EXHIBIT 1(a)
HOUSEHOLD INTERNATIONAL, INC.
Underwriting Agreement
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[Names of Representatives]
[Address]
____________, 199__
Dear Sirs:
From time to time Household International, Inc., a Delaware
corporation (the "Company"), proposes to enter into one or more Pricing
Agreements (each a "Pricing Agreement" and together the "Pricing Agreements") in
the form of Annex I hereto, with such additions and deletions as the parties
thereto may determine, and, subject to the terms and conditions stated herein
and therein, to issue and sell to the underwriters named in Schedule I to the
applicable Pricing Agreement (with respect to each such Pricing Agreement, the
"Underwriters") certain of its debt securities (the "Debt Securities") and, if
applicable, warrants to purchase Debt Securities (the "Warrants") specified in
Schedule II to such Pricing Agreement (with respect to each such Pricing
Agreement, the "Designated Debt Securities" and the "Designated Warrants").
The terms and rights of any particular issuance of Designated Debt
Securities shall be as specified in the applicable Pricing Agreement and in the
indenture, as it may be supplemented from time to time (the "Indenture"),
identified in such Pricing Agreement. The terms and rights of any particular
issuance of Designated Warrants shall be as specified in the applicable Pricing
Agreement and in the warrant agreement (the "Warrant Agreement") identified in
such Pricing Agreement. Each Pricing Agreement shall constitute an agreement by
the Company and the Underwriters to be bound by all of the provisions of this
Underwriting Agreement.
1. Particular sales of Designated Debt Securities and Designated
Warrants may be made from time to time to the Underwriters of such Debt
Securities and Warrants for whom the firms designated as representatives of the
Underwriters of such Debt Securities and Warrants in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to Underwriters who act without any firm being designated
as their representative. This Underwriting Agreement shall not be construed as
an
obligation of the Company to sell any of the Debt Securities or Warrants or as
an obligation of any of the Underwriters to purchase any of the Debt Securities
or Warrants. The obligation of the Company to issue and sell any of the Debt
Securities or Warrants shall be evidenced by the Pricing Agreement with respect
to the Designated Debt Securities and Designated Warrants specified therein.
Each Pricing Agreement shall specify the aggregate principal amount of such
Designated Debt Securities and the number of Designated Warrants, the public
offering price of such Designated Debt Securities, the purchase price to the
Underwriters of such Designated Debt Securities, the names of the Underwriters
of such Designated Debt Securities, the names of the Representatives of such
Underwriters and the principal amount of such Designated Debt Securities and the
number of Designated Warrants to be purchased by each Underwriter, whether any
of such Designated Debt Securities and Designated Warrants are to be purchased
from the Company pursuant to delayed delivery contracts on terms to be specified
in the Pricing Agreement and such contracts ("Delayed Delivery Contracts") and
shall set forth the date, time and manner of delivery of such Designated Debt
Securities and Designated Warrants and payment for such Designated Debt
Securities and Designated Warrants. The Pricing Agreement shall also specify
(to the extent not set forth in the registration statement and prospectus with
respect thereto) the terms of such Designated Debt Securities and Designated
Warrants. A Pricing Agreement shall be in the form of an executed writing
(which may be in counterparts), and may be evidenced by an exchange of
telegraphic communications or any other rapid transmission device designed to
produce a written record of communications transmitted. The obligations of the
Underwriters under this Agreement and each Pricing Agreement shall be several
and not joint.
2. The Company represents and warrants to, and agrees with, each of
the Underwriters that:
(a) A registration statement (Registration No. 333-______) in respect
of the Debt Securities and the Warrants has been filed with the Securities
and Exchange Commission (the "Commission") in the form heretofore delivered
or to be delivered to the Representatives and, excluding exhibits to such
registration statement, but including all documents incorporated by
reference therein, to the Representatives for each of the other
Underwriters and such registration statement in such form has been declared
effective by the Commission and no stop order suspending the effectiveness
of such registration statement has been issued and no proceeding for that
purpose has been initiated or threatened by the
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Commission (any preliminary prospectus included in such registration
statement being hereinafter called a "Preliminary Prospectus"; such
registration statement, including all exhibits thereto but excluding each
Form T-1, as amended at the time such registration statement or any part
thereof became effective, being hereinafter called the "Registration
Statement"; the prospectus included in the Registration Statement, in the
form in which it has most recently been filed with, or transmitted for
filing to, the Commission pursuant to Rule 424 of Regulation C on or prior
to the date of this Agreement being hereinafter called the "Prospectus");
any reference herein to any Preliminary Prospectus or the Prospectus shall
be deemed to refer to and include the documents, if any, incorporated by
reference therein pursuant to the applicable form under the Securities Act
of 1933, as amended (the "Act"), as of the date of such Preliminary
Prospectus or Prospectus, as the case may be; any reference to any
amendment or supplement to any Preliminary Prospectus or the Prospectus
shall be deemed to refer to and include any documents filed after the date
of such Preliminary Prospectus or Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and so
incorporated by reference; and any reference to the Prospectus as amended
or supplemented shall be deemed to refer to the Prospectus as amended or
supplemented in relation to the applicable Designated Debt Securities and
Designated Warrants in the form in which it is filed with the Commission
pursuant to Rule 424 under the Act in accordance with Section 5(a) hereof
including any documents incorporated by reference therein as of the date of
such filing or transmission;
(b) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; and any further documents so filed and incorporated by
reference in the Prospectus and in the Prospectus as amended or
supplemented, when they become effective or are filed with the Commission,
as the case may be, will conform in all material respects to the
requirements of the Act
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or the Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter of
Designated Debt Securities and Designated Warrants through the
Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Debt Securities and Warrants;
(c) The Registration Statement and the Prospectus conform, and any
amendments or supplements thereto will conform, in all material respects to
the requirements of the Act and the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), and the rules and regulations of the
Commission thereunder; the Registration Statement and any amendment thereof
(including the filing of any annual report on Form 10-K) at the time it
became effective, did not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and the Prospectus, at the time
the Registration Statement became effective did not, as of the date hereof
