EXHIBIT 4.3
================================================================================
HOUSEHOLD FINANCE CORPORATION
COMPANY
to
THE BANK OF NEW YORK
TRUSTEE
------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of October 30, 2002
DEBT SECURITIES
------------
================================================================================
FIRST SUPPLEMENTAL INDENTURE, dated as of October 30, 2002 (the "First
Supplemental Indenture"), by and between HOUSEHOLD FINANCE CORPORATION, a
corporation duly organized and existing under the laws of the State of Delaware
(the "Company"), and THE BANK OF NEW YORK, a New York banking corporation, as
trustee (the "Trustee").
WHEREAS, the Company executed and delivered the indenture, dated as of
November 1, 1994 (including the Company's Standard Multiple-Series Indenture
Provisions for Senior Debt Securities, dated as of June 1, 1992, incorporated by
reference therein, the "Base Indenture"), to the Trustee to provide for the
future issuance of the Company's debt securities (the "Securities"), to be
issued from time to time in one or more series as might be determined by the
Company under the Base Indenture;
WHEREAS, pursuant to the terms of the Base Indenture, the Company desires
to provide for the establishment of a new series of its Securities to be known
as its 8.875% Senior Notes due 2008 (the "Notes"), the form and substance of
such Notes and the terms, provisions and conditions thereof to be set forth as
provided in the Base Indenture and this First Supplemental Indenture (together,
the "Indenture");
WHEREAS, the Company has requested that the Trustee execute and deliver
this First Supplemental Indenture; and
WHEREAS, the Company has satisfied all requirements necessary to make this
First Supplemental Indenture a valid instrument in accordance with its terms,
and to make the Notes, when executed by the Company and authenticated and
delivered by the Trustee, the valid obligations of the Company and all acts and
things necessary have been done and performed to make this First Supplemental
Indenture enforceable in accordance with its terms, and the execution and
delivery of this First Supplemental Indenture have been duly authorized in all
respects:
NOW, THEREFORE, in consideration of the purchase and acceptance of the
Notes by the Holders thereof, and for the purpose of setting forth, as provided
in the Indenture, the form and substance of the Notes and the terms, provisions
and conditions thereof, the Company covenants and agrees with the Trustee as
follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definition of Terms.
Unless otherwise provided herein or unless the context otherwise requires:
(a) a term defined in the Base Indenture has the same meaning when used in
this First Supplemental Indenture;
(b) a term defined anywhere in this First Supplemental Indenture has the
same meaning throughout;
(c) the singular includes the plural and vice versa;
(d) headings are for convenience of reference only and do not affect
interpretation;
(e) the following terms have the meanings given to them in the Purchase
Contract Agreement (as defined below): Failed Remarketing; Last Failed
Remarketing; Normal Units; Purchase Contract Agent; Remarketing Agent,
Remarketing Agreement; Remarketing Date; Remarketing Value; Separate Notes;
Subsequent Remarketing Date; and Underwriting Agreement;
(f) the following terms have the meanings given to them in this Section
1.1(f):
"Global Note" shall mean a Depository Note representing the Notes.
"Interest Rate" shall have the meaning set forth in Section 2.5.
"Over-Allotment Option" shall mean the option granted to the
underwriters pursuant to the Underwriting Agreement to purchase up to
an additional 3,000,000 Normal Units.
"Purchase Contract Agreement" shall mean the Purchase Contract
Agreement, dated as of October 30, 2002, between Household
International, Inc. and The Bank of New York, as purchase contract
agent.
"Reset Agent" means a nationally recognized investment banking firm
chosen by the Company to determine the Reset Rate.
"Reset Date" shall mean the date following the Remarketing Date or a
Subsequent Remarketing Date, as applicable, on which the trades in a
successful remarketing of the Notes pursuant to the Purchase Contract
Agreement and the Remarketing Agreement settle.
"Reset Rate" means the lowest interest rate per annum (rounded to the
nearest one-thousandth (0.001) of one percent per annum), as determined
by the Reset Agent, that the Notes shall bear in order for the Notes to
have a market value at the Remarketing Date or any Subsequent
Remarketing Date, as the case may be, of at least 100.25% of the
Remarketing Value, assuming, for this purpose, even if not true, that
all of the Notes are held as components of Normal Units and will be
remarketed.
