securities]
----------------------
immediately detachable:
----------------------
Exercisable Only if Countersigned By the Warrant
Agent as Provided Herein
Warrant Certificates representing
Warrants to purchase
[Title of Warrant Debt Securities]
as described herein.
HOUSEHOLD FINANCE CORPORATION
Warrants to Purchase
[Title of Warrant Debt Securities]
Void After 5 P.M. Time on
, 19
[No.] Warrants
This certifies that [the bearer is the] [ or registered
assigns is the registered] owner of the above-indicated number of Warrants,
each Warrant entitling such [bearer] [owner] to purchase, at any time [after 5
P.M. time on , 19 and] on or before 5 P.M.
time on , 19 , $ principal amount of [Title of Warrant
Debt Securities] (the "Warrant Debt Securities"), of Household Finance
Corporation (the "Company"), issued and to be issued under the Indenture (as
hereinafter defined), on the following basis:* [on , 19 the
exercise price of each Warrant is $ ; during the period from , 19 ,
through and including
* Complete and modify the following provision as appropriate to
reflect the exact terms of the Offered Warrants and the Warrant Debt
Securities.
37
, 19 , the exercise price of each Warrant will be $ plus [accrued
amortization of the original issue discount] [accrued interest] from
, 19 ; on , 19 the exercise price of each Warrant will be $ ;
during the period from , 19 , through and including ,
19 the exercise price of each Warrant will be $ plus [accrued
amortization of the original issue discount] [accrued interest] from ,
19 ; [in each case, the original issue discount will be amortized at a %
annual rate, computed on an annual basis, using a 360-day year consisting of
twelve 30-day months] (the "Warrant Price"). [The original issue discount for
each $1,000 principal amount of Warrant Debt Securities is $ .] The
holder may exercise the Warrants evidenced hereby by providing certain
information set forth on the back hereof and by paying in full in lawful money
of the United States of America, [in cash or by certified check or official
bank check or by bank wire transfer, in each case,] [by bank wire transfer] in
immediately available funds, the Warrant Price for each Warrant exercised to
the Warrant Agent (as hereinafter defined) and by surrendering this Warrant
Certificate, with the purchase form on the back hereof duly executed at the
corporate trust office of [name of Warrant Agent], or its successor as warrant
agent (the "Warrant Agent"), [or ] at the address specified on the reverse
hereof and upon compliance with and subject to the conditions set forth herein
and in the Warrant Agreement (as hereinafter defined).
Any whole number of Warrants evidenced by this Warrant
Certificate may be exercised to purchase Warrant Debt Securities in registered
form in denominations of $ and any integral multiples thereof. Upon
any exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the holder hereof a new Warrant
Certificate evidencing the number of Warrants remaining unexercised.
This Warrant Certificate is issued under and in accordance
with the Warrant Agreement, dated as of , 19 (the "Warrant
Agreement"), between the Company and the Warrant Agent and is subject to the
terms and provisions contained in the Warrant Agreement, to all of which terms
and provisions the holder of this Warrant Certificate consents by acceptance
hereof. Copies of the Warrant Agreement are on file at the above-mentioned
office of the Warrant Agent [and at ].
The Warrant Debt Securities to be issued and delivered upon
the exercise of the Warrants evidenced by this Warrant Certificate will be
issued under and in accordance with an Indenture dated as of (the
"Indenture"), between the Company and , a
organized and existing under the laws of ,
as Trustee, ( and any successor to such Trustee
being hereinafter referred to as the "Trustee") and will be subject to the
terms and provisions contained in the Indenture.
2
38
[In particular, issuance of unregistered Warrant Debt Securities upon exercise
of Warrants shall be subject to such arrangements and procedures as shall be
provided pursuant to Section of the Indenture.] Copies of the Indenture
and the form of the Warrant Debt Securities are on file at the corporate office
of the Trustee [and at ].
[If Offered Debt Securities with bearer Warrants which are not
immediately detachable -- Prior to , 19 this Warrant Certificate may
be exchanged or transferred only together with the [Title of Offered Debt
Securities] ("Offered Debt Securities") to which this Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Debt Security. After such date,
this [If Offered Debt Securities with bearer Warrants which are immediately
detachable -- This] Warrant Certificate, and all rights hereunder, may be
transferred by delivery, and the Company and the Warrant Agent may treat the
bearer hereof as the owner for all purposes.]
[If Offered Debt Securities with registered Warrants which are
not immediately detachable -- Prior to , 19 this Warrant Certificate may
be exchanged or transferred only together with the [Title of Offered Debt
Securities] ("Offered Debt Securities") to which this Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Debt Security. After such date,
this [If Offered Debt Securities with registered Warrants which are immediately
detachable -- This] Warrant Certificate may be transferred when surrendered at
the corporate trust office of the Warrant Agent [or ] by the
registered owner or his assigns, in person or by an attorney duly authorized in
writing, in the manner and subject to the limitations provided in the Warrant
Agreement.]