does not and as of the Time of Delivery (as hereinafter defined) will not,
contain an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter of
Designated Debt Securities and Designated Warrants through the
Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Debt Securities and Warrants;
(d) The financial statements included or incorporated by reference in
the Registration Statement present fairly the financial position of the
Company and subsidiaries as of the dates indicated and the results of
operations and changes in financial position for the periods specified; and
said financial
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statements have been prepared in conformity with generally accepted
accounting principles applied on a basis which is consistent in all
material respects during the periods involved;
(e) Since the date of the latest audited financial statements in the
Prospectus there has not been any material change in the capital stock or
long-term debt of the Company (except for changes resulting from the
purchase by the Company of its outstanding securities for sinking fund
purposes) or any material adverse change in the general affairs or
management or the consolidated financial position, shareholders' equity or
results of operations of the Company and its subsidiaries, taken as a
whole, otherwise than as set forth or contemplated in the Prospectus;
(f) The Company and its significant subsidiaries, within the meaning
of Rule 1-02 of Regulation S-X under the Act (the "Significant
Subsidiaries") are validly organized and existing corporations under the
laws of their respective jurisdictions of incorporation; and the Company
and its Significant Subsidiaries are duly authorized to conduct in the
various jurisdictions in which they do business the respective businesses
therein conducted by them as described in the Prospectus, except where
failure to be so authorized or permitted will not have a material adverse
effect on the business or consolidated financial condition of the Company
and its subsidiaries taken as a whole;
(g) There are no legal or governmental proceedings pending, other
than those referred to in the Prospectus, to which the Company or any of
its subsidiaries is a party or of which any property of the Company or any
of its subsidiaries is the subject, other than proceedings which are not
reasonably expected, individually or in the aggregate, to have a material
adverse effect on the consolidated financial position, shareholders' equity
or results of operations of the Company and its subsidiaries taken as a
whole; and, to the best of the Company's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened by
others;
(h) The Debt Securities and the Warrants have been duly authorized,
and, when issued and delivered pursuant to this Agreement, the Pricing
Agreement and any Delayed Delivery Contracts will have been duly
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executed, authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company entitled to the benefits
provided by the Indenture and the Warrant Agreement under which such Debt
Securities and Warrants are to be issued, the Indenture and the Warrant
Agreement to be substantially in the forms filed as exhibits to the
Registration Statement; the Indenture has been duly authorized and, when
executed and delivered by the Company and the Trustee thereunder, the
Indenture and the Warrant Agreement will constitute valid and legally
binding instruments enforceable in accordance with their respective terms
except as enforceability may be limited by bankruptcy, insolvency,
reorganization or other laws relating to or affecting the enforcement of
creditors' rights or by general principles of equity; and the Debt
Securities, the Warrants, the Indenture and the Warrant Agreement conform
to the descriptions thereof in the Prospectus as originally filed with the
Commission, and will conform to the descriptions thereof in the Prospectus
as amended or supplemented;
(i) The issue and sale of the Debt Securities and the Warrants and
compliance by the Company with all of the provisions of the Debt
Securities, the Warrants, the Indenture, the Warrant Agreement, this
Agreement, any Pricing Agreement and any Delayed Delivery Contracts will
not conflict with or result in a breach of any of the terms or provisions
of, or constitute a default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any of the property or assets of
the Company or any of its subsidiaries pursuant to the terms of any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any of its subsidiaries may be bound or to which any
of the property or assets of the Company or any of its subsidiaries is
subject (except for conflicts, breaches and defaults which would not,
individually or in the aggregate, be materially adverse to the Company and
its subsidiaries taken as a whole or materially adverse to the transactions
contemplated by this Agreement), nor will such action result in any
violation of the provisions of the Certificate or Articles of
Incorporation, as amended, or the By-Laws of the Company or any of its
subsidiaries or any statute or any order, rule or regulation applicable to
the Company or any of its subsidiaries of any court or of any Federal,
State or other regulatory authority or other
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governmental body having jurisdiction over the Company or any of its
subsidiaries; and no consent, approval, authorization, order, registration
or qualification of or with any court or any such regulatory authority or
other governmental body is required for the issue and sale of the Debt
Securities and the Warrants or the consummation of the other transactions
contemplated in this Agreement, any Pricing Agreement, or any Delayed
Delivery Contracts except the registration under the Act of the Debt
Securities and the Warrants, the qualification of the Indenture under the
Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under State securities
or Blue Sky laws in connection with the purchase and distribution of the
Debt Securities and the Warrants by the Underwriters; and
(j) Xxxxxx Xxxxxxxx LLP, who have certified certain financial
statements included in the Registration Statement and the Prospectus, are
independent public accountants as required by the Act and the rules and
regulations of the Commission thereunder.
3. Upon the execution of the Pricing Agreement applicable to any
Designated Debt Securities and Designated Warrants and authorization by the
Representatives of the release of such Designated Debt Securities and Designated
Warrants, the several Underwriters propose to offer such Designated Debt
Securities and Designated Warrants for sale upon the terms and conditions set
forth in the Prospectus and any amendment or supplement thereto relating to such
Designated Debt Securities and Designated Warrants.
4. Designated Debt Securities and Designated Warrants to be
purchased by each Underwriter pursuant to the Pricing Agreement relating
thereto, in book-entry form, and in such authorized denominations and registered
in the name of the nominee of the Depository Trust Company, shall be delivered
by or on behalf of the Company through the facilities of the Depository Trust
Company to the Representatives for the account of such Underwriter, against
payment by such Underwriter or on its behalf of the purchase price therefor by
wire transfer of same-day funds to the Company, all at the place and time and
date specified in such Pricing Agreement or at such other place and time and
date as the Representatives and the Company may agree upon in writing, such time
and date being herein called the "Time of Delivery" for such Designated Debt
Securities and Designated Warrants.