2
ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE NOTES
Section 2.1. Designation, Principal Amount and Authorized Denomination.
There is hereby authorized a series of Securities designated the 8.875%
Senior Notes due 2008, limited in aggregate principal amount to $500,000,000,
which amount to be issued shall be as set forth in any Company Order for the
authentication and delivery of Notes pursuant to the Base Indenture and which
amount may be increased by up to $75,000,000 in the event the Over-Allotment
option is exercised. The Notes shall be issuable only in registered form and
without coupons in denominations of $25 and any integral multiples thereof.
Section 2.2. Maturity.
The Stated Maturity Date of the Notes will be February 15, 2008.
Section 2.3. Form and Payment.
(a) The Notes, on original issuance, shall be issued in the form of (i) one
or more definitive, fully registered Notes registered initially in the name of
The Bank of New York, as Purchase Contract Agent, and (ii) one fully registered
Global Note registered in the name of The Depository Trust Company ("DTC"), as
Depository, or its nominee, and deposited with the Trustee, as custodian for
DTC, for credit by DTC to the respective accounts of beneficial owners of the
Separate Notes represented thereby (or such other accounts as they may direct).
(b) The principal of and the interest on the Notes shall be payable at the
office or agency of the Company maintained for that purpose in any coin or
currency of the United States of America that at the time of payment is legal
tender for the payment of public or private debts; provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the registered Holder at such address as shall appear in the Note Register or by
wire transfer to an account appropriately designated by the Holder entitled
thereto.
Section 2.4. Global Note.
(a) DTC shall serve as the initial Depository for the Global Note.
(b) Unless and until it is exchanged for definitive Notes in registered
form in accordance with the terms of the Base Indenture, a Global Note may be
transferred, in whole but not in part, only to another nominee of the
Depository, or to a successor Depository selected or approved by the Company or
to a nominee of such successor Depository.
3
Section 2.5. Interest and Interest Rate Reset.
(a) Each Note will bear interest from its Issue Date or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, as the case may be, initially at the rate of 8.875% per annum (the
"Interest Rate") up to but excluding the Reset Date; provided, however, that in
the event that a Last Failed Remarketing occurs, each Note shall continue to
bear interest at the Interest Rate until the principal of the Notes is paid or
made available for payment. In the event the Notes are successfully remarketed
pursuant to the Purchase Contract Agreement and the Remarketing Agreement, each
Note shall bear interest at the Reset Rate from and including the Reset Date to
the date on which the principal of the Notes is paid or made available for
payment; provided that any principal and installment of interest which is
overdue shall bear interest (to the extent that payment of such interest is
enforceable under applicable law) at the Interest Rate up to but excluding the
Reset Date, if any, and thereafter at the Reset Rate, from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand. Interest on the Notes shall be payable
quarterly in arrears on February 15, May 15, November 15 and August 15 of each
year (each, an "Interest Payment Date"), commencing February 15, 2003, until the
principal thereof is paid or made available for payment.
(b) The amount of interest payable for any period on any Interest Payment
Date will be computed on the basis of a 360-day year consisting of twelve 30-day
months. Except as provided in the following sentence, the amount of interest
payable for any period shorter than a full quarterly period for which interest
is computed will be computed on the basis of the actual number of days elapsed
in such a 90-day period. In the event that any date on which interest is payable
on the Notes is not a Business Day, then payment of interest payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date.
(c) The Notes do not have the benefit of any sinking fund obligation.
(d) The provisions of Section 6.03 of the Company's Standard
Multiple-Series Indenture Provisions for Senior Debt Securities, dated as of
June 1, 1992, shall not apply to the Notes.
Section 2.6. Other Provisions
The Company agrees, and by acceptance of a beneficial ownership interest in
the Notes, each beneficial owner of Notes will be deemed to have agreed (1) to
treat the acquisition of an Equity Security Unit (as defined below) as the
acquisition of the Note and the Purchase Contract (as defined below)
constituting the Equity Security Unit and to allocate the purchase price of the
Equity Security Unit between the Note and the Purchase Contract in an amount
equal to $23.55 and $1.45, respectively, (2) to treat the
4
Notes as indebtedness of the Company for all tax purposes, (3) to treat the
Notes as indebtedness that is subject to Treasury regulation section 1.1275-4
(the "Contingent Payment Regulations") for United States federal income tax
purposes, (4) to be bound by the Company's determination of the "comparable
yield" and "projected payment schedule," within the meaning of the Contingent
Payment Regulations, with respect to the Notes for United States federal income
tax purposes and (5) to treat each Note and each Purchase Contract constituting
the Equity Security Unit as separate financial instruments for all tax purposes.
