EXHIBIT 4.7
HSBC FINANCE CORPORATION
Form of Warrant Agreement
(for warrants sold alone)
THIS WARRANT AGREEMENT dated as of between HSBC Finance Corporation,
a corporation organized under the laws of the State of Delaware (the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to) and as Warrant Agent (the "Warrant Agent").
WHEREAS, the Company has entered into an Indenture dated as of (the
"Indenture"), with , as Trustee (the "Trustee"), providing for the
issuance from time to time of its unsecured debt securities (the "Debt
Securities"), to be issued in one or more series as provided in the Indenture;
and
WHEREAS, the Company proposes to sell warrant certificates evidencing one
or more warrants (the "Warrants" or, individually a "Warrant") representing the
right to purchase [title of debt securities purchasable through exercise of
Warrants] (the "Warrant Debt Securities"), such warrant certificates and other
warrant certificates issued pursuant to this Agreement hereinafter referred to
as the "Warrant Certificates"; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, exchange, exercise and replacement of
the Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, exchanged, exercised and replaced;
Now, Therefore, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
Issuance of Warrants and Execution
and Delivery of Warrant Certificates
SECTION 1.01. Issuance of Warrants. Each Warrant Certificate shall
evidence one or more Warrants. Each Warrant evidenced thereby shall represent
the right, subject to the provisions contained herein and therein, to purchase a
Warrant Debt Security in the principal amount of $ .
SECTION 1.02. Execution and Delivery of Warrant Certificates. Each
Warrant Certificate, whenever issued, shall be in [bearer] [registered] form
substantially in the form set forth in Exhibit A hereto, shall be dated and may
have such letters, numbers or other marks of identification or designation and
such legends or endorsements printed, lithographed or engraved thereon as the
officers of the Company executing the same may approve (execution thereof to be
conclusive evidence of such approval) and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Warrant Certificates may be listed, or to
conform to usage. The Warrant Certificates shall be signed on behalf of the
Company by either its President, one of its Vice Presidents or one of its
Assistant Treasurers under its corporate seal and attested by its Secretary or
any of its Assistant Secretaries. Such signatures may be manual or facsimile
signatures of such authorized officers and may be imprinted or otherwise
reproduced on the Warrant Certificates. The seal of the Company may be in the
form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Warrant Certificates.
No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
issued hereunder.
In case any officer of the Company who shall have signed any of the Warrant
Certificates either manually or by facsimile signature shall cease to be such
officer before the Warrant Certificates so signed shall have been countersigned
and delivered by the Warrant Agent, such Warrant Certificates may be
countersigned and delivered notwithstanding that the person who signed such
Warrant Certificates has ceased to be such officer of the Company; and any
Warrant Certificate may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Warrant Certificate, shall be the
proper officers of the Company, although at the date of the execution of this
Agreement any such person was not such officer. [If bearer
Warrants -- The term "holder" or "holder of a Warrant Certificate" as used
herein shall mean the bearer of such Warrant Certificate.]
[If registered Warrants -- The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose.]
SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding
$ aggregate principal amount of Warrant Debt Securities (except as
provided in Sections 2.03(c), 3.02 and 4.01) may be executed by the Company and
delivered to the Warrant Agent upon the execution of this Warrant Agreement or
from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant
Certificates duly executed on behalf of the Company, countersign Warrant
Certificates evidencing Warrants representing the right to purchase up to $
aggregate principal amount of Warrant Debt Securities and shall deliver such
Warrant Certificates to or upon the order of the Company. Subsequent to such
original issuance of the Warrant Certificates, the Warrant Agent shall
countersign a Warrant Certificate only if the Warrant Certificate is issued in
exchange or substitution for one or more previously countersigned Warrant
Certificates, [If registered Warrants or in connection with their transfer], as
hereinafter provided or as provided in Section 2.03(c).