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5. The Company agrees with each of the Underwriters of any
Designated Debt Securities and Designated Warrants:
(a) To make no further amendment or any supplement to the
Registration Statement or Prospectus as amended or supplemented after the
date of the Pricing Agreement relating to such Debt Securities and Warrants
and prior to the Time of Delivery for such Debt Securities and Warrants
which shall be disapproved by the Representatives promptly after reasonable
notice thereof; to advise the Representatives promptly of any such
amendment or supplement after such Time of Delivery and furnish the
Representatives with copies thereof and to file promptly all reports and
any definitive proxy or information statements required to be filed by the
Company with the Commission pursuant to Section 13, 14 or 15(d) of the
Exchange Act for so long as the delivery of a prospectus is required in
connection with the offering or sale of such Debt Securities and Warrants,
and during such same period to advise the Representatives, promptly after
it receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or becomes effective or any
supplement to the Prospectus or any amended Prospectus has been filed or
transmitted for filing, of the issuance by the Commission of any stop order
or of any order preventing or suspending the use of any Prospectus, of the
suspension of the qualification of such Debt Securities and Warrants for
offering or sale in any jurisdiction, of the initiation or threatening of
any proceeding for any such purpose, or of any request by the Commission
for the amending or supplementing of the Registration Statement or
Prospectus or for additional information; and in the event of the issuance
of any such stop order or of any such order preventing or suspending the
use of any Prospectus or suspending any such qualification, to use promptly
its best efforts to obtain its withdrawal;
(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Debt Securities and
Warrants for offering and sale under the securities laws of such
jurisdictions as the Representatives may request and to comply with such
laws so as to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution
of such Debt Securities and Warrants, provided that in connection therewith
the Company shall
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not be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction;
(c) To furnish the Underwriters with copies of the Prospectus as
amended or supplemented in such quantities as the Representatives may from
time to time reasonably request, and, if the delivery of a prospectus is
required at any time in connection with the offering or sale of such Debt
Securities and Warrants and if at such time any event shall have occurred
as a result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made when such Prospectus
is delivered, not misleading, or, if for any other reason it shall be
necessary during such same period to amend or supplement the Prospectus or
to file under the Exchange Act any document incorporated by reference in
the Prospectus in order to comply with the Act, the Exchange Act or the
Trust Indenture Act, to notify the Representatives and upon their request
to file such document and to prepare and furnish without charge to each
Underwriter and to any dealer in securities as many copies as the
Representatives may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such
statement or omission or effect such compliance;
(d) To make generally available to its security holders as soon as
practicable, but in any event not later than ninety days after the close of
the period covered thereby, an earnings statement of the Company and its
subsidiaries (which need not be audited) complying with Section 11(a) of
the Act and covering a period of at least twelve consecutive months
beginning not later than the first day of the fiscal quarter following the
Time of Delivery; and
(e) During the period beginning from the date of the Pricing
Agreement for such Designated Debt Securities and Designated Warrants and
continuing to and including the later of (i) the termination of trading
restrictions on such Designated Debt Securities and Designated Warrants, as
notified to the Company by the Representatives and (ii) the Time of
Delivery for such Designated Debt Securities and Designated Warrants, not
to offer, sell, contract to sell or
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otherwise dispose of any debt securities of the Company (except for Debt
Securities issued upon exercise of warrants) which mature more than nine
months after such Time of Delivery and which are substantially similar to
such Designated Debt Securities, without the prior written consent of the
Representatives, provided, however, that in no event shall the foregoing
period extend more than fifteen calendar days from the date of the Pricing
Agreement.
6. The Company covenants and agrees with the several Underwriters
that the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Debt Securities and the Warrants under
the Act and all other expenses in connection with the preparation, printing and
filing of the Registration Statement, any Preliminary Prospectus and the
Prospectus and amendments and supplements thereto and the mailing and delivering
of copies thereof to the Underwriters and dealers; (ii) the cost of printing or
reproducing this Agreement, any Pricing Agreement, any Delayed Delivery
Contract, any Indenture and supplements thereto, any Warrant Agreement and
amendments thereto, and any Blue Sky Survey and Legal Investment Memorandum;
(iii) all expenses in connection with the qualification of the Debt Securities
and the Warrants for offering and sale under state securities laws as provided
in Section 5(b) hereof, including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky Survey and Legal Investment Memorandum; (iv) any fees charged by
securities rating services for rating the Debt Securities; (v) any filing fees
incident to any required review by the National Association of Securities
Dealers, Inc. of the terms of the sale of the Debt Securities and the Warrants;
(vi) the cost of preparing the Debt Securities and the Warrants; (vii) the fees
and expenses of any Trustee and any agent of any Trustee, the fees and expenses
of any warrant agent, and the fees and disbursements of counsel for any Trustee
or any warrant agent in connection with any Indenture, Warrant Agreement, the
Debt Securities and the Warrants; and (viii) all other costs and expenses
incident to the performance of its obligations hereunder which are not otherwise
specifically provided for in this Section. It is understood, however, that,
except as provided in this Section, Section 8 and Section 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees of
their counsel, transfer taxes on resale of any of the Debt Securities or
Warrants by them, and any advertising expenses connected with any offers they
may make.
