1
HOUSEHOLD AUTOMOTIVE TRUST IV
SERIES 2000-1
$142,000,000 6.09% Class A-1 Notes
$153,000,000 6.85% Class A-2 Notes
$169,000,000 7.30% Class A-3 Notes
$163,452,000 7.48% Class A-4 Notes
UNDERWRITING AGREEMENT
CREDIT SUISSE FIRST BOSTON CORPORATION
As Representative of the Underwriters
Xxxxxx Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 10010 February 16, 2000
Dear Sirs:
Household Finance Corporation, a corporation organized
and existing under the laws of Delaware, individually ("HFC") and
as Master Servicer (the "Master Servicer"), Household Auto
Receivables Corporation, a corporation organized and existing
under the laws of Nevada and a wholly owned subsidiary of HFC,
individually ("HARC") and as Seller (the "Seller"), and Household
Automotive Finance Corporation, a corporation organized and
existing under the laws of Delaware and wholly owned subsidiary
of HFC ("HAFC"), agree with you as follows:
Section 1. Issuance and Sale of Series 2000-1 Notes. The
Seller has authorized the issuance and sale of $142,000,000 6.09%
Class A-1 Notes, $153,000,000 6.85% Class A-2 Notes, $169,000,000
7.30% Class A-3 Notes and $163,452,000 7.48% Class A-4 Notes
(collectively, the "Series 2000-1 Notes"). The Series 2000-1
Notes are to be issued by Household Automotive Trust IV (the
"Trust") pursuant to an Indenture, dated as of February 1, 2000,
as supplemented by a Series 2000-1 Supplement (the "Indenture")
by and among HFC, the Master Servicer, the Trust and Norwest Bank
Minnesota, National Association, a national banking association,
as indenture trustee (the "Indenture Trustee"). In addition to
the Series 2000-1 Notes, the Trust will also issue the
Series 2000-1 Certificates (the "Series 2000-1 Certificates")
pursuant to a Trust Agreement, dated as of February 1, 2000,
between the Seller and the Owner Trustee as supplemented by a
Series 2000-1 Supplement (the "Trust Agreement"). The
Series 2000-1 Notes and the Series 2000-1 Certificates are
referred to herein collectively as the "Series 2000-1
Securities." The assets of the Trust will include a pool of non-
prime retail installment sales contracts secured by new or used
automobiles, light duty trucks and vans (the "Receivables") and
certain monies due thereunder on or after February 1, 2000 (the
"Cut-Off Date").
As used herein, the term "Seller Agreements" means the
Master Sale and Servicing Agreement dated as of February 1, 2000
among the Trust, the Seller, the Master Servicer and Norwest Bank
Minnesota, National Association, as trustee (the "Master Sale and
Servicing Agreement"), the Master Receivables Purchase Agreement
dated as of December 1, 1998 between the Seller and HAFC (the
"1998 Receivables Purchase Agreement"), the Master Receivables
Purchase Agreement dated as of November 18, 1999 between the
Seller and HAFC (the "1999 Receivables Purchase Agreement" and
together with the 1998 Receivables Purchase Agreement, the
"Master Receivables Purchase Agreements"), the Trust Agreement
and this Underwriting Agreement (this "Agreement"); the term
"HAFC Agreements" means the Master Receivables Purchase
Agreements and this Agreement; the term "HFC Agreements" means
the Master Sale and Servicing Agreement, the Indenture and this
Agreement.
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HFC, the Seller and HAFC are direct or indirect
subsidiaries of Household International, Inc. ("Household").
HFC, the Seller and HAFC are collectively referred to herein as
the "Household Entities").
The Series 2000-1 Notes are being purchased by the
Underwriters named in Schedule 1 hereto, and the Underwriters are
purchasing, severally, only the Series 2000-1 Notes set forth
opposite their names in Schedule 1, except that the amounts
purchased by the Underwriters may change in accordance with
Section 10 of this Agreement. Credit Suisse First Boston
Corporation is acting as representative of the Underwriters and
in such capacity, is hereinafter referred to as the
"Representative."
The offering of the Series 2000-1 Notes will be made by
the Underwriters and the Household Entities understand that the
Underwriters propose to make a public offering of the Series 2000-
1 Notes for settlement on February 24, 2000.
None of the Series 2000-1 Certificates are being
purchased by the Underwriters hereby.
Defined terms used herein and not otherwise defined
shall have their respective meanings as set forth in Section 2.01
of the Series 2000-1 Supplement dated as of February 1, 2000
among the Master Servicer, the Trust, the Seller, the Indenture
Trustee and Wilmington Trust Company, as Owner Trustee (the
"Series 2000-1 Supplement").
Section 2. Representations and Warranties.
X. XXXX and the Seller, individually, represent and warrant to,
and agree with, the Underwriters as set forth in this Section
2(A). Certain terms used in this Section 2(A) are defined in the
second paragraph of subsection 2(A)(i) below.
(i) A Registration Statement on Form S-3 (No. 333-84129) has
(a) been prepared by the Seller on such form in conformity with
the requirements of the Securities Act of 1933, as amended (the
"Securities Act") and the rules and regulations (the "Rules and
Regulations") of the United States Securities and Exchange
Commission (the "Commission") thereunder, (b) been filed with the
Commission and (c) been declared effective by the Commission, and
no stop order suspending the effectiveness of the Registration
Statement has been issued, and no proceeding for that purpose has
been initiated or threatened, by the Commission. Copies of such
Registration Statement have been delivered by the Seller to the
Underwriters. There are no contracts or documents of the Seller
which are required to be filed as exhibits to the Registration
Statement pursuant to the Securities Act or the Rules and
Regulations which have not been so filed or incorporated by
reference therein on or prior to the Effective Date of the
Registration Statement. The conditions for use of Form S-3, as
set forth in the General Instructions thereto, have been
satisfied.
As used herein, the term "Effective Date" means the
date on and time at which the Registration Statement became
effective, or the date on and the time at which the most recent
post-effective amendment to such Registration Statement, if any,
was declared effective by the Commission. The term "Registration
Statement" means (i) the registration statement referred to in
the preceding paragraph, including the exhibits thereto, (ii) all
documents incorporated by reference therein pursuant to Item 12
of Form S-3 and (iii) any post-effective amendment filed and
declared effective prior to the date of issuance of the Notes.
The term "Base Prospectus" means the prospectus included in the
Registration Statement. The term "Prospectus Supplement" means,
together, the preliminary prospectus supplement dated February
10, 2000 and the prospectus supplement dated the date hereof,
specifically relating to the Notes, as filed with the Commission
pursuant to Rule 424 of the Rules and Regulations. The term
"Prospectus" means, together, the Base Prospectus and the
Prospectus Supplement.
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All references in this Agreement to financial
statements and schedules and other information which is
"contained," included" or "stated" in the Registration Statement
or the Prospectus (and all other references of like import) shall
be deemed to mean and include all such financial statements and
schedules and other information which is or is deemed to be
incorporated by reference in the Registration Statement or the
Prospectus, as the case may be; and all references in this
Agreement to amendments or supplements to the Registration
Statement or the Prospectus shall be deemed to mean and include
the filing of any document under the Exchange Act which is or is
deemed to be incorporated by reference in the Registration
Statement or the Prospectus, as the case may be.
(ii) On the Effective Date and on the Closing Date, assuming
compliance by each Underwriter with Sections 3(a), 3(b) and 3(c)
hereof on the Closing Date, the Registration Statement, including
documents incorporated or deemed to be incorporated by reference
in the Registration Statement, did or will comply in all material
respects with the applicable requirements of the Act and the
Rules and Regulations thereunder, and did not or will not contain
any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order
to make the statements therein not misleading. Neither the
Prospectus or any amendments or supplements thereto, at the time
the Prospectus or any such amendment or supplement is filed
pursuant to Rule 424(b) or on the Closing Date, will include any
untrue statement of material fact or omit to state a material
fact necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading;
provided, however, that HAFC and the Seller make no
representations or warranties as to (a) the information contained
in or omitted from the Registration Statement or the Prospectus
in reliance upon and in conformity with information furnished in
writing to HAFC or the Seller by the Representative specifically
for use in connection with the preparation of the Registration
Statement or the Prospectus or (b) information in any Derived
Information (as defined in Section 3(e)) provided by the
Underwriters except to the extent that the information set forth
therein is "Seller-Provided Information" (as defined in Section
3(e)).
(iii) Each of HAFC and the Seller is a corporation duly
organized and validly existing and in good standing under the
laws of its jurisdiction of incorporation. Each of HAFC and the
Seller has all requisite power and authority to own its
properties and conduct its business as presently conducted and is
duly qualified as a foreign corporation to transact business and
is in good standing in each jurisdiction which requires such
qualification, except where failure to have such requisite power
and authority or to be so qualified would not have a material
adverse effect on the business or consolidated financial
condition of HAFC or the Seller.
