SIXTH SUPPLEMENTAL INDENTURE, dated as of , 2001 (the
"Supplemental Indenture"), between Household International, Inc., a Delaware
corporation (the "Company"), and Bank One, National Association, as trustee
(the "Trustee") under the Indenture dated as of May 15, 1995 between the
Company and the Trustee (the "Indenture").
WHEREAS, the Company executed and delivered the Indenture to the Trustee
to provide for the future issuance of the Company's unsecured junior
subordinated debt securities, to be issued from time to time in one or more
series as might be determined by the Company under the Indenture, in an
unlimited aggregate principal amount which may be authenticated and delivered
as provided in the Indenture;
WHEREAS, pursuant to the terms of the Indenture, the Company desires to
provide for the establishment of a new series of its debt securities to be
known as its % Junior Subordinated Deferrable Interest Notes due
, (the "Notes"), the form and substance of such Notes and the terms,
provisions and conditions thereof to be set forth as provided in the
Indenture and this Supplemental Indenture;
WHEREAS, Household Capital Trust VII, a Delaware statutory business
trust (the "Trust"), intends to offer to the public $ aggregate
liquidation amount of its % Trust Preferred Securities (the "Preferred
Securities") and intends to issue to the Company, as sponsor, its % Trust
Common Securities (the "Common Securities", and together with the Preferred
Securities, the "Trust Securities"), representing undivided beneficial
interests in the assets of the Trust and proposes to invest the proceeds from
such offering in $ aggregate principal amount of the Notes; and
WHEREAS, the Company has requested that the Trustee execute and deliver
this Supplemental Indenture, and all requirements necessary to make this
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, have been performed, and the
execution and delivery of this Supplemental Indenture has 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 the context otherwise requires:
(a) a term defined in the Indenture has the same meaning when used in this
Supplemental Indenture;
(b) a term defined anywhere in this Supplemental Indenture has the same
meaning throughout;
(c) the singular includes the plural and vice versa;
(d) a reference to a Section or Article is to a Section or Article of this
Supplemental Indenture;
(e) headings are for convenience of reference only and do not affect
interpretation;
(f) the following terms have the meanings given to them in the
Declaration: (i) Clearing Agency (ii) Delaware Trustee;
(iii)Dissolution Tax Opinion; (iv) No Recognition Opinion; (v) Pricing
Agreement; (vi) Property
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Trustee; (vii) Preferred Security Certificate; (viii) Redemption Tax
Opinion; (ix) Regular Trustees; (x) Special Event; (xi) Tax Event; and
(xii) Underwriting Agreement); and
(g) the following terms have the meanings given to them in this Section
l.l(g):
"Additional Interest" has the meaning set forth in Section 2.5(c).
"Compounded Interest" has the meaning set forth in Section 4.1.
"Coupon Rate" has the meaning set forth in Section 2.5(a).
"Declaration" means the Amended and Restated Declaration of Trust of
Household Capital Trust VII, a Delaware business trust, dated as of
, 2001.
"Deferred Interest" has the meaning set forth in Section 4.1.
"Dissolution Event" means that as a result of the occurrence and
continuation of a Special Event, the Trust is to be dissolved in accordance
with the Declaration and the Notes held by the Trustee are to be
distributed to the holders of the Trust Securities issued by the Trust pro
rata in accordance with the Declaration.
"Extended Interest Payment Period" has the meaning set forth in Section
4.1.
"Interest Payment Date" has the meaning set forth in Section 2.5(a).
"Maturity Date" means, , , or such other earlier date
as may be determined by the Company pursuant to Section 3.4 herein.
"Ministerial Action" has the meaning set forth in Section 3.1.
"90 Day Period" has the meaning set forth in Section 3.1.
"Non Book Entry Preferred Securities" has the meaning set forth in Section
2.4(b).
"Paying Agent" means The BankOne, National Association, until a successor
paying agent has been appointed and has accepted such appointment.
"Redemption Price" has the meaning set forth in Section 3.1.
ARTICLE II
GENERAL TERMS AND CONDITIONS OF
THE NOTES
SECTION 2.1 DESIGNATION AND PRINCIPAL AMOUNT.
There is hereby authorized a series of debt securities designated the " %
Junior Subordinated Deferrable Interest Notes due , ", limited in
aggregate principal amount to $ , which amount shall be as set forth in any
written order of the Company for the authentication and delivery of Notes
pursuant to Section 2.02 of the Indenture.
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SECTION 2.2 MATURITY.
The Maturity Date will be , , or such other earlier
date as may be determined by the Company pursuant to Section 3.4 herein, and
the date on which the Notes mature and on which the principal shall be due
and payable together with all accrued and unpaid interest thereon.
SECTION 2.3 FORM AND PAYMENT.
Except as provided in Section 2.4, the Notes shall be issued in fully
registered certificated form without interest coupons. Principal and interest on
the Notes issued in certificated form will be payable, the transfer of such
Notes will be registrable and such Notes will be exchangeable for Notes bearing
identical terms and provisions at the office or agency of the Trustee; 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. Notwithstanding the foregoing, so long as the registered Holder
of any Notes is the Property Trustee, the payment of the principal of (and
premium, if any) and interest on such Notes held by the Property Trustee will be
made by wire transfer at such place and to such account as may be designated by
the Property Trustee.