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7. The obligations of the Underwriters of any Designated Debt
Securities and any Designated Warrants hereunder shall be subject, in their
discretion, to the condition that all representations and warranties and other
statements of the Company herein are, at and as of the Time of Delivery for such
Designated Debt Securities and Designated Warrants, true and correct, the
condition that the Company shall have performed all of its obligations hereunder
theretofore to be performed, and the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceeding for that purpose shall
have been initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been
complied with to the Representatives' reasonable satisfaction;
(b) Counsel for the Underwriters shall have furnished to the
Representatives such opinion or opinions, dated the Time of Delivery for
such Designated Debt Securities and Designated Warrants, with respect to
the incorporation of the Company, the validity of the Indenture, the
Designated Debt Securities, the Designated Warrants, the Warrant Agreement,
the Registration Statement, the Prospectus as amended or supplemented and
other related matters as the Representatives may reasonably request and
such counsel shall have received such papers and information as they may
reasonably request to enable them to pass upon such matters;
(c) Counsel for the Company shall have furnished to you his written
opinion, dated the Time of Delivery, in form and substance satisfactory to
you, to the effect that:
(i) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware;
(ii) The Significant Subsidiaries of the Company are validly
organized and existing corporations under the laws of their respective
jurisdictions of incorporation; and all of the issued shares of
capital stock of each Significant Subsidiary have been duly and
validly authorized and issued, are fully paid and non-assessable and
(other then
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certain preferred shares issued by Household Finance Corporation and
Household Global Funding, Inc.) are owned directly or indirectly by
the Company, free and clear of all liens, encumbrances, equities or
claims;
(iii) The Company and its Significant Subsidiaries are duly
authorized to conduct in the various jurisdictions in which they do
business the respective businesses therein conducted by them as
described in the Prospectus, except where failure to be so permitted
or failure to be so authorized will not have a material adverse effect
on the business or consolidated financial condition of the Company and
its subsidiaries taken as a whole;
(iv) The Company has an authorized capitalization as set forth
in the Prospectus as amended or supplemented and all of the
outstanding shares of its common and preferred stock have been duly
and validly authorized and issued and are fully paid and
nonassessable;
(v) To the best of such counsel's knowledge, there are no
legal or governmental proceedings pending, other than those referred
to or incorporated in the Prospectus, to which the Company or any of
its subsidiaries is a party or of which any property of the Company or
any of its subsidiaries is the subject which individually or in the
aggregate is material, and, to the best of such counsel's knowledge,
no such proceedings are threatened or contemplated by governmental
authorities or threatened by others;
(vi) This Agreement and the Pricing Agreement with respect to
the Designated Debt Securities and the Designated Warrants have been
duly authorized, executed and delivered by the Company;
(vii) Each Delayed Delivery Contract has been duly authorized,
executed and delivered by the Company and is a valid and
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legally binding agreement of the Company in accordance with its terms;
(viii) The Indenture and the Warrant Agreement have been duly
authorized, executed and delivered by the Company, and constitute
valid and legally binding instruments of the Company enforceable in
accordance with their respective terms except as enforcement of the
provisions thereof may be limited by bankruptcy, insolvency,
reorganization or other laws relating to or affecting the enforcement
of creditors' rights or by general principles of equity; the Indenture
has been duly qualified under the Trust Indenture Act; and all taxes
and fees required to be paid with respect to the execution of the
Indenture and the Warrant Agreement and the issuance of the Designated
Debt Securities and the Designated Warrants have been paid;
(ix) The Designated Debt Securities and the Designated
Warrants have been duly authorized and executed and, when the
Designated Debt Securities and the Designated Warrants have been duly
authenticated, issued and delivered against payment of the agreed
consideration therefor, the Designated Debt Securities and the
Designated Warrants will constitute valid and legally binding
obligations of the Company and, with like exception as noted in
subdivision (viii) above, will be entitled to the benefits provided by
the Indenture and the Warrant Agreement; and the Designated Debt
Securities, the Designated Warrants, the Indenture and the Warrant
Agreement conform to the descriptions thereof in the Prospectus as
amended or supplemented;
(x) The issue and sale of the Designated Debt Securities and
the Designated Warrants, and the compliance of the Company with all of
the provisions of the Designated Debt Securities, the Designated
Warrants, the Indenture, the Warrant Agreement and this Agreement,
will not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, or result
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in the creation or imposition of any lien, charge or encumbrance upon
any of the property or assets of the Company or any of its
subsidiaries pursuant to the terms of, any indenture, mortgage, deed
of trust, loan agreement, or other agreement or instrument, known to
such counsel to which the Company or any of its subsidiaries is a
party or by which the Company or any of its subsidiaries may be bound
or to which any of the property or assets of the Company or any of its
subsidiaries is subject (except for conflicts, breaches and defaults
which would not, individually or in the aggregate, be materially
adverse to the Company and its subsidiaries taken as a whole or
materially adverse to the transactions contemplated by this
Agreement), nor will such action result in any violation of the
provisions of the Certificate or Articles of Incorporation, as
amended, or the By-Laws of the Company or any of its subsidiaries or,
to the best of such counsel's knowledge, any statute or any order,
rule or regulation applicable to the Company or any of its
subsidiaries of any court or of any Federal, State or other regulatory
authority or other governmental body having jurisdiction over the
Company or any of its subsidiaries; and no consent, approval,
authorization, order, registration or qualification of or with any
court or any such regulatory authority or other governmental body is
required for the issue and sale of the Designated Debt Securities and
Designated Warrants or the consummation of the other transactions
contemplated in this Agreement and the Pricing Agreement, except the
registration under the Act of the Designated Debt Securities and the
Designated Warrants, the qualification of the Indenture under the
Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under State
securities or Blue Sky laws in connection with the public offering of
the Designated Debt Securities and the Designated Warrants by the
Underwriters;
(xi) The documents incorporated by reference in the Prospectus
as amended or
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supplemented (other than the financial statements and related
schedules therein, as to which such counsel need express no opinion),
when they became effective or were filed with the Commission, as the
case may be, complied as to form in all material respects with the
requirements of the Act or the Exchange Act, as applicable, and the
rules and regulations of the Commission thereunder; and such counsel
has no reason to believe that any of such documents, when they became
effective or were so filed, as the case may be, contained, in the case
of documents which became effective under the Act, an untrue statement
of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and, in the case of documents which were filed under the
Exchange Act with the Commission, an untrue statement of a material
fact or omitted to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which