ARTICLE II
Warrant Price, Duration and Exercise of Warrants
SECTION 2.01. Warrant Price*. [On , 20 the exercise price of each
Warrant is $ . During the period from , 20 through and including
, 20 the exercise price of each Warrant will be $ plus [accrued
amortization of the original issue discount] [accrued interest] from , 20 .
On , 20 the exercise price of each Warrant will be $ . During
the period from ,
20 , through and including , 20 , the exercise price of each Warrant will
be $ plus [accrued amortization of the original issue discount] [accrued
interest] from , 20 , [in each case, the original issue discount will be
amortized at a % annual rate, computed on an annual basis using a 360-day year
consisting of twelve 30-day months]. Such purchase price of Warrant Debt
Securities is referred to in this Agreement as the "Warrant Price". [The
original issue discount for each $1,000 principal amount of Warrant Debt
Securities is $ ].
SECTION 2.02. Duration of Warrants. Each Warrant evidenced by a Warrant
Certificate may be exercised in whole at any time, as
* Complete and modify the provisions of this Section as appropriate to
reflect the exact terms of the Offered Warrants and the Warrant Debt Securities.
Specified herein, on or after [the date thereof] [ , 20 ] and at or
before 5 p.m. time on , 20 (the "Expiration Date"). Each Warrant not
exercised at or before 5 p.m. time on the Expiration Date shall become void, and
all rights of the holder of the Warrant Certificate evidencing such Warrant
under this Agreement shall cease.
SECTION 2.03. Exercise of Warrants.
(a) During the period specified in Section 2.02 any whole number of
Warrants may be exercised by providing certain information set forth on the
reverse side of the Warrant Certificate and by paying in full, in lawful
money of the United States of America, [in cash or by certified check or
official bank check or by bank wire transfer, in each case] [by bank wire
transfer] in immediately available funds, the Warrant Price for each
Warrant exercised, to the Warrant Agent at its corporate trust office [or
at ], provided that such exercise is subject to receipt within five
business days of such [payment] [wire transfer] by the Warrant Agent of the
Warrant Certificate with the form of election to purchase Warrant Debt
Securities set forth on the reverse side of the Warrant Certificate
properly completed and duly executed. The date on which payment in full of
the Warrant Price is received by the Warrant Agent shall, subject to
receipt of the Warrant Certificate as aforesaid, be deemed to be the date
on which the Warrant is exercised. The Warrant Agent shall deposit all
funds received by it in payment of the Warrant Price in an account of the
Company maintained with it and shall advise the Company by telephone at the
end of each day on which a [payment] [wire transfer] for the exercise of
Warrants is received of the amount so deposited to its account. The Warrant
Agent shall promptly confirm such telephone advice to the Company in
writing.
(b) The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Trustee under the Indenture of (i)
the number of Warrants exercised in accordance with the terms and
conditions of this Agreement and the Warrant Certificates; (ii) the
instructions of each holder of the Warrant Certificates evidencing such
Warrants with respect to delivery of the Warrant Debt Securities to which
such holder is entitled upon such exercise; (iii) delivery of Warrant
Certificates evidencing the balance, if any, of the Warrants remaining
after such exercise; and (iv) such other information as the Company or the
Trustee shall reasonably require.
(c) As soon as practicable after the exercise of any Warrant, the
Company shall issue, pursuant to the Indenture, in authorized denominations
to or upon the order of the holder of the Warrant Certificate evidencing
such Warrant, the Warrant Debt Securities to which such holder is entitled
[in fully registered form, registered in such name or names] [in bearer
form] as may be directed by such
holder*; [provided, however, the Company shall not be required to deliver
any unregistered Warrant Debt Securities in the United States]. If fewer
than all of the Warrants evidenced by such Warrant Certificate were
exercised, the Company shall execute, and an authorized officer of the
Warrant Agent shall manually countersign and deliver, a new Warrant
Certificate evidencing the number of such Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or other tax or
other governmental charge required to be paid in connection with any
transfer involved in the issue of the Warrant Debt Securities; and in the
event that any such transfer is involved, the Company shall not be required
to issue or deliver any Warrant Debt Securities until such tax or other
charge shall have been paid or it has been established to the Company's
satisfaction that no such tax or other charge is due.