SECTION 2.4 DEPOSITORY NOTE.
In connection with a Dissolution Event;
(a) the Notes in certificated form may be presented to the Trustee by the
Property Trustee in exchange for a Depository Note in an aggregate
principal amount equal to all Outstanding Notes, to be registered in
the name of the Depository, or its nominee, and delivered by the
Trustee to the Depository for crediting to the accounts of its
participants pursuant to the instructions of the Regular Trustees. The
Company upon any such presentation shall execute a Depository Note in
such aggregate principal amount and deliver the same to the Trustee
for authentication and delivery in accordance with the Indenture and
this Supplemental Indenture. Payments on the Notes issued as a
Depository Note will be made to the Depository; and
(b) if any Preferred Securities are held in non book-entry certificated
form, the Notes in certificated form may be presented to the Trustee
by the Property Trustee and any Preferred Security Certificate which
represents Preferred Securities other than Preferred Securities held
by the Clearing Agency or its nominee ("Non Book-Entry Preferred
Securities") will be deemed to represent beneficial interests in Notes
presented to the Trustee by the Property Trustee having an aggregate
principal amount equal to the aggregate liquidation amount of the Non
Book-Entry Preferred Securities until such Preferred Security
Certificates are presented to the Security Registrar for transfer or
reissuance at which time such Preferred Security Certificates will be
cancelled and a Note registered in the name of the holder of the
Preferred Security Certificate or the transferee of the holder of such
Preferred Security Certificate as the case may be, with an aggregate
principal amount equal to the aggregate liquidation amount of the
Preferred Security Certificate cancelled will be executed by the
Company and delivered to the Trustee for authentication and delivery
in accordance with the Indenture and this Supplemental Indenture. On
issue of such Notes, Notes with an equivalent aggregate principal
amount that were presented by the Property Trustee to the Trustee will
be deemed to have been cancelled.
SECTION 2.5 INTEREST.
(a) Each Note will bear interest at the rate of % per annum (the
"Coupon Rate") from the original date of issuance until the principal
thereof becomes due and payable, and on any overdue principal and
(to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at the Coupon
Rate, compounded quarterly and payable (subject to the provisions
of Article IV) quarterly in arrears on , , , and of
each year (each, an "Interest Payment Date", commencing on ,
2001), to the person in whose name such Note or any predecessor Note
is registered, at the close of business on the Regular Record Date
for such interest installment, which shall be the close of business
on the Business
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Day next preceding that Interest Payment Date. If pursuant to the
provisions of Section 2.11(c) of the Indenture the Notes are no
longer represented by a Depository Note, the Company may select a
Regular Record Date for such interest installment which shall be any
date at least fifteen days before an Interest Payment Date.
(b) The amount of interest payable for any period will be computed (i) for
any full 90-day quarterly interest payment period, on the basis of a
360-day year of twelve 30-day months and (ii) for any period shorter
than a full 90-day quarterly interest payment period for which
interest payments are computed, on the basis of a 30-day month, and
for periods of less than a month, the actual number of days elapsed
per 30-day month. 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) If at any time while the Property Trustee is the Holder of any Notes,
the Trust or the Property Trustee is required to pay any taxes,
duties, assessments or governmental charges of whatever nature (other
than withholding taxes) imposed by the United States, or any other
taxing authority, then, in any case, the Company will pay as
additional interest ("Additional Interest") on the Notes held by the
Property Trustee, such additional amounts as shall be required so that
the net amounts received and retained by the Trust and the Property
Trustee after paying such taxes, duties assessments or other
governmental charges will be equal to the amounts the Trust and the
property Trustee would have received had no such taxes, duties,
assessments or other government charges been imposed.
ARTICLE III
REDEMPTION OF THE NOTES AND
ACCELERATION OF MATURITY
SECTION 3.1 TAX EVENT REDEMPTION.
If a Tax Event has occurred and is continuing and:
(a) the Company has received a Redemption Tax Opinion; or
(b) after receiving a Dissolution Tax Opinion, the Regular Trustees shall
have been informed by tax counsel rendering the Dissolution Tax
Opinion that a No Recognition Opinion cannot be delivered to the
Trust,
then, notwithstanding Section 3.2, the Company shall have the right upon not
less than 30 days nor more than 60 days notice to the registered Holders of the
Notes to redeem the Notes in whole or in part for cash, at the redemption price
set forth below, within 90 days following the occurrence of such Tax Event (the
"90 Day Period"), provided that, if at the time there is available to the
Company the opportunity to eliminate within the 90 Day Period, the Tax Event by
taking some ministerial action ("Ministerial Action"), such as filing a form or
making an election, or pursuing some other similar reasonable measure which has
no adverse effect on the Company, the Trust or the Holders of the Trust
Securities issued by the Trust, the Company shall pursue such Ministerial Action
in lieu of redemption; and provided, further, that the Company shall have no
right to redeem the Notes while the Trust is pursuing any Ministerial Action
pursuant to its obligations under the Declaration.
The Redemption Price shall be equal to 100% of the principal amount to be
redeemed plus any accrued and unpaid interest thereon to the date of such
redemption (The "Redemption Price").
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SECTION 3.2 OPTIONAL REDEMPTION BY COMPANY.
(a) Subject to the provisions of Article III of the Indenture and to
Section 3.2(b) hereof, the Company shall have the right to redeem the
Notes, in whole or in part, from time to time, on or after ,
, at the Redemption Price. Any redemption pursuant to this
paragraph will be made upon not less than 30 nor more than 60 days'
notice to the registered Holder of the Notes, at the Redemption
Price. If the Notes are only partially redeemed pursuant to this
Section 3.2, the Notes will be redeemed pro rata or by lot or by any
other method utilized by the Trustee; provided, that if at the time
of redemption, the Notes are registered as a Depository Note, the
Depository shall determine by lot the principal amount of such Notes
held by each Holder to be redeemed.
(b) If a partial redemption of the Notes would result in the delisting of
the Preferred Securities issued by the Trust from any national
securities exchange or other organization on which the Preferred
Securities are then listed, the Company shall not be permitted to
effect such partial redemption and may only redeem the Notes in whole.
SECTION 3.3 NO SINKING FUND.
The Notes are not entitled to the benefit of any sinking fund.
SECTION 3.4 CONDITIONAL RIGHT TO ADVANCE MATURITY.
If a Tax Event has occurred and is continuing the Company shall have the
right, prior to dissolution of the Trust, to advance the Maturity Date of the
Notes to the minimum extent required in order to allow the Company to deduct
the interest payments on the Notes for United States federal income tax
purposes; provided, however, the resulting Maturity Date shall not be less
than 15 years from the original issuance of the Notes or earlier than
, 2016. The Company may elect to advance the Maturity Date only if it
has received an opinion of nationally recognized independent tax counsel to
the Company experienced in such matters (which opinion may rely on published
revenue rulings of the Internal Revenue Service), to the effect that (i)
after the Maturity Date has been advanced, interest paid on the Notes will be
deductible by the Company for United States federal income tax purposes and
(ii) advancing the Maturity Date will not result in a taxable event to
holders of the Preferred Securities.
SECTION 3.5 NOTICE OF ADVANCEMENT OF MATURITY DATE.
If the Company elects to advance the Maturity Date of the Notes pursuant to
Section 3.4, the Company shall give written notice of such election to the
Trustee, the Regular Trustees and the Property Trustee, and the Trustee shall
give notice to the holders of the Preferred Securities not less than 30 and not
more than 60 days prior to the effective date of such election.
ARTICLE IV
EXTENSION OF INTEREST PAYMENT PERIOD
SECTION 4.1 EXTENSION OF INTEREST PAYMENT PERIOD.
The Company shall have the right, at any time during the term of the Notes,
from time to time to defer the payment of interest by extending the interest
payment period of such Notes for up to 20 consecutive quarters (the "Extended
Interest Payment Period"), provided that no Extended Interest Payment Period may
extend beyond the Maturity Date of the Notes. To the extent permitted by
applicable law, interest, the payment of which has been deferred because of the
extension of the interest payment period pursuant to this Section 4.1, will bear
interest thereon at the Coupon Rate, compounded quarterly, for each quarter of
the Extended Interest Payment Period ("Compounded Interest"). At the end of the
Extended Interest Payment Period the Company shall pay all interest accrued and
unpaid on the Notes including any Additional Interest and Compounded Interest
("Deferred Interest") which shall be payable to the Holders of the Notes in
whose names the Notes are registered in the Note Register on the first record
date after the end of the Extended Interest Payment Period. Before the
termination of any Extended Interest Payment Period, the Company may further
extend such period, provided that such period together with all such further
extensions thereof shall not exceed 20 consecutive quarters and provided further
that no Extended Interest Payment Period may extend beyond the Maturity Date of
the Notes. Upon the termination of any Extended Interest Payment Period and upon
the payment of all Deferred Interest then due, the Company may select a new
Extended Interest Payment Period, subject to the
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foregoing requirements. No interest shall be due and payable during an Extended
Interest Payment Period, except at the end thereof.
SECTION 4.2 NOTICE OF EXTENSION.
(a) If the Property Trustee is the only registered Holder of the Notes at
the time the Company selects an Extended Interest Payment Period, the
Company shall give written notice to both the Regular Trustees and the
Property Trustee of its selection of such Extended Interest Payment
Period one Business Day before the earlier of (i) the next succeeding
date on which Distributions on the Trust Securities issued by the
Trust are payable, or (ii) the date the Trust is required to give
notice of the record date or the date such Distributions are payable
to the New York Stock Exchange or other applicable self-regulatory
organization or to holders of the Preferred Securities issued by the
Trust, but in any event at least one Business Day before such record
date.