(iv) Neither HAFC nor the Seller is in violation of its
certificate of incorporation or in default in the performance or
observance of any material obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which it is a party
or by which it may be bound, or to which any of the property or
assets of the Seller or HAFC, as the case may be, is subject,
except where any such violation or default would not have a
material adverse effect on the transactions contemplated by this
Agreement.
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(v) The execution, delivery and performance by the Seller of
each Seller Agreement, the issuance of the Series 2000-1
Securities and the consummation of the transactions contemplated
hereby and thereby have been duly and validly authorized by all
necessary action or proceedings and will not conflict with or
constitute a breach of, or default under, or, other than as
contemplated in the Registration Statement, result in the
creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Seller pursuant to, any contract,
indenture, mortgage, loan agreement, note, lease or other
instrument to which the Seller is a party or by which it may be
bound, or to which any of the property or assets of the Seller is
subject, nor will such action result in any violation of the
provisions of the certificate of incorporation or by-laws of the
Seller or any applicable law, administrative regulation or
administrative or court decree, except where any such conflict,
breach, default, encumbrance or violation would not have a
material adverse effect on the transactions contemplated by this
Agreement.
(vi) The execution, delivery and performance by HAFC of each HAFC
Agreement, the issuance of the Series 2000-1 Securities and the
consummation of the transactions contemplated hereby and thereby
have been duly and validly authorized by all necessary action or
proceedings and will not conflict with or constitute a breach of,
or default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any property or, other than as
contemplated by the Registration Statement, assets of HAFC
pursuant to, any contract, indenture, mortgage, loan agreement,
note, lease or other instrument to which HAFC is a party or by
which it may be bound, or to which any of the property or assets
of HAFC is subject, nor will such action result in any violation
of the provisions of the charter or by-laws of HAFC or any
applicable law, administrative regulation or administrative or
court decree, except where any such conflict, breach, default,
encumbrance or violation would not have a material adverse effect
on the transactions contemplated by this Agreement.
(vii) Each Seller Agreement has been, or when executed and
delivered, will have been, duly executed and delivered by the
Seller; and each Seller Agreement constitutes, or, when executed
and delivered, will constitute, legal, valid and binding
instruments enforceable against the Seller in accordance with
their respective terms, subject as to enforceability (A) to
applicable bankruptcy, reorganization, insolvency, moratorium or
other similar laws affecting creditors' rights generally, (B) to
general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law) and (C) with
respect to rights of indemnity under this Agreement, to
limitations of public policy under applicable securities laws.
(viii) Each HAFC Agreement has been, or, when executed and
delivered, will have been duly executed and delivered by HAFC;
and each Seller Agreement constitutes, or, when executed and
delivered, will constitute, legal, valid and binding instruments
enforceable against HAFC in accordance with their respective
terms, subject as to the enforceability (A) to applicable
bankruptcy, reorganization, insolvency, moratorium or other
similar laws affecting creditors' rights generally, (B) to
general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law) and (C) with
respect to rights of indemnity under this Agreement, to
limitations of public policy under applicable securities law.
(ix) HAFC has authorized the conveyance of the Receivables to the
Seller; the Seller has authorized the conveyance of the
Receivables to the Trust; and the Seller has directed the Trust
to issue and sell the Series 2000-1 Securities.
(x) Each of HAFC and the Seller is solvent and will not become
insolvent after giving effect to the transactions contemplated by
this Agreement and the other Series 2000-1 Related Documents.
The Seller has no indebtedness to any Person other than pursuant
to this Agreement, the other Series 2000-1 Related Documents, the
Series 1999-A Related Documents and the Series 1999-E Related
Documents. Each of the Issuer, HAFC and the Seller, after giving
effect to the transactions contemplated by this Agreement and the
other Series 2000-1 Related Documents, will have an adequate
amount of capital to conduct its business in the foreseeable
future.
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(xi) Any taxes, fees and other governmental charges in connection
with the execution, delivery and performance of any Seller
Agreement, the Indenture and the Securities shall have been paid
or will be paid by the Seller at or prior to the Closing Date.
(xii) The Series 2000-1 Notes have been duly and validly
authorized, and, when validly executed, authenticated, issued and
delivered in accordance with the Indenture and as provided herein
will conform in all material respects to the description thereof
contained in the Prospectus and will be validly issued and
outstanding and entitled to the benefits of the Indenture.
(xiii) There are no legal or governmental proceedings pending,
or to the knowledge of HAFC or the Seller threatened, to which
HAFC or the Seller is a party or of which any property of any of
them is the subject, other than proceedings which are not
reasonably expected, individually or in the aggregate, to have a
material adverse effect on the shareholder's equity or
consolidated financial position of such person and its
subsidiaries taken as a whole, or which would have a material
adverse effect upon the consummation of this Agreement.
(xiv) Xxxxxx Xxxxxxxx LLP is an independent public accountant
with respect to HAFC and Seller as required by the Act and the
Rules and Regulations.
(xv) No consent, approval, authorization, order, registration,
filing, qualification, license or permit of or with any court or
governmental agency or body of the United States is required for
the issue and sale of the Series 2000-1 Notes, or the
consummation by HAFC or the Seller of the other transactions
contemplated by this Agreement, the Master Receivables Purchase
Agreements, the Master Sale and Servicing Agreement, the Trust
Agreement or the Indenture, except for (A) the registration under
the Act of the Series 2000-1 Notes, (B) such consents, approvals,
authorizations, orders, registrations, qualifications, licenses
or permits as have been obtained or as may be required under
state securities or Blue Sky laws in connection with the purchase
of the Series 2000-1 Notes and the subsequent distribution of the
Series 2000-1 Notes by the Underwriters or (C) where the failure
to obtain such consents, approvals, authorizations, orders,
registrations, filings, qualifications, licenses or permits would
not have a material adverse effect on the business or
consolidated financial condition of HAFC and its subsidiaries
taken as a whole or the Seller or the transactions contemplated
by such agreements.
(xvi) (a) HAFC has the power and authority to sell the
Receivables to the Trust, and (b) following the conveyance of the
Receivables to the Trust pursuant to the Master Sale and
Servicing Agreement, the Trust will own the Receivables free and
clear of any lien, mortgage, pledge, charge, encumbrance, adverse
claim or other security interest (collectively, "Liens") other
than Liens created by the Master Sale and Servicing Agreement.
(xvii) As of the Cut-Off Date, each of the Receivables will
meet the eligibility criteria described in the Prospectus.
(xviii) Neither HAFC nor the Seller will conduct their
operations while any of the Securities are outstanding in a
manner that would require the Seller or the Trust to be
registered as an "investment company" under the Investment
Company Act of 1940, as amended (the "1940 Act") as in effect on
the date hereof.
(xix) Each of the Seller and HAFC possesses all material
licenses, certificates, authorities or permits issued by the
appropriate state, federal or foreign regulatory agencies or
bodies necessary to conduct the business now conducted by it and
as described in the Prospectus and neither the Seller nor HAFC
has received notice of any proceedings relating to the revocation
or modification of such license, certificate, authority or permit
which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, is likely to materially
and adversely affect the conduct of its business, operations,
financial condition or income.
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(xx) At the Closing Date, each of the representations and
warranties of HAFC set forth in the HAFC Agreements or of the
Seller set forth in the Seller Agreements will be true and
correct in all material respects.
(xxi) Since the respective dates as of which information is
given in the Prospectus, (x) there has not been any material
adverse change in or affecting the general affairs, business,
management, financial condition, stockholder's equity, results of
operations, regulatory situation or business prospects of HAFC
and (y) HAFC has not entered into any transaction or agreement
(whether or not in the ordinary course of business) material to
HAFC that, in either case, would reasonably be expected to
materially adversely affect the interests of the holders of the
Series 2000-1 Notes, otherwise than as set forth or contemplated
in the Prospectus.
B. HFC represents, warrants and agrees with the Underwriters,
that:
(i) HFC is a corporation duly organized and validly existing and
in good standing under the laws of its jurisdiction of
incorporation. HFC has all requisite power and authority to own
its properties and conduct its business as presently conducted
and is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction which
requires such qualification, except where the failure to have
such power and authority or to be so qualified would not have a
material adverse effect on the business or consolidated financial
condition of HFC and its subsidiaries taken as a whole.
(ii) HFC is not in violation of its certificate of incorporation
or in default in the performance or observance of any material
obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or
other instrument to which HFC is a party or by which it may be
bound, or to which any of the property or assets of HFC is
subject except where any such violation or default would not have
a material adverse effect on the transactions contemplated by
this Agreement.
(iii) The execution, delivery and performance by HFC of the
HFC Agreements, and the consummation of the transactions
contemplated hereby and thereby have been duly and validly
authorized by all necessary action or proceedings and will not
conflict with or constitute a breach of, or default under, or
result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of HFC pursuant to, any
contract, indenture, mortgage, loan agreement, note, lease or
other instrument to which HFC is a party or by which it may be
bound, or to which any of the property or assets of HFC is
subject, nor will such action result in any violation of the
provisions of the certificate of incorporation or by-laws of HFC
or any applicable law, administrative regulation or
administrative or court decree, except where any such conflict,
breach, default, encumbrance or violation would not have a
material adverse effect on the transactions contemplated by this
Agreement.