[If Offered Debt Securities with Warrants which are not
immediately detachable -- Except as provided in the immediately preceding
paragraph, after] [If Offered Debt Securities with Warrants which are
immediately detachable -- After] countersignature by the Warrant Agent and
prior to the expiration of this Warrant Certificate, this Warrant Certificate
may be exchanged at the corporate trust office of the Warrant Agent for Warrant
Certificates representing the same aggregate number of Warrants.
This Warrant Certificate shall not entitle the holder hereof
to any of the rights of a holder of the Warrant Debt Securities, including,
without limitation, the right to receive payments of principal of (premium, if
any) or interest, if any, on the Warrant Debt Securities or to enforce any of
the covenants of the Indenture.
3
39
This Warrant Certificate shall not be valid or obligatory for
any purpose until countersigned by the Warrant Agent.
Dated as of , 19 .
HOUSEHOLD FINANCE CORPORATION
By________________________________
Attest:
________________________
Countersigned:
________________________
As Warrant Agent
By______________________
Authorized Signature
4
40
[Reverse of Warrant Certificate]
(Instructions for Exercise of Warrant)
To exercise the Warrants evidenced hereby, the holder must pay
[in cash or by certified check or official bank check or by bank wire transfer]
[by bank wire transfer] in immediately available funds the Warrant Price in
full for Warrants exercised to [insert name of Warrant Agent] Corporate Trust
Department [insert address of Warrant Agent], Attn. [or
], which [payment] [wire transfer] must specify the name of the holder and the
number of Warrants exercised by such holder. In addition, the holder must
complete the information required below and present this Warrant Certificate
in person or by mail (registered mail is recommended) to the Warrant Agent at
the addresses set forth below. This Warrant Certificate, completed and duly
executed, must be received by the Warrant Agent within five business days of
the [payment] [wire transfer].
[Form of Election to Purchase]
(to be executed upon exercise of Warrant)
The undersigned hereby irrevocably elects to exercise
Warrants, evidenced by this Warrant Certificate, to purchase $
principal amount of the [Title of Debt Securities] (the "Warrant Debt
Securities") of and represents that he has tendered payment for
such Warrant Debt Securities [in cash or by certified check or official bank
check or by bank wire transfer, in each case,] [by bank wire transfer] in
immediately available funds to the order of Household Finance Corporation c/o
[insert name and address of Warrant Agent] in the amount of $ in
accordance with the terms hereof. The undersigned requests that said principal
amount of Warrant Debt Securities be in [bearer form in the authorized
denominations] [fully registered form in the authorized denominations,
registered in such names and delivered] all as specified in accordance with
the instructions set forth below.
If the number of Warrants exercised is less than all of the
Warrants evidenced hereby, the undersigned requests that a new Warrant
Certificate representing the remaining Warrants evidenced hereby be issued and
delivered to the undersigned unless otherwise specified in the instructions
below.
Dated:
___________________________
___________________________ Name_________________________________
(Insert Social Security (Please Print)
or Other Identifying Number
of Holder) Address______________________________
______________________________
Signature____________________________
41
The Warrants evidenced hereby may be exercised at the
following addresses:
By hand at ______________________________________________
______________________________________________
______________________________________________
______________________________________________
By mail at ______________________________________________
______________________________________________
______________________________________________
______________________________________________
(Instructions as to form and delivery of Warrant Debt
Securities and, if applicable, Warrant Certificates evidencing unexercised
Warrants.)
2
42
Reverse of Warrant Certificate
*[Certificate for Delivery of Bearer Bonds]
HOUSEHOLD FINANCE CORPORATION
Warrant Debt Securities
TO: HOUSEHOLD FINANCE CORPORATION
This certificate is submitted in connection with our request
that you deliver to us $ principal amount of Warrant Debt Securities in
bearer form upon exercise of Warrants. We hereby certify that either (a) none
of such Warrant Debt Securities will be held by or on behalf of a United States
Person, or (b) if a United States Person will have a beneficial interest in
such Warrant Debt Securities, such person is described in Section 165
(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1954, as
amended, and the regulations thereunder. As used herein, "United States
Person" means a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof or an estate or trust whose
income from sources without the United States is includible in gross income for
United States Federal income tax purposes regardless of its connection with the
conduct of a trade or business within the United States.
We understand that this certificate is required in connection
with certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.
Dated:
_____________________________________
(Please print name)
-----------------------
* Subject to changes in accordance with changes in tax laws and
regulations.
43
[If registered Warrant]
ASSIGNMENT
(Form of Assignment to be Executed if Holder Desires
to Transfer Warrants Evidenced Hereby)
For Value Received hereby
sells, assigns and transfers unto
Please insert social security
or other identifying number
________________________________
______________________________
(Please print name and address
including zip code)
__________________________________________________________________________
the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint Attorney, to transfer
said Warrant Certificate on the books of the Warrant Agent with full power of
substitution in the premises.
Dated:
________________________________
Signature
(Signature must conform in all
respects to name of holder as specified
on the face of this Warrant Certificate
and must bear a signature guarantee
by a bank, trust company or member
broker of the New York Stock Exchange.)
Signature Guaranteed:
______________________________
WARRANT.HFC