(b) If the Property Trustee is not the only Holder of the Notes at the
time the Company selects an Extended Interest Payment Period, the
Company shall give the Holders of the Notes written notice of its
selection of such Extended Interest Payment Period 10 Business Days
before the earlier of (i) the next succeeding Interest Payment Date,
or (ii) the date the Company is required to give notice of the record
or payment date of such interest payment to the New York Stock
Exchange or other applicable self-regulatory organization or to
Holders of the Notes, but in any event at least two Business Days
before such record date.
(c) The quarter in which any notice is given pursuant to paragraphs (a) or
(b) of this Section 4.2 shall be counted as one of the 20 quarters
permitted in the maximum Extended Interest Payment Period permitted
under Section 4.1.
ARTICLE V
EXPENSES AND GUARANTEE
SECTION 5.1 PAYMENT OF EXPENSES.
In connection with the offering, sale and issuance of the Notes to the
Property Trustee in connection with the sale of the Trust Securities by the
Trust, the Company shall:
(a) pay for all costs and expenses relating to the offering, sale and
issuance of the Notes, including commissions to the underwriters
payable pursuant to the Underwriting Agreement and the Pricing
Agreement and compensation of the Trustee under the Indenture in
accordance with the provisions of Section 8.07 of the Indenture;
(b) pay for all costs and expenses of the Trust (including, but not
limited to, costs and expenses relating to the organization of the
Trust, the offering, sale and issuance of the Trust Securities
(including commissions to the underwriters in connection therewith),
the fees and expenses of the Property Trustee and the Delaware
Trustee, the costs and expenses relating to the operation of the
Trust, including without limitation, costs and expenses of
accountants, attorneys, statistical or bookkeeping services, expenses
for printing and engraving and computing or accounting equipment,
paying agent(s), registrar(s), transfer agent(s), travel expenses and
costs and expenses incurred in connection with the acquisition,
financing, and disposition of Trust assets); and
(c) pay any and all taxes (other than United States withholding taxes
attributable to the Trust or its assets) and all liabilities, costs
and expenses with respect to such taxes of the Trust.
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ARTICLE VI
SUBORDINATION
SECTION 6.1 AGREEMENT TO SUBORDINATE.
The Company covenants and agrees, and each Holder of Notes issued hereunder
by such Holder's acceptance thereof likewise covenants and agrees, that all
Notes shall be issued subject to the provisions of this Article VI; and each
Holder of a Note, whether upon original issue or upon transfer or assignment
thereof, accepts and agrees to be bound by such provisions.
The payment by the Company of the principal of, (premium, if any) and
interest on all Notes issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and junior in right of payment to the
prior payment in full of all Senior Indebtedness of the Company, whether
outstanding at the date of this Indenture or thereafter incurred.
No provision of this Article VI shall prevent the occurrence of any default
or Event of Default hereunder.
SECTION 6.2 DEFAULT ON SENIOR INDEBTEDNESS.
In the event and during the continuation of any default by the Company in
the payment of principal, premium, interest or any other payment due on any
Senior Indebtedness of the Company, or in the event that the maturity of any
Senior Indebtedness of the Company, has been accelerated because of a default,
then, in either case, no payment shall be made by the Company with respect to
the principal (including redemption payments) of, or premium, if any, or
interest on the Notes including payment with respect to any obligation due under
the Preferred Securities Guarantee.
In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any Holder when such payment is prohibited by the
preceding paragraph of this Section 6.2, such payment shall be held in trust for
the benefit of, and shall be paid over or delivered to, the holders of such
Senior Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear, but only to the
extent that the holders of such Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee within 90 days of such payment
of the amounts then due and owing on such Senior Indebtedness and only the
amounts specified in such notice to the Trustee shall be paid to the holders of
such Senior Indebtedness.
SECTION 6.3 LIQUIDATION; DISSOLUTION; BANKRUPTCY.
Upon any payment by the Company, or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding-up or liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Indebtedness
of the Company, shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made by the Company,
as the case may be, on account of the principal (and premium, if any) or
interest on the Notes; and upon any such dissolution or winding-up or
liquidation or reorganization any payment by the Company, or distribution of
assets of the Company of any kind or character, whether in cash, property or
securities, to which the Holders of the Notes or the Trustee would be entitled
to receive from the Company, except for the provisions of this Article VI, shall
be paid by the Company, or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other Person making such payment or distribution, or by the
Holders of the Notes or by the Trustee under this Indenture if received by them
or it, directly to the holders of Senior Indebtedness of the Company, (pro rata
to the holders of the respective amounts of Senior Indebtedness, as calculated
by the Company) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such
Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay such Senior Indebtedness in full, in
money or money's worth, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness before any
payment or distribution is made to the Holders of Notes or to the Trustee.
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In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee or the Holders of the Notes before all Senior Indebtedness of the
Company is paid in full, or provision is made for such payment in money in
accordance with its terms, such payment or distribution shall be held in trust
for the benefit of and shall be paid over or delivered to the holders of such
Senior Indebtedness or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, as calculated by the Company, for application to the
payment of all Senior Indebtedness of the Company, as the case may be, remaining
unpaid to the extent necessary to pay such Senior Indebtedness in full in
accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness.