they were made when such documents were so filed, not misleading;
(xii) The Registration Statement has become and is now
effective under the Act and, to the best of such counsel's knowledge,
no proceedings for a stop order in respect of the Registration
Statement are pending or threatened under Section 8(d) or 8(e) of the
Act; and
(xiii) The Registration Statement and the Prospectus as amended
or supplemented and any further amendments and supplements thereto
made by the Company prior to the Time of Delivery for the Designated
Debt Securities and the Designated Warrants (other than the financial
statements and related schedules therein, as to which such counsel
need express no opinion) comply as to form in all material respects
with the requirements of the Act and the Trust Indenture Act and the
rules and regulations thereunder; such counsel has no reason to
believe that either the Registration Statement or any amendment
thereof (including the filing of any annual
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report on Form 10-K) at the time it became effective contained an
untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading or that the Prospectus as amended or
supplemented at the time it was filed or transmitted for filing
pursuant to Rule 424 under the Act contained or as amended or
supplemented at the Time of Delivery contains an untrue statement of a
material fact or omitted or omits to state a material fact necessary
in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and such
counsel does not know of any contracts required to be filed with the
Registration Statement which are not so filed;
(d) At the Time of Delivery for the Designated Debt Securities and
the Designated Warrants, the independent accountants of the Company who
have certified the financial statements of the Company and its subsidiaries
included or incorporated by reference in the Registration Statement shall
have furnished to the Representatives a letter, dated such Time of
Delivery, in form and substance satisfactory to the Representatives, to the
effect set forth in the letter furnished to counsel for the Underwriters by
said independent accountants at the time the Registration Statement was
filed under the Act, and as to such other matters as the Representatives
may reasonably request;
(e)(i) The Company and its subsidiaries taken as a whole shall not
have sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus as amended or
supplemented any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or
from any labor dispute or court or governmental action, order or decree and
(ii) since the respective dates as of which information is given in the
Prospectus as amended or supplemented there shall not have been any
material change in the general affairs of management, or the consolidated
financial position, stockholders' equity or results of operations of the
Company and its subsidiaries taken as a whole, otherwise than as set forth
or contemplated in the Prospectus as amended or
-16-
supplemented, the effect of which in any such case described in clause (i)
or (ii) is in the judgment of the Representatives so material and adverse
as to make it impracticable or inadvisable to proceed with the public
offering or the delivery of the Designated Debt Securities and the
Designated Warrants on the terms and in the manner contemplated in the
Prospectus as amended or supplemented;
(f) Subsequent to the date of the Pricing Agreement relating to the
Designated Debt Securities and the Designated Warrants no downgrading shall
have occurred in the rating accorded the Company's senior debt securities
by any "nationally recognized statistical rating organization," as that
term is defined by the Commission for purposes of Rule 436(g) of the Act;
(g) Subsequent to the date of the Pricing Agreement relating to the
Designated Debt Securities and the Designated Warrants there shall not have
occurred any of the following: (i) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange; (ii) a
general moratorium on commercial banking activities in New York declared by
either Federal or New York State authorities; or (iii) the outbreak or
material escalation of hostilities or the declaration of a national
emergency or war, if the effect of any such event specified in this clause
(iii) in the reasonable judgment of the Representatives makes it
impracticable or inadvisable to proceed with the public offering or the
delivery of the Designated Debt Securities and the Designated Warrants on
the terms and in the manner contemplated in the Prospectus as amended or
supplemented; and
(h) The Company shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery for the Designated Debt Securities
and the Designated Warrants certificates of officers of the Company
satisfactory to the Representatives as to the accuracy of the
representations and warranties of the Company herein at and as of such Time
of Delivery (provided that, each representation and warranty which refers
to the Prospectus in Section 2 hereof shall be in relation to the
Prospectus as amended or supplemented relating to the Designated Debt
Securities and the Designated Warrants), as to the performance by the
Company of all of its obligations hereunder to be
-17-
performed at or prior to such Time of Delivery, and as to such other
matters as the Representatives may reasonably request.
8. (a) The Company will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Prospectus,
Preliminary Prospectus Supplement, the Registration Statement, the Prospectus or
the Prospectus as amended or supplemented, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse each Underwriter for
any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such action or claim, as such
expenses are incurred; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in any Preliminary Prospectus, Preliminary
Prospectus Supplement, the Registration Statement, the Prospectus or the
Prospectus as amended or supplemented or any such amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company by any Underwriter of Designated Debt Securities and Designated Warrants
through the Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities.
(b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any Preliminary Prospectus Supplement,
the Registration Statement, the Prospectus or the Prospectus as amended or
supplemented, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in any Preliminary Prospectus, any Preliminary Prospectus Supplement,
-18-
the Registration Statement, the Prospectus or the Prospectus as amended or
supplemented, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through the Representatives expressly for use therein; and will reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim, as such
expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation.
(d) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under subsection (a) or (b) above in respect
of any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters of the Designated Debt Securities and the Designated
Warrants on the other from the offering of the Designated Debt Securities and
the Designated Warrants to which such loss, claim, damage or liability (or
action in respect thereof) relates. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c)
-19-
above, then each indemnifying party shall contribute to such amount paid or
payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Company on the one hand and the Underwriters of the Designated Debt Securities
and the Designated Warrants on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and such Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from such offering (before deducting expenses)
received by the Company bear to the total underwriting discounts and commissions
received by such Underwriters. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statements of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or such
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Company
and the Underwriters agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or action in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection
(d), no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the applicable Designated Debt
Securities and the Designated Warrants underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The obligations of the Underwriters of Designated
Debt Securities and Designated Warrants in this subsection (d) to contribute are
several in proportion to their respective underwriting obligations with respect
to such Debt Securities and Warrants and not joint.