A Holder of Notes may obtain the amount of original issue discount, issue date,
yield to maturity, comparable yield and projected payment schedule by submitting
a written request -for it to the Company at the following address: Household
Finance Corporation, 0000 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000,
facsimile (000) 000-0000, Attn: Treasurer.
ARTICLE III
FORM OF NOTE
Section 3.1. Form of Note.
The Notes and the Trustee's certificate of authentication to be endorsed
thereon are to be substantially in the following forms:
[IF THE NOTE IS A GLOBAL NOTE, INSERT - This Note is a Global Note
within the meaning of the Indenture hereinafter referred to and is
registered in the name of the Depository or a nominee of the Depository.
This Note is exchangeable for Notes registered in the name of a person
other than the Depository or its nominee only in the limited circumstances
described in the Indenture, and no transfer of this Note (other than a
transfer of this Note as a whole by the Depository to a nominee of the
Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository) may be registered except in limited
circumstances.]
[IF THE DEPOSITORY IS THE DEPOSITORY TRUST COMPANY, INSERT - Unless
this Note is presented by an authorized representative of The Depository
Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its
agent for registration of transfer, exchange or payment, and any Note
issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of The Depository Trust Company
and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.]
No.
CUSIP No. 441815 AQ 0 $_____________________
5
HOUSEHOLD FINANCE CORPORATION
8.875% SENIOR NOTE DUE 2008
HOUSEHOLD FINANCE CORPORATION, a Delaware corporation (the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to ___________________, the
principal sum of ______ dollars ($______________) on February 15, 2008 (such
date is hereinafter referred to as the "Stated Maturity Date"), and to pay
interest on said principal sum from October 30, 2002, or from the most recent
interest payment date initially at the rate of 8.875% per annum (the "Interest
Rate") up to, but excluding, the Reset Date; provided, however, that in the
event a Last Failed Remarketing occurs, this Note shall continue to bear
interest at the Interest Rate until the principal of the Notes is paid or made
available for payment. In the event the Notes are successfully remarketed
pursuant to the Purchase Contract Agreement and the Remarketing Agreement, this
Note shall bear interest at the Reset Rate, from and including the Reset Date to
the date on which principal hereof is paid or made available for payment;
provided that any principal and installment of interest which is overdue shall
bear interest (to the extent that payment of such interest is enforceable under
applicable law) at the Interest Rate up to but excluding the Reset Date, if any,
and thereafter at the Reset Rate, from the dates such amounts are due until they
are paid or made available for payment, and such interest shall be payable on
demand. Interest on this Note shall be payable quarterly in arrears on February
15, May 15, August 15 and November 15 of each year (each, an "Interest Payment
Date"), commencing February 15, 2003, until the principal hereof is paid or made
available for payment. The amount of interest payable for any period on any
Interest Payment Date shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. Except as provided in the following
sentence, the amount of interest payable for any period shorter than a full
quarterly period for which interest is computed will be computed on the basis of
the actual number of days elapsed in such a 90-day period. In the event that any
date on which interest is payable on this Note is not a Business Day, then
payment of interest payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such date. The
interest installment so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
person in whose name this Note is registered at the close of business on the
regular record date for such interest installment, which as long as any Notes
are represented by a Global Note shall be the close of business on the Business
Day next preceding such Interest Payment Date. Any such interest installment not
punctually paid or duly provided for shall forthwith cease to be payable to the
registered Holders on such regular record date and may be paid to the Person in
whose name this Note is registered at the close of business on a special record
date to be fixed by the Trustee for the payment of such defaulted interest,
notice whereof shall be given to the registered Holders of this series of Notes
not less than 10 days prior to such special record date, or
6
may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange all as more fully provided
in the Indenture. The principal of and the interest on this Note shall be
payable at the office or agency of the Company maintained for that purpose in
any coin or currency of the United States of America that at the time of payment
is legal tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the registered Holder at such address as shall appear in the Note Register or by
wire transfer to an account appropriately designated by the Holder entitled
thereto.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if fully set forth at this place.