(iv) Each HFC Agreement has been, or, when executed and
delivered, will have been, duly executed and delivered by HFC;
and each HFC Agreement constitutes, or, when executed and
delivered, will constitute, legal, valid and binding instruments
enforceable against HFC in accordance with their respective
terms, subject as to enforceability (A) to applicable bankruptcy,
reorganization, insolvency, moratorium or other similar laws
affecting creditors' rights generally, (B) to general principles
of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law) and (C) with respect to rights of
indemnity under this Agreement to limitations of public policy
under applicable securities laws.
(v) HFC will, upon request by any Underwriter, provide to such
Underwriter complete and correct copies of all reports filed by
it with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), during 1997, 1998 and
1999. Except as set forth in or contemplated in such reports,
there has been no material adverse change in the consolidated
financial condition of HFC and its subsidiaries taken as a whole.
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(vi) There are no legal or governmental proceedings pending, or
to the knowledge of HFC threatened, to which HFC is a party or of
which any of its property is the subject, other than proceedings
which are not reasonably expected, individually or in the
aggregate, to have a material adverse effect on the shareholder's
equity or consolidated financial position of HFC and its
subsidiaries taken as a whole or which would have a material
adverse effect upon the consummation of this Agreement.
(vii) No consent, approval, authorization, order,
registration, filing, qualification, license or permit of or with
any court or governmental agency or body of the United States is
required for the consummation by HFC of the transactions
contemplated by the HFC Agreements, except for (A) the
registration under the Act of the Series 2000-1 Notes, (B) such
consents, approvals, authorizations, orders, registrations,
filings, qualifications, licenses or permits as have been
obtained or as may be required under State securities or Blue Sky
laws in connection with the purchase of the Series 2000-1 Notes
and the subsequent distribution of the Series 2000-1 Notes by the
Underwriters or (C) where the failure to obtain such consents,
approvals, authorizations, orders, registrations, filings,
qualifications, licenses or permits would not have a material
adverse effect on the business or consolidated financial
condition of HFC and its subsidiaries taken as a whole or the
transactions contemplated by such agreements.
(viii) Xxxxxx Xxxxxxxx LLP is an independent public accountant
with respect to HFC as required by the Act and the Rules and
Regulations.
Section 3. Representations and Warranties of the
Underwriters. Each Underwriter severally, and not jointly,
represents and warrants to, and agrees with the other
Underwriters, HAFC, the Seller and HFC that:
(a) As of the date hereof and as of the Closing Date
that such Underwriter has complied and will comply with all of
its obligations arising hereunder and in accordance with the Act,
the Exchange Act, and the Rules and Regulations and, with respect
to the Derived Information provided by the such Underwriter, such
Derived Information is accurate in all material respects (taking
into account the assumptions explicitly set forth in the Derived
Information, except for any errors therein attributable to errors
or mistakes in the Seller-Provided Information). The Derived
Information provided by such Underwriter to the Seller
constitutes a complete set of all Derived Information required to
be filed with the Commission pursuant to the No-Action Letters.
(b) Such Underwriter shall provide the Seller no later
than one Business Day after any Collateral Term Sheet is
delivered to a prospective investor, or in the case of any
Structural Term Sheets and Computational Materials no later than
one Business Day before the date on which the Prospectus is
required to be filed pursuant to Rule 424, all such Derived
Information delivered to a prospective investor by it during the
period commencing on the Effective Date and ending on the date
the Prospectus is filed with the Commission. Such Underwriter
shall deliver to the Seller a hard copy and, in a mutually agreed
upon format, a disk or electronic transmission of such Derived
Information.
(c) Assuming the accuracy of the Seller-Provider
Information used in the preparation of Derived Information, the
Derived Information, delivered by such Underwriter, as of the
date thereof, is accurate in all material respects, taking into
account the assumptions set forth in such Derived Information,
but without making any representations as to the appropriateness
of such assumptions.
(d) Each Underwriter acknowledges that none of HAFC,
the Seller or HFC will be deemed to have breached any
representation and warranty or to have failed to satisfy any
other agreement contained herein, to the extent any such breach
or failure on the part of such party resulted solely from an
Underwriter's breach of the representation and warranty set forth
in subsection (a), (b) or (c) above.
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(e) For purposes of this Agreement, "Derived
Information" means the type of information defined as Collateral
Term Sheets, Structural Term Sheets or Computational Materials
(as such terms are interpreted in the No-Action Letters). The
terms "Collateral Term Sheet" and "Structural Term Sheet" shall
have the respective meanings assigned to them in the February 13,
1995 letter (the "PSA Letter") of Cleary, Xxxxxxxx, Xxxxx &
Xxxxxxxx on behalf of the Public Securities Association (which
letter, and the Commission staff's response thereto, were
publicly available February 17, 1995), and with respect to
"Collateral Term Sheet" includes any subsequent Collateral Term
Sheet that reflects a substantive change in the information
presented. The term "Computational Materials" has the meaning
assigned to it in the May 17, 1994 letter (the "Xxxxxx Letter"
and together with the PSA Letter, the "No-Action Letters") of
Brown & Xxxx on behalf of Xxxxxx, Xxxxxxx & Co., Inc. (which
letter, and the Commission staff's response thereto, were
publicly available May 20, 1994). "Seller-Provided Information"
means the information contained on any computer tape furnished to
the Underwriters by the Seller concerning the assets comprising
the Issuer.
(f) The "electronic roadshow" presentation used by any
Underwriter (the "ER Presentation") shall be made available only
to institutional investors, investment advisors and other persons
of a type such Underwriter would customarily invite to a road
show who have been provided with a password by such Underwriter.
A prospectus pursuant to Section 10(a) of the Act will
be made available to each prospective investor that is provided
access to the ER Presentation, or if a prospectus pursuant to
Section 10(a) of the Act is not yet available, then a preliminary
prospectus pursuant to Section 10(b) of the Act will be made
available to each prospective investor that is provided access to
the ER Presentation.
The content of the ER Presentation shall be approved by
HAFC, the Seller and HFC prior to transmission and shall not be
inconsistent with the prospectus made available to such investors
prior to the ER Presentation transmission.
Section 4. Purchase and Sale. The Underwriters' commitment
to purchase the Series 2000-1 Notes pursuant to this Agreement
shall be deemed to have been made on the basis of the
representations and warranties of the Household Entities herein
contained and shall be subject to the terms and conditions herein
set forth. The Seller agrees to instruct the Trust to issue the
Series 2000-1 Notes to the Underwriters, and the Underwriters
agree to purchase the Series 2000-1 Notes on the date of issuance
thereof. The purchase prices for the Series 2000-1 Notes shall
be as set forth on Schedule 1 hereto.
Section 5. Delivery and Payment. Payment of the purchase
price for, and delivery of, any Series 2000-1 Notes to be
purchased by the Underwriters shall be made at the office of
Xxxxx Xxxxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx, or at such other place as shall be agreed upon by the
Representative and the Household Entities, at 10:00 a.m. New York
City time on February 24, 2000 (the "Closing Date"), or at such
other time or date as shall be agreed upon in writing by the
Representative and the Household Entities. Payment shall be made
by wire transfer of same day funds payable to the account
designated by HAFC. Each of the Series 2000-1 Notes so to be
delivered shall be represented by one or more global Series 2000-
1 Notes registered in the name of Cede & Co., as nominee for The
Depository Trust Company.
The Household Entities agree to have the Series 2000-1
Notes available for inspection, checking and packaging by the
Representative in New York, New York, not later than 12:00 P.M.
New York City time on the business day prior to the Closing Date.
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Section 6. Offering by Underwriters.
(a) It is understood that the Underwriters propose to
offer the Series 2000-1 Notes for sale to the public as set forth
in the Prospectus.
(b) Each Underwriter represents and agrees that
(i) it has not offered or sold and, prior to the expiry of six
months from the Closing Date, will not offer or sell any
Series 2000-1 Notes to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purpose of their businesses or otherwise in
circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995; (ii) it has
complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it
in relation to the Series 2000-1 Notes in, from or otherwise
involving the United Kingdom; and (iii) it has only issued or
passed on, and will only issue or pass on, in the United Kingdom
any document received by it in connection with the issue of the
Series 2000-1 Notes, to a person who is of a kind described in
the Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1995 or to a person to whom
such document may otherwise lawfully be issued, distributed or
passed on.