For purposes of this Article VI, the words "cash, property or securities"
shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article VI with respect to
the Notes to the payment of all Senior Indebtedness of the Company that may at
the time be outstanding, provided that (i) such Senior Indebtedness is assumed
by the new corporation, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of such Senior Indebtedness are
not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article X of the Indenture shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 6.3 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article X
of the Indenture. Nothing in Section 6.2 or in this Section 6.3 shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 8.07 of the
Indenture.
SECTION 6.4 SUBORDINATION.
Subject to the payment in full of all Senior Indebtedness of the Company,
the rights of the Holders of the Notes shall be subrogated to the rights of the
holders of such Senior Indebtedness to receive payments or distributions of
cash, property or securities of the Company applicable to such Senior
Indebtedness until the principal of (and premium, if any) and interest on the
Notes shall be paid in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of such Senior Indebtedness of any
cash, property or securities to which the Holders of the Notes or the Trustee
would be entitled except for the provisions of this Article VI, and no payment
over pursuant to the provisions of this Article VI, to or for the benefit of the
holders of such Senior Indebtedness by Holders of the Notes or the Trustee,
shall, as between the Company, its creditors other than holders of Senior
Indebtedness of the Company, and the Holders of the Notes, be deemed to be a
payment by the Company to or on account of such Senior Indebtedness. It is
understood that the provisions of this Article VI are and are intended solely
for the purposes of defining the relative rights of the Holders of the Notes, on
the one hand, and the holders of Senior Indebtedness of the Company on the other
hand. Nothing contained in this Article VI or elsewhere in this Indenture or in
the Notes is intended to or shall impair, as between the Company, its creditors
other than the holders of Senior Indebtedness of the Company, and the Holders of
the Notes the obligation of the Company which is absolute and unconditional, to
pay to the Holders of the Notes the principal of (and premium, if any) and
interest on the Notes as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the Holders of the Notes and creditors of the Company other than the
holders of Senior Indebtedness of the Company, nor shall anything herein or
therein prevent the Trustee or the Holder of any Note from exercising all
remedies otherwise permitted by applicable law upon default under the Indenture,
subject to the rights, if any, under this Article VI of the holders of such
Senior Indebtedness in respect of cash, property or securities of the Company
received upon the exercise of any such remedy.
Upon any payment or distribution of assets of the Company referred to in
this Article VI, the Trustee, subject to the provisions of Section 8.01 of the
Indenture, and the Holders of the Notes, shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of the Notes, for the purposes of ascertaining the
Persons entitled to
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participate in such distribution, the holders of Senior Indebtedness of the
Company the amount thereof or payable thereon, the amount facts pertinent
thereto or to this Article VI.
SECTION 6.5 TRUSTEE TO EFFECTUATE SUBORDINATION.
Each Holder of Notes by such Holder's acceptance thereof authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article VI and appoints the Trustee such Holder's attorney-in-fact for any and
all such purposes.
SECTION 6.6 NOTICE BY THE COMPANY.
The Company shall give prompt written notice to a Responsible Officer of
the Trustee of any fact known to the Company that would prohibit the making of
any payment of monies to or by the Trustee in respect of the Notes pursuant to
the provisions of this Article VI. Notwithstanding the provisions of this
Article VI or any other provision of the Indenture and this Supplemental
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment of monies to or by the
Trustee in respect of the Notes pursuant to the provisions of this Article VI,
unless and until a Responsible Officer of the Trustee shall have received
written notice thereof at the Corporate Trust Office of the Trustee from the
Company or a holder or holders of Senior Indebtedness or from any trustee
therefor; and before the receipt of any such written notice, the Trustee,
subject to the provisions of Section 8.01 of the Indenture, shall be entitled in
all respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section 6.6 at
least two Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of (or premium, if any) or interest on any Note), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purposes for which they were received, and shall not be affected by any notice
to the contrary that may be received by it within two Business Days prior to
such date.
The Trustee, subject to the provisions of Section 8.01 of the Indenture,
shall be entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness of the Company (or a
trustee on behalf of such holder) to establish that such notice has been given
by a holder of such Senior indebtedness or a trustee on behalf of any such
holder or holders. In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of such Senior Indebtedness to participate in any payment or distribution
pursuant to this Article VI, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of such
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article VI, and if such
evidence is not furnished the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.
9
SECTION 6.7 RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.
The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article VI in respect of any Senior Indebtedness at any time
held by it, to the same extent as any other holder of Senior Indebtedness, and
nothing in this Indenture shall deprive the Trustee of any of its rights as such
holder.
With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article VI, and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of such Senior Indebtedness and,
subject to the provisions of Section 8.01 of the Indenture, the Trustee shall
not be liable to any holder of such Senior Indebtedness if it shall pay over or
deliver to Holders of Notes, the Company, or any other Person money or assets to
which any holder of such Senior Indebtedness shall be entitled by virtue of this
Article VI or otherwise.
SECTION 6.8 SUBORDINATION MAY NOT BE IMPAIRED.
No right of any present or future holder of any Senior Indebtedness of the
Company to enforce subordination as herein provided shall at any time in any way
be prejudiced or impaired by any act or failure to act on the part of the
Company, or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by the Company with the terms, provisions and covenants of
this Indenture, regardless of any knowledge thereof that any such holder may
have or otherwise be charged with.
Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness of the Company, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Notes may, without incurring responsibility to the Holders of the Notes and
without impairing or releasing the subordination provided in this Article VI or
the obligations hereunder of the Holders of the Notes to the holders of such
Senior Indebtedness, do any one or more the following: (i) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
such Senior Indebtedness, or otherwise amend or supplement in any manner such
Senior Indebtedness or any instrument evidencing the same or any agreement under
which such Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing such
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of such Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company, and any other Person.
ARTICLE VII
COVENANTS
SECTION 7.1 LISTING ON EXCHANGES.
If the Notes are to be issued as a Depository Note in connection with the
distribution of the Notes to the holders of the Preferred Securities issued by
the Trust upon a Dissolution Event, the Company will use its best efforts to
list such Notes on the New York Stock Exchange or on such other exchange as the
Preferred Securities are then listed.
SECTION 7.2 LIMITATION ON DIVIDENDS; TRANSACTIONS WITH AFFILIATES.
(a) If (i) there shall have occurred any event that would constitute an
Event of Default or (ii) the Company shall be in default with respect to its
payment of any obligations under the Preferred Securities Guarantee relating to
the Trust, then (a) the Company shall not declare or pay any dividend on, make
any distributions with respect to, or redeem, purchase or make a liquidation
payment with respect to, any of its capital stock (other than (i) repurchases,
redemptions or other acquisitions of shares of capital stock of the Company in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of employees, officers, directors or
consultants, (ii) as a result of an exchange or conversion of any class or
series of the Company's capital stock for any other class or series of the
Company's capital stock, or (iii) the purchase of fractional interests in shares
of the Company's capital stock pursuant to the conversion or exchange provisions
of such capital stock or the
10
security being converted or exchanged), and (b) the Company shall not make any
payment of interest, principal or premium, if any, on or repay, repurchase or
redeem any debt securities issued by the Company which rank pari passu with or
junior to the Notes. However, nothing herein will limit the Company's ability to
pay stock dividends where the dividend stock is the same stock as that on which
the dividend is being paid.
(b) If the Company shall have given notice of its election to defer
payments of interest on the Notes by extending the interest payment period as
provided in Article IV of this Supplemental Indenture and such period, or any
extension thereof, shall be continuing, then (i) the Company shall not declare
or pay any dividend on, make any distributions with respect to, or redeem,
purchase or make a liquidation payment with respect to, any of its capital stock
(other than (x) repurchases, redemptions or other acquisitions of shares of
capital stock of the Company in connection with any employment contract, benefit
plan or other similar arrangement with or for the benefit of employees,
officers, directors or consultants, (y) as a result of an exchange or conversion
of any class or series of the Company's capital stock for any other class or
series of the Company's capital stock, or (z) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged), and (ii) the Company shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem any debt
securities issued by the Company which rank pari passu with or junior to the
Notes. However, nothing herein will limit the Company's ability to pay stock
dividends where the dividend stock is the same stock as that on which the
dividend is being paid.
SECTION 7.3 COVENANTS AS TO THE TRUST.
For so long as such Trust Securities remain outstanding, the Company will
(i) maintain 100% direct or indirect ownership of the Common Securities of the
Trust; provided, however, that any permitted successor of the Company under the
Indenture may succeed to the Company's ownership of the Common Securities, (ii)
use its reasonable efforts to cause the Trust (a) to remain a statutory business
trust, except in connection with the distribution of Notes to the holders of
Trust Securities in liquidation of the Trust, the redemption of all of the Trust
Securities of the Trust, or certain mergers, consolidations or amalgamations,
each as permitted by the Declaration of the Trust, and (b) to otherwise continue
to be classified as a grantor trust for United States federal income tax
purposes.
ARTICLE VIII
FORM OF NOTE
SECTION 8.1 FORM OF NOTE.
The Notes, and the Trustee's Certificate of Authentication to be endorsed
thereon are to be substantially in the following forms:
(FORM OF FACE OF NOTE)
[IF THE NOTE IS TO BE A Depository Note, INSERT - This Note is a Depository
Note within the meaning of the Indenture hereinafter referred to and is
registered in the name of a Depository or a nominee of a 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.
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.]
11
No. $
CUSIP No.
HOUSEHOLD INTERNATIONAL, INC.