Unless the certificate of authorization hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
7
IN WITNESS WHEREOF, the Company has caused this instrument to be executed
under its corporate seal.
Dated:
HOUSEHOLD FINANCE CORPORATION
By:
-------------------------
Name:
Title:
[SEAL]
Attest:
--------------------
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated herein referred to in the
within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By:
--------------------------
Authorized Officer
8
(FORM OF REVERSE OF NOTE)
This Note is one of a duly authorized series of Senior Notes of the Company
(herein sometimes referred to as the "Securities"), specified in the Indenture
hereinafter referred to, all issued or to be issued in one or more series under
and pursuant to an Indenture, dated as of November 1, 1994 (including the
Company's Standard Multiple-Series Indenture Provisions for Senior Debt
Securities, dated as of June 1, 1992, incorporated by reference therein, the
"Base Indenture"), duly executed and delivered by the Company and The Bank of
New York, as Trustee (the "Trustee") (such Base Indenture as supplemented by the
First Supplemental Indenture, dated October 30, 2002, the "Indenture"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Securities. By the terms of the Indenture, the Securities are issuable in series
that may vary as to amount, date of maturity, rate of interest and in other
respects as provided in the Indenture. This series of Securities is limited in
aggregate principal amount as specified in said First Supplemental Indenture.
The Securities of this series were initially issued as components of the
8.875% Adjustable Conversion-Rate Equity Security Units (the "Equity Security
Units") of Household International, Inc., a Delaware corporation ("Household
International") that are in the form of Normal Units, each such Normal Unit
initially consisting of (a) a stock purchase contract (each, a "Purchase
Contract") under which the holder will agree to purchase from Household
International on February 15, 2006, a specified number of newly issued shares of
common stock, par value $1.00 per share, of Household International and (b) a
Security of this series of $25 principal amount. In accordance with the terms of
the Purchase Contract Agreement, on their initial issuance the Securities of
this series were pledged by the Purchase Contract Agent, on behalf of the
holders of the Normal Units, to JPMorgan Chase Bank, as collateral agent,
custodial agent and securities intermediary (the "Collateral Agent"), pursuant
to the Pledge Agreement, dated as of October 30, 2002 (the "Pledge Agreement"),
among Household International, the Purchase Contract Agent and the Collateral
Agent, to secure such holders' obligations to purchase shares of common stock of
Household International under the Purchase Contracts. Pursuant to the
Remarketing Agreement, the Remarketing Agent shall use its commercially
reasonable best efforts to remarket the Securities of this series that are
included in Normal Units at a specified price on certain dates, all as specified
in Section 5.4(b) of the Purchase Contract Agreement. Pursuant to Section 4.5(d)
of the Pledge Agreement, Holders of all other Securities of this series may
elect to have such Securities remarketed in accordance with the procedures set
forth therein.
If a Tax Event (as herein defined) shall occur and be continuing, the
Company may, at its option, redeem the Notes then Outstanding in whole (but not
in part) at any time ("Tax Event Redemption") at the Redemption Price (as herein
defined). If such Tax Event Redemption occurs prior to a successful remarketing
pursuant to Section 5.4 of the Purchase Contract Agreement, the Redemption Price
payable with respect to the Notes pledged to the Collateral Agent under the
Pledge Agreement will be paid to the
9
Collateral Agent on the Tax Event Redemption Date on or prior to 12:00 p.m., New
York City time, by wire transfer in immediately available funds at such place
and at such account as may be designated by the Collateral Agent in exchange for
the Notes pledged to the Collateral Agent; in such event, the Collateral Agent
shall apply such Redemption Price pursuant to the terms of the Purchase Contract
Agreement and the Pledge Agreement.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the date of redemption (the "Tax Event Redemption Date") to each
registered Holder of Notes of this Series to be redeemed at its registered
address as more fully provided in the Indenture. Unless the Company defaults in
payment of the Redemption Price, on and after the Tax Event Redemption Date
interest shall cease to accrue on such Notes of this Series.
"Quotation Agent" means Xxxxxxx, Xxxxx & Co. or any of its successors or
any other primary U.S. government securities dealer in The City of New York
selected by the Company.