Section 7. Covenants of the Household Entities. The
Household Entities, covenant with the Underwriters as follows:
A. To cause to be prepared a Prospectus in a form approved by
the Underwriters, to file such Prospectus pursuant to Rule 424(b)
under the Securities Act within the time period prescribed by
Rule 424(b) and to provide the Underwriters with evidence
satisfactory to the Underwriters of such timely filing; to cause
to be made no further amendment or any supplement to the
Registration Statement or to the Prospectus prior to the 91st day
following the Closing Date except as permitted herein; to give
notice to the Underwriters of the filing of any amendment to the
Registration Statement which is filed or becomes effective prior
to the 91st day following the Closing Date or any supplement to
the Prospectus or any amended Prospectus which is filed prior to
the 91st day following the Closing Date and to furnish the
Underwriters with copies thereof; to file promptly all reports
and any global proxy or information statements required to be
filed by the Seller with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of the Prospectus and, until the 91st day following the
Closing Date; to promptly advise the Underwriters of its receipt
of notice of the issuance by the Commission of any stop order or
of: (i) any order preventing or suspending the use of the
Prospectus; (ii) the suspension of the qualification of the Notes
for offering or sale in any jurisdiction; (iii) the initiation of
or threat of any proceeding for any such purpose; (iv) any
request by the Commission for the amending or supplementing of
the Registration Statement or the Prospectus or for additional
information. In the event of the issuance of any stop order or
of any order preventing or suspending the use of the Prospectus
or suspending any such qualification, the Seller promptly shall
use its best efforts to obtain the withdrawal of such order by
the Commission.
B. If, at any time when a Prospectus relating to the Series
2000-1 Notes is required to be delivered under the Act, any event
occurs as a result of which the Prospectus as then supplemented
would include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein
in the light of the circumstances under which they were made not
misleading, or if it shall be necessary to supplement such
Prospectus to comply with the Act or the rules thereunder, the
Seller shall be required to notify the Underwriters and upon the
Underwriters' request to prepare and furnish without charge to
the Underwriters as many copies as the Underwriters may from time
to time reasonably request of an amended Prospectus or a
supplement to the Prospectus which shall correct such statement
or omission or effect such compliance.
10
C. As soon as practicable, but in any event within 120 days of
the close of the period covered thereby, the Seller will make
generally available to Noteholders and to the Underwriters an
earnings statement or statements of the Trust which will satisfy
the provisions of Section 11(a) of the Act and Rule 158 under the
Act.
D. The Seller will furnish to the Underwriters and counsel for
the Underwriters, without charge, signed copies of the
Registration Statement (including exhibits thereto) and, so long
as delivery of a prospectus by the Underwriters or dealer may be
required by the Act, as many copies of the Prospectus and any
supplement thereto as the Underwriters may reasonably request.
E. The Household Entities, jointly and severally, agree to pay
all expenses incidental to the performance of their obligations
under this Agreement, including without limitation (i) expenses
of preparing, printing and reproducing the Registration
Statement, the Prospectus, and any document incorporated by
reference in the Prospectus (including exhibits thereto),
(ii) any fees charged by any rating agency for the rating of the
Series 2000-1 Notes, (iii) any expenses (including reasonable
fees and disbursements of counsel not to exceed $10,000) incurred
by the Underwriters in connection with qualification of the
Series 2000-1 Notes for sale under the laws of such jurisdictions
as the Underwriters designate, (iv) the fees and expenses of
(A) Xxxxx Xxxxxxxxxx LLP as special counsel for the Household
Entities and (B) Xxxxxx Xxxxxxxx LLP, (v) the fees and expenses
of the Indenture Trustee and any agent of the Indenture Trustee
and the fees and disbursements of counsel for the Indenture
Trustee in connection with the Indenture, the Trust Agreement and
the Series 2000-1 Notes, (vi) the fees and expenses of the Owner
Trustee and any agent of the Owner Trustee and the fees and
disbursements of counsel for the Owner Trustee in connection with
the Indenture, the Trust Agreement and the Series 2000-1 Notes,
and (vii) the cost of delivering the Series 2000-1 Notes to the
offices of the Underwriters, insured to the satisfaction of the
Underwriters (it being understood that, except as provided in
this paragraph (E) and in Sections 9 and 10 hereof, each
Underwriter will pay its own expenses, including the expense of
preparing, printing and reproducing this Agreement, the fees and
expenses of counsel for the Underwriters, any transfer taxes on
resale of any of the Series 2000-1 Notes by it and advertising
expenses connected with any offers that the Underwriters may
make).
F. The Seller will take all reasonable actions requested by the
Underwriters to arrange for the qualification of the Series 2000-
1 Notes for sale under the laws of such jurisdictions within the
United States or as necessary to qualify for the Euroclear System
or Cedel Bank, societe anonyme and as the Underwriters may
designate, will maintain such qualifications in effect so long as
required for the distribution of the Series 2000-1 Notes and will
arrange for the determination of the legality of the Series 2000-
1 Notes for purchase by institutional investors.
G. For so long as the Series 2000-1 Notes are outstanding, the
Household Entities will furnish to the Underwriters (i) as soon
as practicable after the end of each fiscal year of the Trust,
all documents required to be distributed to Noteholders under the
Master Sale and Servicing Agreement or the Indenture and (ii) as
soon as practicable after filing, any other information
concerning the Household Entities filed with any government or
regulatory authority which is otherwise publicly available, as
the Underwriters may reasonably request.
H. To apply the net proceeds from the sale of the Series 2000-1
Notes in the manner set forth in the Prospectus.
I. If, between the date hereof or, if earlier, the dates as of
which information is given in the Prospectus and the Closing
Date, to the knowledge of the Seller, there shall have been any
material change, or any development involving a prospective
material change in or affecting the general affairs, management,
financial position, shareholders' equity or results of operations
of any of the Household Entities, the Seller will give prompt
written notice thereof to the Underwriters.
11
J. The Seller, during the period when the Prospectus is
required to be delivered under the Act or the Exchange Act, will
file all documents required to be filed with the Commission
pursuant to Section 13, 14 or 15 of the Exchange Act within the
time periods required by the Act and the Rules and Regulations
thereunder.
K. To the extent, if any, that the ratings provided with
respect to the Series 2000-1 Notes by the Rating Agency that
initially rate the Series 2000-1 Notes are conditional upon the
furnishing of documents or the taking of any other actions by the
Seller or HAFC, the Seller shall use its best efforts to furnish
or cause to be furnished such documents and take any such other
actions.
X. Xxxxxxx HAFC nor the Seller will, with the prior written
consent of the Representative, contract to sell any automobile
receivable-backed certificates or notes or other similar
securities either directly or indirectly for a period of five (5)
business days after the later of the termination of the
underwriting syndicate or the Closing Date.
M. So long as any of the Series 2000-1 Notes are outstanding,
the Household Entities shall furnish to the Underwriters as soon
as such statements are furnished to the Trustee: (i) the annual
statement as to compliance of the Master Servicer delivered to
the Trustee pursuant to Section 4.10(a) of the Master Sale and
Servicing Agreement, and (ii) the annual statement of a firm of
independent public accountants furnished to the Trustee pursuant
to Section 4.11(a) of the Master Sale and Servicing Agreement
with respect to the Master Servicer.
N. The Seller will, at the expense of the Underwriters, file
the Derived Information provided to it by the Underwriters under
Section 3 with the Commission pursuant to a Current Report on
Form 8-K not later than 5:00 p.m. on the day the Prospectus is
delivered to the Underwriters; provided, however, that as a
condition to the filing of the Derived Information by the Seller,
the Seller must receive a letter from a firm of independent
certified public accountants reasonably acceptable to the Seller,
which letter shall be satisfactory in form and substance to the
Seller, HFC and their counsel, to the effect that such
accountants have performed certain specified procedures, all of
which have been agreed to by the Seller, as a result of which
they have determined the accuracy in all material respects of the
numerical and financial information included in the Derived
Information provided by the Underwriters to the Seller for filing
with the Commission.
The Seller shall not be obligated to file any Derived
Information that has been determined to contain any material
errors or omission; provided, however, that, at the request of
an Underwriter the Seller shall file Derived Information
containing material errors or omissions if clearly marked
"superseded by materials dated ________" and accompanied by
corrected Derived Information that is marked "these materials
supersede and correct the materials dated ________."
Section 8. Conditions of the Obligations of the Underwriters.
The obligations of the Underwriters to purchase the Series 2000-1
Notes on the Closing Date pursuant to this Agreement are subject
to (i) the material accuracy of the representations and
warranties on the part of the Household Entities herein contained
as of the date and time that this Agreement is executed and
delivered by the parties hereto (the "Execution Time"), (ii) the
material accuracy of the statements of officers of the Household
Entities made pursuant hereto, (iii) the performance by the
Household Entities of all of their respective obligations
hereunder, and the performance by the Household Entities of all
of their respective obligations under the Seller Agreements, HAFC
Agreements and the HFC Agreements and (iv) the following
conditions as of the Closing Date:
A. No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings
for that purpose shall have been instituted or threatened by the
Commission.
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B. Each of the Household Entities shall have delivered a
certificate, dated the Closing Date signed by its President or
any Vice President and its principal financial or principal
accounting officer or its Treasurer or any Assistant Treasurer or
its Secretary or any Assistant Secretary to the effect that the
signers of such certificate, on behalf of the named Household
Entity, have carefully examined Series 2000-1 Related Documents,
the Prospectus and the Registration Statement, stating that:
(i) the representations and warranties of such Household Entity
in this Agreement are true and correct in all material respects
at and as of the date of such certificate as if made on and as of
such date (except to the extent they expressly relate to an
earlier date);
(ii) such Household Entity has complied, in all material
respects, with all the agreements and satisfied, in all material
respects, all the conditions on its part to be performed or
satisfied at or prior to the date of such certificate;
(iii) nothing has come to the attention of such Household
Entity that would lead it to believe that the Registration
Statement contains any untrue statement of a material fact or
omits to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading; and
(iv) the Registration Statement is effective under the Act and no
stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose
have been instituted. or, to the knowledge of the xxxxxx,
threatened.
X. Xxxx Xxxxxx, Vice President - Corporate Law and Assistant
Secretary of Household International, Inc., shall have delivered
a favorable opinion with respect to clauses (i) through (x) of
this paragraph (C), and Xxxxx Xxxxxxxxxx LLP, special counsel to
the Household Entities, shall have delivered a favorable opinion
with respect to clauses (xi) through (xiii) of this paragraph (C)
each opinion shall be dated the Closing Date and shall be
satisfactory in form and substance to the Underwriters and
counsel for the Underwriters, to the effect that:
(i) each of HFC, HAFC and the Seller is duly incorporated and
validly existing as a corporation in good standing under the laws
of its jurisdiction of incorporation with corporate power and
authority to own its properties and to conduct its business,
except where failure to have such power and authority do not have
a material adverse effect, as applicable, on the business or
consolidated financial condition of HFC and its subsidiaries,
taken as a whole, or HFC, HAFC, or the Seller, to enter into and
perform its obligation under the HFC Agreements, the HAFC
Agreements or the Seller Agreements, as applicable, and to
consummate the transactions contemplated hereby and thereby;
(ii) each of the HFC Agreements, the HAFC Agreements or the
Seller Agreements has been duly authorized, executed and
delivered by HFC, HAFC or the Seller, as applicable, and
constitute the legal, valid and binding agreement of HFC, HAFC or
the Seller, as applicable, enforceable in accordance with its
terms subject, as to enforceability (A) to applicable bankruptcy,
reorganization, insolvency, moratorium or other similar laws
affecting creditors' rights generally and the rights, (B) to
general principles of equity (regardless of whether enforcement
is sought in a proceedings in equity or at law) and (C) with
respect to rights of indemnity to limitations of public policy
under applicable securities laws;
(iii) the issuance and sale of the Series 2000-1 Notes have
been duly authorized and, when executed and authenticated in
accordance with the terms of the Indenture and delivered to and
paid for by the Underwriters pursuant to this Agreement, will be
validly issued and outstanding, entitled to the benefits of the
Indenture, enforceable in accordance with their terms subject, as
to enforceability (A) to applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting creditors'
rights generally and the rights and remedies of creditors of
thrifts, savings institutions or national banking associations
and (B) to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law);
13
(iv) neither the execution nor the delivery of the Underwriting
Agreement, the Master Receivables Purchase Agreements, the Trust
Agreement, the Indenture, the Master Sale and Servicing Agreement
or the Series 2000-1 Supplement nor the issuance or delivery of
the Series 2000-1 Notes, nor the consummation of any of the
transactions contemplated herein or therein, nor the fulfillment
of the terms of the Series 2000-1 Notes, the Underwriting
Agreement, the Master Receivables Purchase Agreements, the Trust
Agreement, the Indenture, the Master Sale and Servicing Agreement
or the Series 2000-1 Supplement will conflict with or violate any
term or provision of the charter or by-laws of the Household
Entities, or result in a breach or violation of, or default
under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of any of the
Household Entities (except the lien of the Indenture) pursuant
to, any material statute currently applicable to any of them or
the Trust or any order or regulation known to such counsel to be
currently applicable to any of them or the Trust of any court,
regulatory body, administrative agency or governmental body
having jurisdiction over the Household Entities or the Trust, as
the case may be, or the terms of any indenture or other agreement
or instrument known to such counsel to which the Household
Entities or the Trust is a party or by which any of them or any
of their properties are bound, except where any such conflict,
breach, violation, default or encumbrance would not have a
material adverse effect on the transactions contemplated by this
Agreement.
(v) to the best knowledge of such counsel, there is no pending
or threatened action, suit or proceeding before any court or
governmental agency, authority or body or any arbitrator with
respect to the Underwriting Agreement, the Trust, the Series 2000-
1 Notes, the Master Receivables Purchase Agreements, the Trust
Agreement, the Indenture, the Master Sale and Servicing Agreement
or the Series 2000-1 Supplement or any of the transactions
contemplated herein or therein or with respect to the Household
Entities which, in the case of any such action, suit or
proceeding with respect to any of them, would have a material
adverse effect on the Noteholders or the Trust or upon the
ability of any of the Household Entities to perform their
obligations under any of such agreements, and there is no
material contract, franchise or document relating to the Trust or
property conveyed to the Trust which is not disclosed in the
Registration Statement or Prospectus; and the statements included
in the Registration Statement and Prospectus describing statutes
(other than those relating to tax and ERISA matters), legal
proceedings, contracts and other documents fairly summarize the
matters therein described;
(vi) the Registration Statement has become effective under the
Act; any required filing of the Prospectus or any supplement
thereto pursuant to Rule 424 has been made in the manner and
within the time period required by Rule 424; to the best
knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued, no
proceedings for that purpose have been instituted or threatened;
the Registration Statement and the Prospectus (other than
information included in Derived Information and the financial and
statistical information contained therein as to which such
counsel need express no opinion) comply as to form in all
material respects with the applicable requirements of the Act and
the rules thereunder;
(vii) such counsel has no reason to believe that at the
Effective Date the Registration Statement contained any untrue
statement of a material fact or omitted to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus, as of
its date, includes any untrue statement of a material fact or
omits to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading (other than financial and statistical
information contained therein as to which such counsel need
express no opinion);
14
(viii) to the best knowledge of such counsel, no consent,
approval, authorization, order, registration, filing,
qualification, license or permit of or with any court or
governmental agency or regulatory body under the federal law of
the United States or the laws of the State of New York is
required in connection with the consummation of the transactions
contemplated in the Underwriting Agreement, the Trust Agreement,
the Indenture, the Master Receivables Purchase Agreements, the
Master Sale and Servicing Agreement or the Series 2000-1
Supplement, except (A) such consents, approvals, authorizations,
orders, registrations, filings, qualifications, licenses or
permits as have been made or obtained or as may be required under
the State securities or blue sky laws of any jurisdiction in
connection. with the purchase of the Series 2000-1 Notes by the
Underwriters and the subsequent distribution of the Series 2000-1
Notes by the Underwriters or (B) where the failure to have such
consents, approvals, authorizations, orders, registrations,
filings, qualifications, licenses or permits would not have a
material adverse effect on the Trust's interests in the
Receivables or the transactions contemplated by such agreements;
(ix) the Series 2000-1 Notes, the Underwriting Agreement, the
Master Receivables Purchase Agreements, the Trust Agreement, the
Master Sale and Servicing Agreement and the Indenture conform in
all material respects to the descriptions thereof contained in
the Registration Statement and the Prospectus;
(x) the Indenture has been duly qualified under the Trust
Indenture Act of 1939 and the Issuer is not required to be
registered under the Investment Company Act of 1940;
(xi) the statements (a) in the Base Prospectus under the captions
"Summary of Terms - Federal Income Tax Consequences," "Summary of
Terms - ERISA Considerations," "ERISA Considerations," "Material
Federal Income Tax Considerations" and "Certain Legal Aspects of
the Receivables" and (b) in the Prospectus Supplement under the
captions "Summary of Terms of the Notes - Federal Income Tax
Consequences," "Summary of Terms of the Notes - ERISA
Considerations," "ERISA Considerations" and "Material Federal
Income Tax Consequences" to the extent that they constitute
matters of law or legal conclusions with respect thereto, have
been reviewed by counsel and represent a fair and accurate
summary of the matters addressed therein, under existing law and
the assumptions stated therein.
(xii) no other filings or other actions, with respect to the
Indenture Trustee's interest in the Receivables, are necessary to
perfect the interest of the Indenture Trustee in the Receivables,
and proceeds thereof, against third parties, except that
appropriate continuation statements must be filed in accordance
with the applicable state's requirements, which is presently at
least every five years; and
(xiii) the conditions to the use of a registration statement
on Form S-3 under the Act, as set forth in the General
Instructions to Form S-3, have been satisfied with respect to the
Registration Statement and the Prospectus. There are no
contracts or documents which are required to be filed as exhibits
to the Registration Statement pursuant to the Act or the Rules
and Regulations thereunder which have not been filed.
In rendering such opinion, counsel may rely (A) as to
matters involving the application of the law of any jurisdiction
other than, in the case of Xxxx X. Xxxxxx, the laws of the State
of Illinois, and in the case of Xxxxx Xxxxxxxxxx LLP, the laws of
the State of New York, the laws of the State of California, the
corporate law of the State of Delaware and the United States
Federal laws, to the extent deemed proper and stated in such
opinion, upon the opinion of other counsel of good standing
believed by such counsel to be reliable and acceptable to you and
your counsel, and (B) as to matters of fact, to the extent deemed
proper and as stated therein, on the certificates of responsible
officers of the Trust, Household Entities and public officials.
References to the Prospectus in this paragraph C include any
supplements thereto.
15
X. Xxxxx Xxxxxxxxxx LLP, counsel for the Underwriters, shall
have delivered a favorable opinion dated the Closing Date with
respect to the validity of the Series 2000-1 Notes, the
Underwriting Agreement, the Series 2000-1 Supplement, the
Registration Statement, the Prospectus and such other related
matters as the Underwriters may reasonably require and the
Household Entities shall have furnished to such counsel such
documents as they reasonably request for the purpose of enabling
them to pass on such matters. In giving their opinion, Xxxxx
Xxxxxxxxxx LLP may rely (i) as to matters of Illinois, Nevada and
Delaware law (other than Delaware corporation law) upon the
opinions of counsel delivered pursuant to subsection (C) above,
(ii) as to matters involving the application of laws of any
jurisdiction other than the State of New York and the State of
California, the United States Federal laws or the corporation law
of the State of Delaware, to the extent deemed proper and
specified in such opinion, upon the opinion of other counsel of
good standing believed to be reliable, and (iii) as to matters of
fact, to the extent deemed proper and as stated therein on
certificates of responsible officers of the Trust. Household
Entities and public officials.
X. Xxxxxxx to the Indenture Trustee shall have delivered a
favorable opinion, dated the Closing Date, and satisfactory in
form and substance to the Underwriters and counsel for the
Underwriters, the Household Entities and their counsel, to the
effect that:
(i) The Indenture Trustee has been duly incorporated and is
validly existing as a banking corporation in good standing under
the laws of the United States of America.
(ii) The Indenture Trustee has full corporate trust power and
authority to enter into and perform its obligations under the
Indenture, including, but not limited to, its obligation to serve
in the capacity of the Indenture Trustee and to execute, issue,
countersign and deliver the Series 2000-1 Notes.
(iii) The Indenture has been duly authorized, executed and
delivered by the Indenture Trustee and constitutes a legal, valid
and binding obligation of the Indenture Trustee enforceable
against the Indenture Trustee, in accordance with its terms,
except that as to enforceability such enforcement may (A) be
subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the rights of
creditors generally and (B) be limited by general principles of
equity (whether considered in a proceeding at law or in equity).
(iv) The Series 2000-1 Notes have been duly authorized, executed
and authenticated by the Indenture Trustee on the date hereof on
behalf of the Trust in accordance with the Indenture.
(v) The execution, delivery and performance of the Indenture and
the Series 2000-1 Notes by the Indenture Trustee will not
conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon
any of the property or assets of the Indenture Trustee pursuant
to the terms of the articles of association or the by-laws of the
Indenture Trustee or any statute, rule, regulation or order of
any governmental agency or body, or any court having jurisdiction
over the Indenture Trustee or its property or assets or any
agreement or instrument known to such counsel, to which the
Indenture Trustee is a party or by which the Indenture Trustee or
any of its respective property or assets is bound.
(vi) No authorization, approval, consent or order of, or filing
with, any state or federal court or governmental agency or
authority is necessary in connection with the execution, delivery
and performance by the Indenture Trustee of the Indenture and the
Series 2000-1 Notes.
F. Counsel to the Owner Trustee shall have delivered a
favorable opinion, dated the Closing Date and satisfactory in
form and substance to the Underwriters and counsel for the
Underwriters, the Household Entities and their counsel, to the
effect that:
16
(i) The Owner Trustee has been duly incorporated and is validly
existing as a banking corporation in good standing under the laws
of the United States of America.
(ii) The Owner Trustee has full corporate trust power and
authority to enter into and perform its obligations under the
Trust Agreement, as the case may be, including, but not limited
to, its obligation to serve in the capacity of Owner Trustee and
to execute, issue, countersign and deliver the Note.
(iii) The Trust Agreement has been duly authorized, executed
and delivered by the Owner Trustee and constitutes a legal, valid
and binding obligation of the Owner Trustee enforceable against
the Owner Trustee, in accordance with its terms, except that as
to enforceability such enforcement may (A) be subject to
applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the rights of creditors generally
and (B) be limited by general principles of equity (whether
considered in a proceeding at law or in equity).
(iv) The execution, delivery and performance of the Trust
Agreement by the Owner Trustee will not conflict with or result
in a breach of any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of any
lien, charge or encumbrance upon any of the property or assets of
the Owner Trustee pursuant to the terms of the articles of
association or the by-laws of the Owner Trustee or any statute,
rule, regulation or order of any governmental agency or body, or
any court having jurisdiction over the Owner Trustee or its
property or assets or any agreement or instrument known to such
counsel, to which the Owner Trustee is a party or by which the
Owner Trustee or any of its respective property or assets is
bound.
(v) No authorization, approval, consent or order of, or filing
with, any state or federal court or governmental agency or
authority is necessary in connection with the execution, delivery
and performance by the Owner Trustee of the Trust Agreement and
the Note, as applicable.
G. Wilmington Trust Company ("WLT") shall have furnished to the
Underwriters and the Household Entities a certificate of WLT,
signed by one or more duly authorized officers of WLT, dated the
Closing Date, as to the due authorization, execution and delivery
of the Trust Agreement by WLT and the acceptance by the Owner
Trustee of the trusts created thereby and the due execution and
such other matters as the Underwriters and the Household Entities
shall reasonably request.
X. Xxxxxxx Bank Minnesota, National Association ("Norwest")
shall have furnished to the Underwriters and the Household
Entities a certificate of Norwest, signed by one or more duly
authorized officers of Norwest, dated the Closing Date, as to the
due authorization, execution and delivery of the Indenture and
the Master Sale and Servicing Agreement by Norwest and the
acceptance by the Indenture Trustee of the trusts created thereby
and the due execution and delivery of the Series 2000-1 Notes by
the Indenture Trustee under the Indenture and such other matters
as the Underwriters shall reasonably request.
I. The Class A-1 Notes shall have been rated "A-1" or its
equivalent, and the Class A-2 Notes, Class A-3 Notes and the
Class A-4 Notes shall have been rated "AAA" or its equivalent, in
each case, by at least two nationally recognized Ratings
Agencies.
J. The Underwriters shall have received copies of letters dated
as of the Closing Date, from the Ratings Agencies stating the
current ratings of the Series 2000-1 Notes as set forth in
Section I above.
K. The Underwriters shall have received from Xxxxx Xxxxxxxxxx
LLP, counsel to the Household Entities, a favorable opinion,
dated the Closing Date and satisfactory in form and substance to
the Underwriters and counsel for the Underwriters, as to true
sale matters relating to the transaction, and the Underwriters
shall be addressees of any opinions of counsel supplied to the
rating organizations relating to the Series 2000-1 Notes.
17
L. All proceedings in connection with the transactions
contemplated by this Agreement, and all documents incident
hereto, shall be reasonably satisfactory in form and substance to
the Underwriters and counsel for the Underwriters, and the
Underwriters and counsel for the Underwriters shall have received
such other information, opinions, certificates and documents as
they may reasonably request in writing.
M. The Prospectus and any supplements thereto shall have been
filed (if required) with the Commission in accordance with the
rules and regulations under the Act and Section 2 hereof, and
prior to the Closing Date, no stop order suspending the
effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been
instituted or shall be contemplated by the Commission or by any
authority administering any state securities or Blue Sky law.
N. At the Execution Time and at the Closing Date, Xxxxxx
Xxxxxxxx LLP shall have furnished to the Underwriters a letter or
letters, dated respectively as of the date of this Agreement and
the date of the Closing Date, in form and substance satisfactory
to the Underwriters and counsel for the Underwriters.
If any condition specified in this Section 8 shall not
have been fulfilled when and as required to be fulfilled, (i)
this Agreement may be terminated by the Representative by notice
to both of the Household Entities at any time at or prior to the
Closing Date, and such termination shall be without liability of
any party to any other party except as provided in Section 9 and
(ii) the provisions of Section 9, the indemnity set forth in
Section 10, the contribution provisions set forth in Section 10
and the provisions of Sections 13 and 16 shall remain in effect.