(e) Issuance of unregistered Warrant Debt Securities upon exercise of
Warrants shall be subject to such arrangements and procedures as shall be
provided pursuant to Section of the Indenture.]
ARTICLE III
Other Provisions Relating to Rights
of Holders of Warrant Certificates
SECTION 3.01. No Rights as Warrant Debt Security Holder Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of
Warrant Debt Securities, including, without limitation, the right to receive the
payment of principal of, premium (if any) or interest on Warrant Debt Securities
or to enforce any of the covenants in the Indenture.
SECTION 3.02. Lost, Stolen, Mutilated or Destroyed Warrant Certificates.
Upon receipt by the Company and the Warrant Agent of evidence reasonably
satisfactory to them of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of indemnity reasonably satisfactory
to them and, in the case of mutilation, upon surrender thereof to the Warrant
Agent for cancellation, then, in the absence of notice to the Company or the
Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute, and an authorized officer of the Warrant
Agent shall manually countersign and deliver, in exchange for or in lieu of the
lost, - _________________*Subject to change in accordance with changes in
tax laws and regulations.Stolen, destroyed or mutilated Warrant Certificate, a
new Warrant Certificate of the same tenor and evidencing the same number of
Warrants. Upon theissuance of any new Warrant Certificate under this Section,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Warrant Agent) in connection
therewith. Every substitute Warrant Certificate executed and delivered pursuant
to this Section in lieu of any lost, stolen or destroyed Warrant Certificate
shall represent an additional contractual obligation of the Company, whether or
not the lost, stolen or destroyed Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to the benefits of this Agreement
equally and proportionately with any and all other Warrant Certificates duly
executed and delivered hereunder. The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement of mutilated, lost, stolen or destroyed Warrant
Certificates.
SECTION 3.03. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a Warrant
Certificate, without the consent of the Warrant Agent, the Trustee, the holder
of any Warrant Debt Securities or the holder of any other Warrant Certificate,
may, in his own behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company suitable to enforce
or otherwise in respect of, his right to exercise the Warrants evidenced by his
Warrant Certificate in the manner provided in his Warrant Certificate and in
this Agreement.
ARTICLE IV
Exchange and Transfer of Warrant Certificates
SECTION 4.01. Exchange and Transfer of Warrant Certificates. Upon
surrender at the corporate trust office of the Warrant Agent [or ], Warrant
Certificates evidencing Warrants may be exchanged for Warrant Certificates in
other denominations evidencing such Warrants [If registered Warrants -- or may
be transferred in whole or in part]; provided that such other Warrant
Certificates evidence the same aggregate number of Warrants as the Warrant
Certificates so surrendered. [If registered Warrants - The Warrant Agent shall
keep, at its corporate trust office [and at ], books in which, subject to
such reasonable regulations as it may prescribe, it shall register Warrant
Certificates and exchanges and transfers of outstanding Warrant Certificates,
upon surrender of the Warrant Certificates to the Warrant Agent at its corporate
trust office [or ] for exchange [or transfer], properly endorsed or
accompanied by appropriate instruments of transfer and written instructions for
transfer, all in form satisfactory to the Company and the Warrant Agent.] No
service charge shall be made for any exchange [or transfer] of Warrant
Certificates, but the Company may require payment of a sum sufficient to cover
any stamp or other tax or other governmental charge that may be imposed in
connection with any such exchange [or transfer]. Whenever any Warrant
Certificates are so surrendered for exchange [or transfer] an authorized officer
of the Warrant Agent shall manually countersign and deliver to the person or
persons entitled thereto a Warrant Certificate or Warrant Certificates duly
authorized and executed by the Company, as so requested. The Warrant Agent shall
not be required to effect any exchange [or transfer] which will result in the
issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number
of full Warrants and a fraction of a Warrant. All Warrant Certificates issued
upon any exchange [or transfer] of Warrant Certificates shall be the valid
obligations of the Company, evidencing the same obligations, and entitled to the
same benefits under this Agreement, as the Warrant Certificates surrendered for
such exchange [or transfer].