% JUNIOR SUBORDINATED DEFERRABLE INTEREST NOTE DUE ,
Household International, Inc., 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 _________________
__________________________________ or registered assigns, the principal sum
of $__________ Dollars on , 20 , and to pay interest on said
principal sum from , 200 or from the most recent interest payment date (each
such date, an "Interest Payment Date") to which interest has been paid or
duly provided for, quarterly (subject to deferral as set forth herein) in
arrears on , , , and of each year commencing
, 200 , at the rate of % per annum until the principal hereof shall
have become due and payable, and on any overdue principal and premium, if
any, and (without duplication and to the extent that payment of such interest
is enforceable under applicable law) on any overdue installment of interest
at the same rate per annum, compounded quarterly. The amount of interest
payable on any Interest Payment Date shall be computed (i) for any full
90-day quarterly interest payment period, on the basis of a 360-day year of
twelve 30-day months and (ii) for any period shorter than a full 90-day
quarterly interest payment period for which interest payments are computed,
on the basis of a 30-day month, and for periods of less than a month, the
actual number of days elapsed per 30-day month. 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 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. 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 (or one or more
Predecessor Notes, as defined in said Indenture) is registered at the close
of business on the Regular Record Date for such interest installment [which
shall be the close of business on the day preceding such Interest Payment
Date]. [IF PURSUANT TO THE PROVISIONS OF SECTION 2.11(c) OF THE INDENTURE THE
NOTES ARE NO LONGER REPRESENTED BY A Depository Note -- which shall be the
close of business on the fifteenth day 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 (or one or
more Predecessor Notes) 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
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 premium, if any) and the
interest on this Note shall be payable at the office or agency of the Trustee
maintained for that purpose in any coin or currency of the United States of
America which 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. Notwithstanding the foregoing,
so long as the Holder of this Note is the Property Trustee, the payment of
the principal of (and premium, if any) and interest on this Note will be made
at such place and to such account as may be designated by the Property
Trustee.
The indebtedness evidenced by this Note is, to the extent provided in the
Indenture, subordinate and junior in right of payment to the prior payment in
full of all Senior Indebtedness, and this Note is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
so provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such Holder upon
said provisions.
12
This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.
Unless the Certificate of Authentication hereon has been executed by the
Trustee referred to on the reverse side hereof, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
The provisions of this Note are continued on the reverse side hereof and
such continued provisions shall for all purposes have the same effect as though
fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed.
Dated
--------------------------------------------------------------------
HOUSEHOLD INTERNATIONAL, INC.
By
-----------------------------------------------------------------------
Attest:
By
-----------------------------------------------------------------------
Assistant Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series of Notes described in the
within-mentioned Indenture.
BANK ONE, NATIONAL ASSOCIATION
---------------------------------- --------------------------------
as Trustee or as Authentication Agent
By By
------------------------------- -----------------------------
Authorized Signatory Authorized Signatory
(FORM OF REVERSE OF NOTE)
This Note is one of a duly authorized series of Notes of the Company
(herein sometimes referred to as the "Notes"), specified in the Indenture,
all issued or to be issued in one or more series under and pursuant to an
Indenture dated as of May 15, 1995 duly executed and delivered between the
Company and Bank One, National Association (formerly known as The First
National Bank of Chicago), a national banking association, as Trustee (the
"Trustee"), as supplemented by the
Sixth Supplemental Indenture dated as of
, 2001 between the Company and the Trustee (the Indenture as so
supplemented, 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 Notes. By the terms of the
Indenture, the Notes are issuable in series which may vary as to amount, date
of maturity, rate of interest and in other respects as in the Indenture
provided. This series of Notes is limited in aggregate principal amount as
specified in said
Sixth Supplemental Indenture.
13
In the event of the occurrence and continuation of a Tax Event, in
certain circumstances this Note may become due and payable at the redemption
price set forth below (the "Redemption Price"). The Redemption Price shall be
paid prior to 12:00 noon, New York time, on the date of such redemption or at
such earlier time as the Company determines. The Redemption Price shall be
equal to 100% of the principal amount plus any accrued but unpaid interest
thereon to the date of such redemption. In addition, the Company shall have
the right to redeem this Note at the option of the Company, without premium
or penalty, in whole or in part at any time on or after , 200 , at
the Redemption Price (an "Optional Redemption"). Any redemption pursuant to
this paragraph will be made upon not less than 30 nor more than 60 days'
notice, at the Redemption Price. If the Notes are only partially redeemed by
the Company pursuant to an Optional Redemption, the Notes will be redeemed
pro rata or by lot or by any other method utilized by the Trustee; provided
that if, at the time of redemption, the Notes are registered as a Depository
Note, the Depository shall determine by lot the principal amount of such
Notes held by each Holder to be redeemed.
In the event of redemption of this Note in part only, a new Note or Notes
of this series for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof. In the event of the occurrence
and continuation of a Tax Event, in certain circumstances the Company may elect
to advance the Maturity Date of this Note to the minimum extent required in
order to allow the Company to deduct the interest payments on the Notes for
United States federal income tax purposes. However, the Maturity Date will not
be advanced to a date less than 15 years from the original issuance of the
Notes.
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 contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Notes of each series affected at the time outstanding,
as defined in the Indenture, to execute supplemental indentures for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Holders of the Notes; provided, however, that no
such supplemental indenture shall (i) extend the fixed maturity of any Notes of
any series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any premium payable upon the
redemption thereof, without the consent of the Holder of each Note so affected
or (ii) reduce the aforesaid percentage of Notes, the Holders of which are
required to consent to any such supplemental indenture, without the consent of
the Holders of each Note then outstanding and affected thereby. The Indenture
also contains provisions permitting the Holders of a majority in aggregate
principal amount of the Notes of any series at the time outstanding affected
thereby, on behalf of all of the Holders of the Notes of such series, to waive
any past default in the performance of any of the covenants contained in the
Indenture, or established pursuant to the Indenture with respect to such series,
and its consequences, except a default in the payment of the principal of or
premium, if any, or interest on any of the Notes of such series. Any such
consent or waiver by the registered Holder of this Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and
upon all future Holders and owners of this Note and of any Note issued in
exchange herefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any 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 time and place and at the rate and in the money
herein prescribed.