Section 9. Reimbursement of Expenses. If the sale of the
Series 2000-1 Notes provided for herein is not consummated
because any condition to the Underwriter's obligations set forth
in Section 8 hereof is not satisfied, because of any termination
pursuant to Section 12 hereof or because of any refusal,
inability or failure on the part of the Indenture Trustee or the
Household Entities to perform any agreement herein or comply with
any provision hereof other than by reason of a default by the
Underwriters, the Household Entities, jointly and severally, will
reimburse the Underwriters upon demand for all out-of-pocket
expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by it in connection with the
proposed purchase and sale of the Series 2000-1 Notes.
Section 10. Indemnification.
A. A. The Household Entities jointly and severally
agree to indemnify and hold harmless the Underwriters and each
person, if any, who controls the Underwriters within the meaning
of the Act or the Exchange Act, from and against any and all
loss, claim, damage or liability, joint or several, or any action
in respect thereof (including, but not limited to, any loss,
claim, damage, liability or action relating to purchases and
sales of the Series 2000-1 Notes), to which the Underwriters or
any such controlling person may become subject, under the Act or
the Exchange Act or otherwise, insofar as such loss, claim,
damage, liability or action arises out of, or is based upon, (i)
any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or the Prospectus,
(ii) the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading or (iii) the omission or
alleged omission to state therein a material fact required to be
stated or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading,
unless (a) such untrue statement or omission or alleged untrue
statement or omission was made in reliance upon and in conformity
with written information furnished to the Household Entities, or
information, if any, electronically transmitted to the Household
Entities by the Underwriters expressly for use in the
Registration Statement (or any amendment thereof) or (b) such
untrue statement or omission or alleged untrue statement or
omission relates to information in any Derived Information
provided by the Underwriters to a prospective investor (except to
the extent that such untrue statements contained therein are
18
Seller-Provided Information); and shall reimburse the
Underwriters and each such controlling person promptly upon
demand for any documented legal or documented other expenses
reasonably incurred by the Underwriters or such controlling
person in connection with investigating or defending or preparing
to defend against any such loss, claim, damage, liability or
action as such expenses are incurred; provided, however, that the
foregoing indemnity with respect to any untrue statement
contained in or omission from the Prospectus shall not inure to
the benefit of the Underwriters if a Household Entity shall
sustain the burden of proving that the person asserting against
the Underwriters the loss, liability, claim, damage or expense
purchased any of the Series 2000-1 Notes which are the subject
thereof and was not sent or given a copy of the appropriate
Prospectus (or the appropriate Prospectus as amended or
supplemented) (the term Prospectus as used in this clause shall
not include documents incorporated by reference thereto), if
required by law, at or prior to the written confirmation of the
sale of such Series 2000-1 Notes (unless such Prospectus is
amended or supplemented after the Prospectus has been delivered
pursuant to Rule 424(b)) to such person and the untrue statement
contained in or omission from such Prospectus was corrected in
the appropriate Prospectus (or the appropriate Prospectus as
amended or supplemented).
The foregoing indemnity agreement is in addition to any
liability which a Household Entity may otherwise have to the
Underwriters or any controlling person of any of the
Underwriters.
B. Each of the Underwriters agrees to severally and
not jointly indemnify and hold harmless the Household Entities,
the directors and the officers of the Household Entities who
signed the Registration Statement, and each person, if any, who
controls any Household Entity within the meaning of the Act or
the Exchange Act against any and all loss, claim, damage or
liability, or any action in respect thereof, to which a Household
Entity or any such director, officer or controlling person
thereof may become subject, under the Act or the Exchange Act or
otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, (i) any untrue statement
or alleged untrue statement of a material fact contained in the
Underwriter Information (as defined below) or (ii) information in
any Derived Information provided by such Underwriter (except to
the extent that such untrue statements or errors contained
therein are Seller-Provided Information), and shall reimburse the
applicable Household Entity, promptly on demand, and any such
director, officer or controlling person for any documented legal
or other documented expenses reasonably incurred by such
Household Entity, or any director, officer or controlling person
in connection with investigating or defending or preparing to
defend against any such loss, claim, damage, liability or action
as such expenses are incurred. Underwriter Information means the
information set forth under the caption "Underwriting" in the
Prospectus.
The foregoing indemnity agreement is in addition to any
liability which the Underwriters may otherwise have to any
Household Entity or any such director, officer or controlling
person.
B. C. Promptly after receipt by any indemnified
party under this Section 10 of notice of any claim or the
commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against any indemnifying
party under this Section 10, promptly notify the indemnifying
party in writing of the claim or the commencement of that action;
provided, however, that the failure to notify an indemnifying
party shall not relieve it from any liability which it may have
under this Section 10 except to the extent it has been materially
prejudiced by such failure; and provided, further, that the
failure to notify any indemnifying party shall not relieve it
from any liability which it may have to any indemnified party
otherwise than under this Section 10.
19
If any such claim or action shall be brought against an
indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense
thereof with counsel reasonably satisfactory to the indemnified
party, unless such indemnified party reasonably objects to such
assumption on the ground that there may be legal defenses
available to it which are different from or in addition to those
available to such indemnifying party. After notice from the
indemnifying party to the indemnified party of its election to
assume the defense of such claim or action, except to the extent
provided in the next following paragraph, the indemnifying party
shall not be liable to the indemnified party under this Section
10 for any fees and expenses of counsel subsequently incurred by
the indemnified party in connection with the defense thereof
other than reasonable costs of investigation.
Any indemnified party shall have the right to employ
separate counsel in any such action and to participate in the
defense thereof, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless: (i) the
employment thereof has been specifically authorized by the
indemnifying party in writing; (ii) such indemnified party shall
have been advised by such counsel that there may be one or more
legal defenses available to it which are different from or
additional to those available to the indemnifying party and in
the reasonable judgment of such counsel it is advisable for such
indemnified party to employ separate counsel; or (iii) the
indemnifying party has failed to assume the defense of such
action and employ counsel reasonably satisfactory to the
indemnified party, in which case, if such indemnified party
notifies the indemnifying party in writing that it elects to
employ separate counsel at the expense of the indemnifying party,
the indemnifying party shall not have the right to assume the
defense of such action on behalf of such indemnified party, it
being understood, however, the indemnifying party shall not, in
connection with any one such action or separate but substantially
similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, be liable for
the reasonable fees and expenses of more than one separate firm
of attorneys (in addition to local counsel) at any time for all
such indemnified parties, which firm shall be designated in
writing by the Representative, if the indemnified parties under
this Section 9 consist of the Underwriters or any of their
controlling persons, or by the Household Entities, if the
indemnified parties under this Section 9 consist of any of the
Household Entities or any of the Household Entities' directors,
officers or controlling persons, but in either case reasonably
satisfactory to the indemnified party.
Each indemnified party, as a condition of the indemnity
agreements contained in Sections 10A and B, shall use its best
efforts to cooperate with the indemnifying party in the defense
of any such action or claim. No indemnifying party shall be
liable for any settlement of any such action effected without its
written consent (which consent shall not be unreasonably
withheld), but if settled with its written consent or if there be
a final judgment for the plaintiff in any such action, the
indemnifying party agrees to indemnify and hold harmless any
indemnified party from and against any loss or liability by
reason of such settlement or judgment. No indemnifying party
shall, without prior written consent of the indemnified party,
effect any settlement of any pending or threatened action in
respect of which such indemnified party is or could have been a
party and indemnity could have been sought hereunder by such
indemnified party unless such settlement includes an
unconditional release of such indemnified party from all
liability on any claims that are the subject matter of such
action.
Notwithstanding the foregoing, if (x) the indemnified
party has made a proper request to the indemnifying party for the
payment of the indemnified party's legal fees and expenses, as
permitted hereby, and (y) such request for payment has not been
honored within thirty days, then, for so long as such request
thereafter remains unhonored, the indemnifying party shall be
liable for any settlement entered into by the indemnified party
whether or not the indemnifying party consents thereto.
20
C. D. If the indemnification provided for in this
Section 10 shall for any reason be unavailable to hold harmless
an indemnified party under Section 10A or B in respect of any
loss, claim, damage or liability, or any action in respect
thereof, referred to therein, then each indemnifying party shall,
in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of
such loss, claim, damage or liability, or action in respect
thereof, (i) in such proportion as shall be appropriate to
reflect the relative benefits received by the Household Entities
on the one hand and the Underwriters on the other from the
offering of the Notes or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative
fault of the Household Entities on the one hand and the
Underwriters on the other with respect to the statements or
omissions which resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other
relevant equitable considerations.
The relative benefits of the Underwriters and the
Household Entities shall be deemed to be in such proportion so
that the Underwriters are responsible for that portion
represented by the percentage that the underwriting discount
appearing on the cover page of the Prospectus bears to the public
offering price appearing on the cover page of the Prospectus.