-20-
(e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to
purchase the Designated Debt Securities and the Designated Warrants which it has
agreed to purchase under the Pricing Agreement relating to such Designated Debt
Securities and Designated Warrants, the Representatives may in their discretion
arrange for themselves or another party or other parties to purchase such
Designated Debt Securities and Designated Warrants on the terms contained
herein. If within thirty-six hours after such default by any Underwriter the
Representatives do not arrange for the purchase of such Designated Debt
Securities and Designated Warrants, then the Company shall be entitled to a
further period of thirty-six hours within which to procure another party or
other parties satisfactory to the Representatives to purchase such Designated
Debt Securities and Designated Warrants on such terms. In the event that,
within the respective prescribed period, the Representatives notify the Company
that they have so arranged for the purchase of such Designated Debt Securities
and Designated Warrants, or the Company notifies the Representatives that it has
so arranged for the purchase of such Designated Debt Securities and Designated
Warrants, the Representatives or the Company shall have the right to postpone
the Time of Delivery for such Designated Debt Securities and Designated Warrants
for a period of not more than seven days, in order to effect whatever changes
may thereby be made necessary in the Registration Statement or the Prospectus as
amended or supplemented, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as used
in this Agreement shall include any person substituted under this Section with
like effect as if such person had originally been a party to the Pricing
Agreement with respect to such Designated Debt Securities and Designated
Warrants.
(b) If, after giving effect to any arrangements for the purchase of
the Designated Debt Securities and the Designated Warrants of a defaulting
Underwriter or Underwriters by the Representatives and the Company as provided
in subsection (a)
-21-
above, the aggregate principal amount of such Designated Debt Securities which
remains unpurchased does not exceed one-eleventh of the aggregate principal
amount of the Designated Debt Securities to be purchased at the Time of Delivery
for such Designated Debt Securities, then the Company shall have the right to
require each non-defaulting Underwriter to purchase the principal amount of
Designated Debt Securities and the number of Designated Warrants which such
Underwriter agreed to purchase under the Pricing Agreement relating to such
Designated Debt Securities and Designated Warrants and, in addition, to require
each non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Designated Debt Securities and the number of Designated
Warrants which such Underwriter agreed to purchase under such Pricing Agreement)
of the Designated Debt Securities and the Designated Warrants of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for the purchase of
the Designated Debt Securities and the Designated Warrants of a defaulting
Underwriter or Underwriters by the Representatives and the Company as provided
in subsection (a) above, the aggregate principal amount of Designated Debt
Securities and the number of Designated Warrants which remain unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated Debt
Securities to be purchased at the Time of Delivery for such Designated Debt
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Designated Debt Securities and Designated Warrants of a
defaulting Underwriter or Underwriters, then the Pricing Agreement relating to
such Designated Debt Securities and Designated Warrants shall thereupon
terminate, without liability on the part of any non-defaulting Underwriter or
the Company, except for the expenses to be borne by the Company and the
Underwriters as provided in Section 6 hereof and the indemnity and contribution
agreements in Section 8 hereof; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
10. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless of
any investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter or any controlling person of any Underwriter, or the
Company, or any officer or director or controlling person of the Company, and
shall survive delivery of
-22-
and payment for the Designated Debt Securities and the Designated Warrants.
11. If any Pricing Agreement shall be terminated pursuant to Section
9 hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Debt Securities and the Designated Warrants
covered by such Pricing Agreement except as provided in Section 6 and Section 8
hereof; but, if for any other reason Designated Debt Securities and Designated
Warrants are not delivered by or on behalf of the Company as provided herein,
the Company will reimburse the Underwriters through the Representatives for all
out-of-pocket expenses approved in writing by the Representatives, including
fees and disbursements of counsel, reasonably incurred by the Underwriters in
making preparations for the purchase, sale and delivery of such Designated Debt
Securities and Designated Warrants, but the Company shall then be under no
further liability to any Underwriter with respect to such Designated Debt
Securities and Designated Warrants except as provided in Section 6 and Section 8
hereof.
12. In all dealings hereunder, the Representatives of the
Underwriters of Designated Debt Securities and Designated Warrants shall act on
behalf of each of such Underwriters, and the parties hereto shall be entitled to
act and rely upon any statement, request, notice or agreement on behalf of any
Underwriter made or given by such Representatives.
All statements, requests, notices and agreements hereunder shall be in
writing or by telegram if promptly confirmed in writing and if to the
Underwriters shall be sufficient in all respects, if delivered or sent by
registered mail to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be sufficient in all respects if
delivered or sent by registered mail to the address of the Company set forth in
the Registration Statement: Attention: Secretary; provided, however, that any
notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or
sent by registered mail to such Underwriter at its address set forth in its
Underwriters' Questionnaire delivered to the Company.
13. This Agreement and each Pricing Agreement shall be binding upon,
and inure solely to the benefit of, the Underwriters, the Company and, to the
extent provided in Section 8 and Section 10 hereof, the officers and directors
of the Company and each person who controls the Company or any Underwriter, and
their respective heirs, executors, administrators, successors and assigns, and
no other person shall acquire or have any right under or by virtue of this
Agreement or
-23-
any such Pricing Agreement. No purchaser of any of the Debt Securities or
Warrants from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.
14. Time shall be of the essence of each Pricing Agreement.
15. This Agreement and each Pricing Agreement shall be construed in
accordance with the laws of the State of Illinois.
16. This Agreement and each Pricing Agreement may be executed by any
one or more of the parties hereto and thereto in any number of counterparts,
each of which shall be deemed to be an original, but all such respective
counterparts shall together constitute one and the same instrument.