SECTION 4.02. Treatment of Holders of Warrant Certificates. [Bearer
warrants -- Each Warrant Certificate shall be transferable by delivery and shall
be deemed negotiable and the bearer of each Warrant Certificate may be treated
by the Company, the Warrant Agent and all other persons dealing with such bearer
as the absolute owner thereof for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced thereby, any notice to
the contrary notwithstanding.] [Registered Warrants - The Company and the
Warrant Agent may treat the registered holder as the absolute Owner thereof for
any purpose and as the person entitled to exercise the rights represented by the
Warrants evidenced thereby, any notice to the contrary notwithstanding.]
SECTION 4.03. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exchange [transfer] or exercise of the Warrants
evidenced thereby shall,
if surrendered to the Company, be delivered to the Warrant Agent and all Warrant
Certificates surrendered or so delivered to the Warrant Agent shall be promptly
cancelled by the Warrant Agent and shall not be reissued and, except as
expressly permitted by this Agreement, no Warrant Certificate shall be issued
hereunder in exchange or in lieu thereof. The Warrant Agent shall deliver to the
Company from time to time or otherwise dispose of cancelled Warrant Certificates
in a manner satisfactory to the Company.
ARTICLE V
Concerning the Warrant Agent
SECTION 5.01. Warrant Agent. The Company hereby appoints as
Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates, upon the terms and subject to the conditions herein set forth; and
hereby accepts such appointment. The Warrant Agent shall have the powers and
authority granted to and conferred upon it in the Warrant Certificates and
hereby and such further powers and authority to act on behalf of the Company as
the Company may hereafter grant to or confer upon it. All of the terms and
provisions with respect to such powers and authority contained in the Warrant
Certificates are subject to and governed by the terms and provisions hereof.
SECTION 5.02. Conditions of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:
(a) Compensation and Indemnification. The Company agrees promptly to
pay the Warrant Agent the compensation to be agreed upon with the Company
for all services rendered by the Warrant Agent and to reimburse the Warrant
Agent for reasonable out-of-pocket expenses (including counsel fees)
incurred by the Warrant Agent in connection with the services rendered
hereunder by the Warrant Agent. The Company also agrees to indemnify the
Warrant Agent for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on the part of the Warrant
Agent, arising out of or in connection with its acting as Warrant Agent
hereunder, as well as the costs and expenses of defending against any claim
of such liability.
(b) Agent for the Company. In acting under this Warrant Agreement and
in connection with the Warrant Certificates, the Warrant Agent is acting
solely as agent of the Company and does not assume any obligation or
relationship of agency or trust for or with any of the holders of Warrant
Certificates or beneficial owners of Warrants.
(c) Counsel. The Warrant Agent may consult with counsel satisfactory
to it, and the advise of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with the advice of
such counsel.
(d) Documents. The Warrant Agent shall be protected and shall incur no
liability for or in respect of any action taken or thing suffered by it in
reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the
proper parties.
(e) Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest
in, Warrants, with the same rights that it or they would have if it were
not the Warrant Agent hereunder, and, to the extent permitted by applicable
law, it or they may engage or be interested in any financial or other
transaction with the Company and may act on, or as depositary, trustee or
agent for, any committee or body of holders of Warrant Debt Securities or
other obligations of the Company as freely as if it were not the Warrant
Agent hereunder. Nothing in this Warrant Agreement shall be deemed to
prevent the Warrant Agent from acting as Trustee under the Indenture.
(f) No Liability for Interest. The Warrant Agent shall have no
liability for interest on any monies at any time received by it pursuant to
any of the provisions of this Agreement or of the Warrant Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the
Warrant Certificates.