The Company shall have the right at any time during the term of the Notes
from time to time to extend the interest payment period of such Notes to up to
20 consecutive quarters (an "Extended Interest Payment Period"), at the end of
which period the Company shall pay all interest then accrued and unpaid
(together with interest thereon at the rate specified for the Notes to the
extent that payment of such interest is enforceable under applicable law),
provided that no Extended Interest Payment Period may extend beyond the Maturity
Date of the Notes. Before the termination of any such Extended Interest Payment
Period, the Company may further extend such Extended Interest Payment Period,
provided that such Extended Interest Payment Period together with all such
further extensions thereof shall not exceed 20 consecutive quarters and provided
further that no Extended
14
Interest Payment Period may extend beyond the Maturity Date of the Notes. At the
termination of any such Extended Interest Payment Period and upon the payment of
all accrued and unpaid interest and any additional amounts then due, the Company
may select a new Extended Interest Payment Period.
As provided in the Indenture and subject to certain limitations therein set
forth, this Note is transferable by the registered Holder hereof on the Note
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in Chicago,
Illinois accompanied
by written instrument or instruments of transfer in form satisfactory to the
Company or the Trustee duly executed by the registered 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. No service charge
will be made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.
Prior to due presentment for registration of transfer of this Note, the
Company, the Trustee, any paying agent and any Note Registrar may deem and treat
the registered Holder hereof as the absolute owner hereof (whether or not this
Note shall be overdue and notwithstanding any notice of ownership or writing
hereon made by anyone other than the Note Registrar) for the purpose of
receiving payment of or on account of the principal hereof and premium, if any,
and interest due hereon and for all other purposes, and neither the Company nor
the Trustee nor any paying agent nor any Note Registrar shall be affected by any
notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly waived and
released.
The notes of this series are issuable only in registered form without
coupons in denominations of $25 and any integral multiple thereof. This
Depository Note is exchangeable for Notes in definitive form only under certain
limited circumstances set forth in the Indenture. Notes of this series so issued
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 herein and 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.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
ARTICLE IX
ADDITIONAL EVENT OF DEFAULT; MODIFICATION AND WAIVER
SECTION 9.1 ADDITIONAL EVENT OF DEFAULT.
"Event of Default", wherever used in the Indenture or this Supplemental
Indenture with respect to the Notes, in addition to the Events of Default set
forth in Section 7.01 of the Indenture shall include the following event:
the Trust shall have voluntarily or involuntarily dissolved, wound-up its
business or otherwise terminated its existence except in connection with
(i) the distribution of Notes to Holders of Trust Securities in liquidation
of their interests in the Trust, (ii) the redemption of all of the
outstanding Trust Securities of the Trust or (iii) certain mergers,
consolidations or amalgamations, each as permitted by the Declaration of
the Trust.
15
SECTION 9.2 MODIFICATION AND WAIVER.
The covenant set forth in Section 7.2 of this Supplemental Indenture
shall not be modified or waived without the consent of the Holders of each Note
affected thereby.
ARTICLE X
ORIGINAL ISSUE OF NOTES
SECTION 10.1 ORIGINAL ISSUE OF NOTES.
Notes in the aggregate principal amount of $ may, upon
execution of this Supplemental Indenture, be executed by the Company and
delivered to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Notes to or upon the written order of the
Company, signed by its Chairman, its President, or any Vice President and its
Treasurer or an Assistant Treasurer, without any further action by the
Company.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1 RATIFICATION OF INDENTURE.
The Indenture, as supplemented by this Supplemental Indenture, is in all
respects ratified and confirmed, and this Supplemental Indenture shall be deemed
part of the Indenture in the manner and to the extent herein and therein
provided.
SECTION 11.2 TRUSTEE NOT RESPONSIBLE FOR RECITALS.
The recitals herein contained are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture.
SECTION 11.3 GOVERNING LAW.
This Supplemental Indenture and each Note shall be deemed to be a contract
made under the internal laws of the State of
Illinois, and for all purposes
shall be construed in accordance with the laws of said State.
SECTION 11.4 SEPARABILITY.
In case any one or more of the provisions contained in this Supplemental
Indenture or in the Notes shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Supplemental Indenture or of the
Notes, but Supplemental Indenture and the Notes shall be construed as if such
invalid or illegal or unenforceable provision had never been contained herein or
therein.
SECTION 11.5 COUNTERPARTS.
This Supplemental Indenture may be executed in any number of counterparts
each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, on the date or dates indicated in the
acknowledgments and as of the day and year first above written.
16
HOUSEHOLD INTERNATIONAL, INC.
By
---------------------------------
Attest:
---------------------------------
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By
----------------------------------
Attest:
---------------------------------
17