"Redemption Price" means, for each Note, the product of (i) the principal
amount of such Note and (ii) a fraction whose numerator is the applicable
Treasury Portfolio Purchase Price (as herein defined) and whose denominator is
the applicable Tax Event Redemption Principal Amount (as herein defined).
"Tax Event" means the receipt by Household International of an opinion of a
nationally recognized tax counsel experienced such matters, to the effect that
there is more than an insubstantial risk that interest payable by the Company on
the Notes on the next Interest Payment Date will not be deductible, in whole or
in part, by the Company for United States federal income tax purposes as a
result of (a) any amendment to, or change (including any announced proposed
change) in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein affecting taxation,
(b) any amendment to or change in an official interpretation or application of
such laws or regulations by any legislative body, court, governmental agency or
regulatory authority or (c) any official interpretation, pronouncement or
application that provides for a position with respect to such laws or
regulations that differs from the generally accepted position on October 24,
2002, which amendment, change or proposed change is effective or which
interpretation or pronouncement is announced on or after October 24, 2002.
"Tax Event Redemption Principal Amount" means (i) in the case of a Tax
Event Redemption Date occurring prior to a successful remarketing of the Notes
pursuant to the Purchase Contract Agreement, the aggregate principal amount of
Notes included in Normal Units on such date, and (ii) in the case of a Tax Event
Redemption Date occurring after either a successful remarketing of the Notes
pursuant to the Purchase Contract Agreement or February 15, 2006, the aggregate
principal amount of the Notes outstanding on such date.
10
"Treasury Portfolio Purchase Price" means the lowest aggregate price quoted
by a primary U.S. government securities dealer in New York City to the Quotation
Agent on the third Business Day immediately preceding the Tax Event Redemption
Date for the purchase of the Treasury Portfolio for settlement on the Tax Event
Redemption Date.
"Treasury Portfolio" means: (i) if a Tax Event Redemption occurs prior to a
successful remarketing of the Notes pursuant to the provisions of the Purchase
Contract Agreement, a portfolio (A) of zero-coupon U. S. Treasury securities
consisting of principal or interest strips of U.S. Treasury securities that
mature on or prior to February 15, 2006 in an aggregate amount equal to the
applicable Tax Event Redemption Principal Amount and (B) with respect to each
scheduled Interest Payment Date on the Notes that occurs after the Tax Event
Redemption Date and on or before February 15, 2006, interest or principal strips
of U.S. Treasury securities that mature on or prior to such Interest Payment
Date in an aggregate amount equal to the aggregate interest payment that would
be due on the applicable Tax Event Redemption Principal Amount on such date if
the interest rate of the Notes were not reset on the Reset Date, and (ii) solely
for purposes of determining the Treasury Portfolio Purchase Price in the case of
a Tax Event Redemption Date occurring after a successful remarketing of the
Notes pursuant to the Purchase Contract Agreement or February 15, 2006, a
portfolio (A) of zero-coupon U.S. Treasury securities consisting of principal or
interest strips of U.S. Treasury securities that mature on or prior to the
Maturity Date in an aggregate amount equal to the applicable Tax Event
Redemption Principal Amount and (B) with respect to each scheduled Interest
Payment Date on the Notes that occurs after the Tax Event Redemption Date and on
or before the Maturity Date, interest or principal strips of U.S. Treasury
securities that mature on or prior to such Interest Payment Date in an aggregate
amount equal to the aggregate interest payment that would be due on the
applicable Tax Event Redemption Principal Amount of the Notes Outstanding on the
Tax Event Redemption Date.
The Notes do not have the benefit of any sinking fund obligation.