(h) No Responsibility for Representations. The Warrant Agent shall not
be responsible for any of the recitals or representations herein or in the
Warrant Certificates (except as to the Warrant Agent's countersignature
thereon), all of which are made solely by the Company.
(i) No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set forth, and no implied duties or obligations shall be read
into this Agreement or the Warrant Certificates against the Warrant Agent.
The Warrant Agent shall not be under any obligations to take any action
hereunder which may tend to subject it to any expense or liability,
reimbursement for which within a reasonable time is not, in its reasonable
opinion, assured to it. The Warrant Agent shall not be accountable or
responsible for the use by the Company of any of the Warrant Certificates
authenticated by the Warrant Agent and delivered by it to the Company
pursuant to this Agreement or for the application by the Company of the
proceeds of the Warrant Certificates. The Warrant Agent shall have no duty
or responsibility in case of any default by the Company in the performance
of its covenants or agreements contained herein or in the Warrant
Certificates or in the case of the receipt of any written demand from a
holder of a Warrant Certificate with respect to such default, including,
without limiting the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any proceedings at law or
otherwise or, except as provided in Section 6.02 hereof, to make any demand
upon the Company.
SECTION 5.03. Resignation and Appointment of Successor.
(a) The Company agrees, for the benefit of the holders
from time to time of the Warrant Certificates, that there shall at all
times be a Warrant Agent hereunder until all the Warrant Certificates
are no longer exercisable.
(b) The Warrant Agent may at any time resign as such agent
by giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become
effective; provided that such date shall be not less than three months
after
the date on which such notice is given, unless the Company otherwise
agrees. The Warrant Agent hereunder may be removed at any time by the
filing with it of an instrument in writing signed by or on behalf of
the Company and specifying such removal and the date when it shall
become effective. Such resignation or removal shall take effect upon
the appointment by the Company, as hereinafter provided, of a
successor Warrant Agent (which shall be a bank or trust company
authorized under the laws of the jurisdiction of its organization to
exercise corporate trust powers) and the acceptance of such
appointment by such successor Warrant Agent. The obligation of the
Company under Section 5.02(a) shall continue to the extent set forth
therein, notwithstanding the resignation or removal of the Warrant
Agent.
(c) In case at any time the Warrant Agent shall resign, or
shall be removed, or shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or shall file a petition seeking
relief under Title II of the United States Code, as now constituted or
hereafter amended, or under any other applicable Federal or State
bankruptcy law or similar law or make an assignment for the benefit of
its creditors or consent to the appointment of a receiver or custodian
of all or any substantial part of its property, or shall admit in
writing its inability to pay or meet its debts as they mature, or if a
receiver or custodian of it or of all or any substantial part of its
property shall be appointed, or if an order of any court shall be
entered for relief against it under the provisions of Title II of the
United States Code, as now constituted or hereafter amended, or under
any other applicable Federal or State bankruptcy or similar law, or if
any public officer shall have taken charge or control of the Warrant
Agent or of its property or affairs, for the purpose of
rehabilitation, conservation or liquidation, a successor Warrant
Agent, qualified as set forth in subsection (b) above, shall be
appointed by the Company by an instrument in writing, filed with the
successor Warrant Agent. Upon the appointment as aforesaid of a
successor Warrant Agent and acceptance by the successor Warrant Agent
of such appointment, the Warrant Agent shall cease to be Warrant Agent
hereunder.
(d) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company
an instrument accepting such appointment hereunder, and thereupon such
successor Warrant Agent, without any further act, deed or conveyance,
shall become vested with all the authority, rights, powers, trusts,
immunities, duties and obligations of such predecessor with like
effect as if originally named as Warrant Agent hereunder, and such
predecessor upon payment of its charges and disbursements then unpaid,
shall thereupon become obligated to transfer, deliver and pay over,
and such successor Warrant Agent shall be entitled to receive, all
monies, securities and other property on deposit with or held by such
predecessor, as Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder
may be merged or converted or any corporation with which the Warrant
Agent may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Warrant Agent shall
be a party, or any corporation to which the Warrant Agent shall sell
or otherwise transfer all or substantially all the assets and business
of the Warrant
Agent shall be the successor Warrant Agent under this Agreement
without the execution or filing of any paper or any further act on the
part of any of the parties hereto, provided that it shall be qualified
as set forth above in subsection (b).