If the foregoing is in accordance with your understanding, please sign
and return to us _______ counterparts hereof.
Very truly yours,
HOUSEHOLD INTERNATIONAL, INC.
By:________________________________
Title:
Accepted as of the date hereof:
[Names of Representatives]
By:____________________________
By:____________________________
Title:
-24-
ANNEX I
PRICING AGREEMENT
-----------------
[Names of Representative(s)]
As Representatives of the several
Underwriters named in Schedule I hereto,
[Address]
_______, 19__
Dear Sirs:
Household International, Inc. (the "Company") proposes, subject to the
terms and conditions stated herein and in the Underwriting Agreement dated
___________, _____ (the "Underwriting Agreement"), between the Company on the
one hand and [names of representative[s] named therein] on the other hand, to
issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Designated Debt Securities and the Designated Warrants
specified in Schedule II hereto less the principal amount of Designated Debt
Securities and the number of Designated Warrants covered by Delayed Delivery
Contracts ("Delayed Delivery Contracts") as provided below (such Designated Debt
Securities and Designated Warrants covered by Delayed Delivery Contracts being
hereinafter referred to collectively as Contract Securities). Each of the
provisions of the Underwriting Agreement to be a part of this Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provision had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each of the representations and warranties set forth in
Section 2 of the Underwriting Agreement with respect to the Prospectus or the
information contained in the Prospectus shall constitute a representation or
warranty thereof (a) as of the date of the Underwriting Agreement with respect
to the Prospectus, and also (b) as of the date of this Pricing Agreement with
respect to the Prospectus as amended or supplemented. Each reference to the
Representatives herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the
Designated Securities, in the form heretofore delivered to you is now proposed
to be filed with, or in the case of a supplement transmitted for filing to, the
Commission.
The Company hereby authorizes the Underwriters to solicit offers to
purchase Designated Debt Securities and Designated Warrants from the Company
pursuant to Delayed Delivery Contracts, substantially in the form of Schedule
III attached hereto but with such changes therein as you and the Company may
authorize or approve. The Underwriters will endeavor to make such arrangements,
and as compensation therefor the Company will pay to you, for the accounts of
the Underwriters, at the Time of Delivery, a commission of ___% of the principal
amount of Designated Debt Securities for which Delayed Delivery Contracts have
been made. Delayed Delivery Contracts are to be with institutional investors of
the types mentioned in the last paragraph under the caption "Plan of
Distribution" in the Prospectus and subject to other conditions therein set
forth. The Company will enter into a Delayed Delivery Contract in each case
arranged by the Underwriters where the Company has advised you of its approval
of the proposed sale of Contract Securities to the purchaser thereunder;
provided, however, that the minimum principal amount of Designated Debt
Securities covered by any Delayed Delivery Contract with any purchaser or any
Delayed Delivery Contract with affiliated purchasers shall be $_________ and the
aggregate principal amount of Designated Debt Securities covered by Delayed
Delivery Contracts shall not exceed $_____________, unless the Company shall
otherwise agree in writing. However, if the aggregate principal amount of
Designated Debt Securities requested for delayed delivery is less than
$_________, the Company will have the right to reject all requests. The
Underwriters will not have any responsibility in respect of the validity or
performance of Delayed Delivery Contracts.
The amount of Contract Securities to be deducted from the principal
amount of Designated Debt Securities and the number of Designated Warrants to be
purchased by each Underwriter as set forth in Schedule I hereto shall be, in
each case, the amount of Contract Securities which the Company has been advised
by you have been attributed to such Underwriter, provided that if the Company
has not been so advised, the amount of Contract Securities to be so deducted
shall be, in each case, that proportion of Contract Securities which the
principal amount of Designated Debt Securities and the number of Designated
Warrants to be purchased by such Underwriter under this Agreement bears to the
total principal amount of the Designated Debt Securities (rounded as you may
determine to the nearest $1,000 principal amount) and the total number of
Designated Warrants. The total principal amount of Designated Debt Securities
to be purchased by
-2-
all the Underwriters shall be $___________ less the principal amount of the
Designated Debt Securities covered by Delayed Delivery Contracts and the total
number of Designated Warrants so purchased shall be _____ less the number of
Designated Warrants covered by such Contracts. The Company will deliver to you
not later than 3:30 p.m., Chicago time, on the business day preceding the Time
of Delivery (or such other time and date as you and the Company may agree upon
in writing) a written notice setting forth the principal amount of Designated
Debt Securities and the number of Designated Warrants covered by Delayed
Delivery Contracts.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement, the Company agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at a purchase price to the Underwriters set forth in
Schedule II hereto, the principal amount of Designated Debt Securities and
number of Designated Warrants set forth opposite the name of such Underwriter in
Schedule I hereto less such Underwriter's portion of Contract Securities
determined as provided in the preceding paragraph.
If the foregoing is in accordance with your understanding, please sign
and return to us ______ counterparts hereof, and upon acceptance hereof by you,
on behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be supplied to
the Company upon request.
Very truly yours,
HOUSEHOLD INTERNATIONAL, INC.
By:_______________________________
Accepted as of the date hereof:
[Name(s) of Representative(s)]
By:___________________________
(Title)
On behalf of each of the Underwriters
-3-
SCHEDULE I
Principal
Amount of
Designated Number of
Debt Designated
Securities Warrants
to be to be
Underwriter Purchased Purchased
----------- ---------- ----------
[Name(s) of Representative(s)]..... $
[Names of other Underwriters]........
---------- ----------
Total.................. $
========== ==========
SCHEDULE II
Designated Debt Securities
Title of Designated Debt Securities:
[__%] [Floating Rate] [Zero Coupon] Notes due
Aggregate principal amount:
$
Price to Public:
% of the principal amount of the Designated Debt Securities, plus accrued
interest from ___________________ to the Time of Delivery [and accrued
amortization, if any, from __________________ to the Time of Delivery]
Purchase Price by Underwriters:
% of the principal amount of the Designated Debt Securities, plus accrued
interest from ___________________ to the Time of Delivery [and accrued
amortization, if any, from __________________ to the Time of Delivery]
Indenture:
Indenture, dated ___________, 199_, between the Company and as Trustee
Maturity:
Interest Rate:
[____%] [Zero Coupon]
Interest Payment Dates:
[months and dates]
Redemption Provisions:
[No provisions for redemption]
[The Designated Debt Securities may be redeemed in whole or in part at the
option of the Company, in the amount of $_________ or an integral multiple
thereof,
[on or after ________, _________ at the following redemption prices
(expressed in percentages of principal amount). If redeemed during the 12-month
period beginning
Year Redemption Price
---- ----------------
And thereafter at 100% of their principal amount, together in each case with
accrued interest to the redemption date.]
[on any interest payment date falling on or after ________, ________, at the
election of the Company, at a redemption price equal to the principal amount
thereof, plus accrued interest to the date of redemption.]
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]
Sinking Fund Provisions:
[No sinking fund provisions]
[The Designated Debt Securities are entitled to the benefit of a sinking
fund to retire $________ principal amount of Designated Debt Securities on
________ in each of the years _______ through _____ at 100% of their principal
amount plus accrued interest], [together with [cumulative] [non-cumulative]
redemptions at the option of the Company to retire an additional $________
principal amount of Designated Debt Securities in the years _____ through ______
at 100% of their principal amount plus accrued interest].
Designated Warrants
Warrant Exercise Price:
Principal Amount of Designated Debt Securities Issuable on Exercise of One
Warrant:
-2-
Date after which Warrants are Exercisable:
Expiration Date:
Detachable Date:
Bearer or Registered
Miscellaneous
Time of Delivery:
Closing Location:
Type of Funds:
[Other Terms]*:
____________________
* A description of particular tax, accounting or other unusual features of
the Securities should be set forth, or referenced to an attached and
accompanying description, if necessary to the issuer's understanding of the
transaction contemplated. Such a description might appropriately be in the
form in which such features will be described in the Prospectus Supplement
for the offering.
-3-
SCHEDULE III
DELAYED DELIVERY CONTRACT
-------------------------
HOUSEHOLD INTERNATIONAL, INC.
[Name and address of Representative(s)]
_________, 19__
Attention:
Dear Sirs:
The undersigned hereby agrees to purchase from HOUSEHOLD
INTERNATIONAL, INC. (hereinafter called the "Company"), and the Company agrees
to sell to the undersigned, $______________ principal amount of the Company's
[full title of Debt Securities] and ______ [full title of Warrants] (hereinafter
collectively called the "Securities"), offered by the Company's Prospectus dated
______________, as supplemented by a supplement dated __________, ___, receipt
of a copy of which is hereby acknowledged, at a purchase price of ____% of the
principal amount of the Debt Securities, plus accrued interest from the date
from which interest accrues as set forth below, and on the further terms and
conditions set forth in this contract.
The undersigned will purchase the Securities from the Company on
_____________, ____ (the "Delivery Date"), and interest on the Securities so
purchased will accrue from ________________, _____.
Payment for the Securities which the undersigned has agreed to
purchase on the Delivery Date shall be made to the Company or its order by
certified or official bank check in Federal funds at the office of the Company,
0000 Xxxxxxx Xxxx, Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000, on the Delivery Date upon
delivery to the undersigned of the Securities then to be purchased by the
undersigned in definitive fully registered form and in such denominations and
registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than five full
business days prior to the Delivery Date.
The obligation of the undersigned to take delivery of and make payment
for Securities on the Delivery Date shall be
subject to the conditions that (1) the purchase of Securities to be made by the
undersigned shall not on the Delivery Date be prohibited under the laws of the
jurisdiction to which the undersigned is subject and (2) the Company, on or
before ____________, _____, shall have sold to the several Underwriters,
pursuant to the Underwriting Agreement and Pricing Agreement each dated
_____________, ____, with the Company, an aggregate principal amount of Debt
Securities equal to $_______, and an aggregate number of Warrants equal to
________, minus the aggregate principal amount of Debt Securities and aggregate
number of Warrants covered by this contract and other contracts similar to this
contract. The obligation of the undersigned to take delivery of and make payment
for Securities shall not be affected by the failure of any purchaser to take
delivery of and make payment for Securities pursuant to other contracts similar
to this contract.
Promptly after completion of the sale to the Underwriters the Company
will mail or deliver to the undersigned at its address set forth below notice to
such effect, accompanied by a copy of the Opinion of Counsel for the Company
delivered to the Underwriters in connection therewith.
The undersigned represents and warrants that, as of the date of this
contract, the undersigned is not prohibited from purchasing the Securities
hereby agreed to be purchased by it under the laws of the jurisdiction to which
the undersigned is subject.
This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
This contract shall be construed in accordance with and governed by
the laws of the State of Illinois.
It is understood that the acceptance by the Company of any Delayed
Delivery Contract (including this contract) is in the Company's sole discretion
and that, without limiting the foregoing, acceptances of such contracts need not
be on a first-come, first-served basis. If this contract is acceptable to the
Company, it is requested that the Company sign the form of acceptance below and
mail or deliver one of the counterparts hereof to the undersigned at its address
set forth below. This
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will become a binding contract between the Company and the undersigned when such
counterpart is so mailed or delivered.
Yours very truly,
_______________________________
By:____________________________
(Signature)
_______________________________
(Name and Title)
_______________________________
(Address)
Accepted, _____________, ________.
Household International, Inc.
By:____________________________
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