By acceptance of a beneficial ownership interest in this Note, each
beneficial owner of this Note will be deemed to have agreed (1) to treat the
acquisition of an Equity Security Unit as the acquisition of this Note and the
Purchase Contract constituting the Equity Security Unit and to allocate the
purchase price of the Equity Security Unit between this Note and the Purchase
Contract in amount equal to $23.55 and $1.45, respectively, (2) to treat this
Note as indebtedness of the Company for all tax purposes, (3) to treat this Note
as indebtedness that is subject to the Contingent Payment Regulations for United
States federal income tax purposes, (4) to be bound by the Company's
determination of the "comparable yield" and "projected payment schedule," within
the meaning of the Contingent Payment Regulations, with respect to this Note for
United States federal income tax purposes and (5) to treat this Note and the
Purchase Contract constituting the Equity Security Unit as separate financial
instruments for all tax purposes. A Holder of this Note may obtain the amount of
original issue discount, issue date, yield to maturity, comparable yield and
projected payment schedule by submitting a written request for it to the Company
at the following address: Household
11
Finance Corporation, 0000 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000,
facsimile (000) 000-0000, Attn: Treasurer.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders under the Indenture at any time by the
Company with the consent of the Holders of at least a majority in aggregate
principal amount of the Notes at the time Outstanding of each series which is
effected by such amendment or modifications, except that certain amendments
specified in the Indenture may be made without approval of Holders of the Notes.
The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Outstanding Notes of any series to waive on
behalf the Holders of such series of Notes compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be binding upon such Holder and upon all future Holders of this
Note and any Note issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the times, place and rate, and in the coin or currency
herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, transfer of this Note is registrable on the Note Register, upon surrender
of this Note for registration of transfer at the office or agency of the Trustee
in the City of New York and State of New York, duly endorsed by, or accompanied
by a written instrument or instruments of transfer in form satisfactory to the
Company or the Trustee duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount and series will be
issued to the designated transferee or transferees.
The Notes of this series are issuable only in registered form without
coupons, in denominations of $25 and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Notes of
this series so issued are exchangeable for a like aggregate principal amount of
Notes of this series of a different authorized denomination, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
12
The Company, the Trustee and any agent of the Company may treat the Person
in whose name this Note is registered as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Note is overdue, and neither the Company, the Trustee nor any such agent
shall be affected by any notice to the contrary.
The Indenture imposes certain limitations on the ability of the Company to,
among other things, merge or consolidate with any other Person or sell, assign,
transfer, lease or convey all or substantially all of its properties and assets.
All such covenants and limitations are subject to a number of important
qualifications and exceptions. The Company must report periodically to the
Trustee on compliance with the covenants in the Indenture.
[If Note is a Global Note, insert - This Note is a Global Note and is
subject to the provisions of the Indenture relating to Depository Notes.]
All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
This Note shall be governed by and construed in accordance with the laws of
the State of Illinois.
13
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to:
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
(INSERT ASSIGNEE'S SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
(INSERT ADDRESS AND ZIP CODE OF ASSIGNEE)
agent to transfer this Note on the Note Register. The agent may substitute
another to act for him or her.
Dated:
Signed:
-----------------------
Signature Guarantee:
(SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS NOTE)
Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.
14
ARTICLE IV
ORIGINAL ISSUE OF NOTES
Section 4.1. Original Issue of Notes.
Notes in the aggregate principal amount of $500,000,000 (which amount may
be increased by up to $75,000,000 in the event the Over-Allotment Option is
exercised) may, upon execution of this First Supplemental Indenture, be executed
by the Company and delivered to the Trustee for authentication, and the Trustee
shall thereupon authenticate and deliver said Notes in accordance with a Company
Order. The Issue Date of the Notes shall be October 30, 2002.
ARTICLE V
MISCELLANEOUS
Section 5.1. Ratification of Base Indenture.
The Base Indenture, as supplemented by this First Supplemental Indenture,
is in all respects ratified and confirmed, and this First Supplemental Indenture
shall be deemed part of the Base Indenture in the manner and to the extent
herein and therein provided.
Section 5.2. Governing Law.
THIS FIRST SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
Section 5.3. Not Responsible for Recitals.
The recitals contained in this First Supplemental Indenture and the
Securities, except the Trustee's certificate of authentication, shall be taken
as the statements of the Company and the Trustee assumes no responsibility for
their correctness and makes no representation as to the validity or sufficiency
of this First Supplemental Indenture.
Section 5.4. Counterparts.
This First Supplemental Indenture may be executed in two counterparts each
of which shall be an original; but such counterparts shall together constitute
but one and the same instrument.
15
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed by their respective officers thereunto duly
authorized, on the date or dates indicated in the acknowledgments and as of the
day and year first above written.
HOUSEHOLD FINANCE CORPORATION,
as Issuer
By:
-----------------------------
Name:
Title:
THE BANK OF NEW YORK,
as Trustee
By:
-----------------------------
Name:
Title:
