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EXHIBIT 4.3
DECLARATION OF TRUST, dated as of March 21, 2000, between Household
International, Inc., a Delaware corporation, as Sponsor, and Xxxxxxxx X. Xxxx,
Xx., Xxxxxx X. Xxxxxx, and Wilmington Trust Company, a Delaware banking
corporation, not in their individual capacities but solely as Trustees. The
Sponsor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as "Household Capital Trust
V", in which name the Trustees, or the Sponsor to the extent provided herein,
may conduct the business of the Trust, make and execute contracts, and xxx and
be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10. The Trustees hereby acknowledge receipt of such amount
in trust from the Sponsor, which amount shall constitute the initial trust
estate. The Trustees hereby declare that they will hold the trust estate in
trust for the Sponsor. It is the intention of the parties hereto that the Trust
created hereby constitute a business trust under Chapter 38 of title 12 of the
Delaware Code, 12 Del. C. SS. 3801 et seq. (the "Business Trust Act"), and
that this document constitute the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State substantially in the form attached
hereto or in such other form as the Trustees may approve.
3. The Sponsor and the Trustees will enter into an amended and restated
Declaration of Trust, satisfactory to each such party and substantially in the
form included as Exhibit 4(d) to the 1933 Act Registration Statement referred
to below, or in such other form as the Trustees may approve, to provide for the
contemplated operation of the Trust created hereby and the issuance of the
Preferred Securities and common interests referred to therein. Prior to the
execution and delivery of such amended and restated Declaration of Trust, the
Trustees shall not have any duty or obligation hereunder or with respect of the
trust estate, except as otherwise required by applicable law or as may be
necessary to obtain prior to such execution and delivery any licenses, consents
or approvals required by applicable law or otherwise. However, notwithstanding
the foregoing, all Trustees may take all actions deemed proper as are necessary
to effect the transactions contemplated herein.
4. The Sponsor and the Trustees hereby authorize and direct the Sponsor,
as the sponsor of the Trust, (i) to file with the Securities and Exchange
Commission (the "Commission") and execute, in each case on behalf of the Trust,
(a) the Registration Statement on Form S-3 (the "1933 Act Registration
Statement") including pre-effective or post-effective amendments to such
Registration Statement, relating to the registration under the Securities Act
of 1933, as amended, of the Trust Preferred Securities of the Trust and (b) a
Registration Statement on Form 8-A (the "1934 Act Registration Statement")
(including all pre-effective and post-effective amendments thereto) relating to
the registration of the
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Trust Preferred Securities of the Trust under Section 12(b) of the Securities
Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange
and execute on behalf of the Trust a listing application and all other
applications, statements, certificates, agreements and other instruments as
shall be necessary or desirable to cause the Trust Preferred Securities to be
listed on the New York Stock Exchange; and (iii) to file and execute on behalf
of the Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the Trust Preferred Securities
under the securities or "Blue Sky" laws of such jurisdictions as the Sponsor, on
behalf of the Trust, may deem necessary or desirable. The Trustees further
hereby ratify and approve all actions having previously been taken with respect
to the foregoing. In the event that any filing referred to in clauses (i)-(iii)
above is required by the rules and regulations of the Commission, the New York
Stock Exchange or state securities or blue sky laws, to be executed on behalf of
the Trust by the Trustees, Xxxxxxxx X. Xxxx, Xx. and Xxxxxx X. Xxxxxx, in their
capacities as Trustees of the Trust, are hereby authorized and directed to join
in any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that Wilmington Trust Company in its capacity as
Trustee of the Trust, shall not be required to join in any such filing or
execute on behalf of the Trust any such document unless required by the rules
and regulations of the Commission, the New York Stock Exchange or state
securities or blue sky laws. In connection with all of the foregoing, the
Sponsor and each Trustee (other than Wilmington Trust Company), solely in its
capacity as Trustee of the Trust, hereby constitutes and appoints Xxxx X.
Xxxxxx, Xxxxxx X. Mattensen and Xxxx X. XxxxxxXxxxx, and each of them, as his,
her or its, as the case may be, true and lawful attorneys-in-fact, and agents,
with full power of substitution and resubstitution, for the Sponsor or such
Trustee or in the Sponsor's or such Trustee's name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to the 1933 Act Registration Statement and the 1934 Act Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as the Sponsor or such Trustee might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, shall do or cause to be done by virtue hereof.
5. This Declaration of Trust may be executed in one or more counterparts.
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6. The number of Trustees initially shall be three (3) and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Sponsor which may increase or decrease the
number of Trustees; provided, however, that the number of Trustees shall in no
event be less than three (3); and provided, further that to the extent required
by the Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its principal place of business in the State of Delaware. Subject to the
foregoing, the Sponsor is entitled to appoint or remove without cause any
Trustee at any time. The Trustees may resign upon thirty days prior notice to
the Sponsor provided, however, that Wilmington Trust Company may resign
immediately upon notice to the Sponsor if Wilmington Trust Company is required
to join in any filing or execute on behalf of the Trust any document pursuant to
the provisions of paragraph 4 hereof and, upon giving such notice, Wilmington
Trust Company shall not be required to join in any such filing or execute on
behalf of the Trust Company shall be effective until a successor Delaware
Trustee has been appointed and has accepted such appointment by instrument
executed by such successor Delaware Trustee and delivered to the Trust, the
Sponsor and Wilmington Trust Company.
7. To the fullest extent permitted by applicable law, the Sponsor agrees
to indemnify (i) Wilmington Trust Company, (ii) any affiliate of Wilmington
Trust Company, and (iii) any officers, directors, shareholders, members,
partners, employees representative, nominees, custodians or agents of Wilmington
Trust Company (each of the persons or entities in (i)through (iii) being
referred to as an "Indemnified Person") for, and to hold each Indemnified Person
harmless against, any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses (including reasonable legal fees and expenses) of defending itself
agains, or investigating, any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this paragraph 7 shall survive the termination of this
Declaration.
IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.
HOUSEHOLD INTERNATIONAL, INC.
as Sponsor
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
WILMINGTON TRUST COMPANY
not in its individual capacity but solely
as Trustee
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
Title: Financial Services Officer
/s/ X.X. Xxxx, Xx.
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Xxxxxxxx X. Xxxx, Xx.
not in his individual capacity but solely
as Trustee
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
not in his individual capacity but solely
as Trustee
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