The relative fault of the Underwriters and the
Household Entities shall be determined by reference to whether
the untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to
information supplied by the Household Entities or by one of the
Underwriters, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or
prevent such statement or omission and other equitable
considerations.
The Household Entities and the Underwriters agree that
it would not be just and equitable if contributions pursuant to
this Section 10D were to be determined by pro rata allocation or
by any other method of allocation which does not take into
account the equitable considerations referred to herein. The
amount paid or payable by an indemnified party as a result of the
loss, claim, damage or liability, or action in respect thereof,
referred to above in this Section 10D shall be deemed to include,
for purposes of this Section 10D, any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.
Each person, if any, who controls each Underwriter
within the meaning of the Act or the Exchange Act shall have the
same rights to contribution as each of the Underwriters and each
director of a Household Entity, each officer of a Household
Entity who signed the Registration Statement, and each person, if
any, who controls a Household Entity within the meaning of the
Act or the Exchange Act shall have the same rights to
contribution as the applicable Household Entity.
Except in the case of any loss, claim, damage,
liability or expense resulting solely from a breach of the
Underwriter's representation and warranty set forth in Section
3(a), (b) or (c) hereof, in no case shall any Underwriter be
responsible for any amount in excess of the underwriting discount
applicable to the Series 2000-1 Notes purchased by such
Underwriter hereunder. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
D. E. The Underwriters severally confirm that the
information set forth (i) in the Prospectus relating to market
making and (ii) under the caption "Underwriting" in the
Prospectus Supplement is correct and constitutes the only
information furnished in writing to a Household Entity by or on
behalf of the Underwriters specifically for inclusion in the
Prospectus.
21
Section 11. Default by One or More of the Underwriters. If
one or more of the Underwriters participating in the public
offering of the Series 2000-1 Notes shall fail at the Closing
Date to purchase the Series 2000-1 Notes which it is obligated to
purchase hereunder (the "Defaulted Securities"), then the non-
defaulting Underwriter shall have the right, within 24 hours
thereafter, to make arrangements to purchase all, but not less
than all, of the Defaulted Securities in such amounts as may be
agreed upon and upon the terms herein set forth. If, however,
the Underwriter have not completed such arrangements within such
24-hour period, then:
(i) if the aggregate principal amount of Defaulted Securities
does not exceed 10% of the aggregate principal amount of the
Series 2000-1 Notes to be purchased pursuant to this Agreement,
the non-defaulting Underwriter shall be obligated to purchase the
full amount thereof, or
(ii) if the aggregate principal amount of Defaulted Securities
exceeds 10% of the aggregate principal amount of the Series 2000-
1 Notes to be purchased pursuant to this Agreement, this
Agreement shall terminate, without any liability on the part of
any non- defaulting Underwriter.
No action taken pursuant to this Section shall relieve
the defaulting Underwriter from the liability with respect to any
default of such Underwriter under this Agreement.
In the event of a default by an Underwriter as set
forth in this Section, each of the Underwriters and the Seller
shall have the right to postpone the Closing Date for a period
not exceeding five Business Days in order that any required
changes in the Registration Statement or Prospectus or in any
other documents or arrangements may be effected.
Section 12. Termination. This Agreement shall be subject to
termination in the absolute discretion of the Representative, by
notice given to the Seller and HAFC prior to delivery of and
payment for the Series 2000-1 Notes if prior to such time (i)
trading in securities generally on the New York Stock Exchange or
the National Association of Securities Dealers National Market
System shall have been suspended or limited, or minimum prices
shall have been established on such exchange or market system; a
banking moratorium shall have been declared by either Federal,
New York State authorities or the State of California; or (ii)
there shall have occurred any outbreak or material escalation of
hostilities involving the United States of America where armed
conflict or the declaration of war appears imminent, if, the
effect of such event makes it, in the reasonable judgment of the
Representative, impractical or inadvisable to proceed with the
completion of the sale and payment for the Series 2000-1 Notes.
Upon such notice being given, the parties to this Agreement shall
(except for any liability arising before or in relation to such
termination) be released and discharged from their respective
obligations under this Agreement.
Section 13. Representations, Warranties and Agreements to
Survive Delivery. All representations, warranties and agreements
contained in this Agreement or contained in certificates of
officers of the Household Entities submitted pursuant hereto,
shall remain operative and in full force and effect, regardless
of any investigation made by or on behalf of the Representative
or controlling person of the Representative, or by or on behalf
of the Household Entities or any officers, directors or
controlling persons and shall survive delivery of any
certificates to the Representative or any controlling person.
Section 14. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been
duly given if mailed or transmitted by any standard form of
telecommunication to the Underwriters at Credit Suisse First
Boston Corporation, Xxxxxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, attention: Asset Finance Department, Fax: (212) 325-
6677; if sent to any Household Entity to 0000 Xxxxxxx Xxxx,
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000, attention of General Counsel,
Fax: (000) 000-0000.
22
Section 15. Parties. This Agreement shall inure to the
benefit of and be binding upon the Representative and the
Household Entities, and their respective successors or assigns.
Nothing expressed or mentioned in this Agreement is intended nor
shall it be construed to give any person, firm or corporation,
other than the parties hereto or thereto and their respective
successors and the controlling persons and officers and directors
referred to in Section 9 and their heirs and legal
representatives, any legal or equitable right, remedy or claim
under or with respect to this Agreement or any provision herein
contained. This Agreement and all conditions and provisions
hereof are intended to be for the sole and exclusive benefit of
the parties and their respective successors and said controlling
persons and officers and directors and their heirs and legal
representatives (to the extent of their rights as specified
herein and therein) and except as provided above for the benefit
of no other person, firm or corporation. No purchaser of Series
2000-1 Notes from the Representative shall be deemed to be a
successor by reason merely of such purchase.
SECTION 16. GOVERNING LAW AND TIME. THIS AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND SHALL
BE CONSTRUED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE
CONFLICT OF LAWS PROVISIONS THEREOF. SPECIFIED TIMES OF DAY
REFER TO NEW YORK CITY TIME.
Section 17. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original,
but together they shall constitute but one instrument.
Section 18. Headings. The headings herein are inserted for
convenience of reference only and are not intended to be part of
or affect the meaning or interpretation of, this Agreement.
If the foregoing is in accordance with the
Representative's understanding of our agreement, please sign and
return to us a counterpart hereof, whereupon this instrument
along with all counterparts will become a binding agreement
between the Representative, the Seller, HAFC and HFC in
accordance with its terms.
Very truly yours,
HOUSEHOLD FINANCE CORPORATION
By:
Name:
Title:
HOUSEHOLD AUTO RECEIVABLES CORPORATION
By:
Name:
Title:
HOUSEHOLD AUTOMOTIVE FINANCE
CORPORATION
By:
Name:
Title:
CONFIRMED AND ACCEPTED, as of
the date first above written:
CREDIT SUISSE FIRST BOSTON CORPORATION
Acting on its own behalf and as Representative of the
Underwriters referred to in the foregoing Agreement
By:
Name:
Title: Authorized Signatory
23
[Underwriting Agreement]
Schedule 1
Purchase Price (excluding accrued interest)
Class A-1 Class A-2 Class A-3 Class A-4
Credit Suisse First 99.870000% 99.807019% 99.769402% 99.743390%
Boston Corporation
Banc of America 99.870000% 99.807019% 99.769402% 99.743390%
Securities LLC
Chase Securities 99.870000% 99.807019% 99.769402% 99.743390%
Inc.
X.X. Xxxxxx 99.870000% 99.807019% 99.769402% 99.743390%
Securities Inc.
Notional Principal Amount
Class A-1 Class A-2 Class A-3 Class A-4
Credit Suisse First Boston
Corporation $35,500,000.00 $38,250,000.00 $42,250,000.00 $41,052,000.00
Banc of America
Securities LLC $35,500,000.00 $38,250,000.00 $42,250,000.00 $40,800,000.00
Chase Securities
Inc. $35,500,000.00 $38,250,000.00 $42,250,000.00 $40,800,000.00
X.X. Xxxxxx
Securities Inc. $35,500,000.00 $38,250,000.00 $42,250,000.00 $40,800,000.00
Total $142,000,000.00 $153,000,000.00 $169,000,000.00 $163,452,000.00
Proceeds (excluding accrued interest)
Class A-1 Class A-2 Class A-3 Class A-4
Credit Suisse First Boston
Corporation $35,453,850.00 $38,176,184.77 $42,152,572.35 $40,946,656.46
Banc of America
Securities LLC $35,453,850.00 $38,176,184.77 $42,152,572.35 $40,695,303.12
Chase Securities
Inc. $35,453,850.00 $38,176,184.77 $42,152,572.35 $40,695,303.12
X.X. Xxxxxx
Securities Inc. $35,453,850.00 $38,176,184.77 $42,152,572.35 $40,695,303.12
Total $141,815,400.00 $152,704,739.07 $168,610,289.38 $163,032,565.82