ARTICLE VI
Miscellaneous
SECTION 6.01 Amendment. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for
the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein, or making any other
provisions with respect to matters or questions arising under this
Agreement as the Company and the Warrant Agent may deem necessary or
desirable; provided that such action shall not adversely affect the
interests of the holders of the Warrant Certificates.
SECTION 6.02. Notices and Demands to the Company and Warrant Agent.
If the Warrant Agent shall receive any notice or demand addressed to the
Company by the holder of a Warrant Certificate pursuant to the provisions
of the Warrant Certificates, the Warrant Agent shall promptly forward such
notice or demand to the Company.
SECTION 6.03. Addresses. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to ,
attention: , and any communications from the Warrant Agent to the
Company with respect to this Agreement shall be addressed to HSBC Finance
Corporation, 0000 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000,
attention: Treasurer (or such other address as shall be specified in
writing by the Warrant Agent or by the Company).
SECTION 6.04. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder
and of the respective terms and provisions thereof shall be governed by,
and construed in accordance with, the laws of the State of .
SECTION 6.05. Delivery of Prospectus. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus relating to the Warrant
Debt Securities deliverable upon exercise of Warrants (the "Prospectus"),
and the Warrant Agent agrees that upon the exercise of any Warrant, the
Warrant Agent will deliver to the holder of the Warrant Certificate
evidencing such Warrant, prior to or concurrently with the delivery of the
Warrant Debt Securities issued upon such exercise, a Prospectus.
SECTION 6.06. Obtaining of Governmental Approvals. The Company will
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental
agencies and authorities and securities acts filings under United States
Federal and State laws (including without limitation a registration
statement in respect of the Warrants and Warrant Debt Securities under the
Securities Act of 1933), which may be or become requisite in connection
with the issuance, sale, transfer, and delivery of the Warrant
Certificates, the exercise of the Warrants, the issuance, sale, transfer
and delivery of the Warrant Debt Securities issued upon exercise of
the Warrants or upon the expiration of the period during which the Warrants
are exercisable.
SECTION 6.07. Persons Having Rights under Warrant Agreement. Nothing
in this Agreement expressed or implied and nothing that may be inferred
from any of the provisions hereof is intended, or shall be construed, to
confer upon, or give to, any person or corporation other than the Company,
the Warrant Agent and the holders of the Warrant Certificates any right,
remedy or claim under or by reason of this Agreement or of any covenant,
condition, stipulation, promise or agreement hereof; and all covenants,
conditions, stipulations, promises and agreements in this Agreement
contained shall be for the sole and exclusive benefit of the Company and
the Warrant Agent and their successors and of the holders of the Warrant
Certificates.
SECTION 6.08. Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only
and shall not control or affect the meaning or construction of any of the
provisions hereof.
SECTION 6.09. Counterparts. This Agreement may be executed in any
number of counterparts, each of which as so executed shall be deemed to be
an original, but such counterparts shall together constitute but one and
the same instrument.
SECTION 6.10. Inspection of Agreement. A copy of this Agreement shall
be available at all reasonable times at the principal corporate trust
office of the Warrant Agent for inspection by the holder of any Warrant
Certificate. The Warrant Agent may require such holder to submit his
Warrant Certificate for inspection by it.
IN WITNESS WHEREOF: HSBC Finance Corporation has caused this Agreement
to be signed by one of its duly authorized officers, and its corporate seal
to be affixed hereunto, and the same to be attested by its Secretary or one
of its Assistant Secretaries; and has caused this Agreement to be signed by
one of its duly authorized officers, and its corporate seal to be affixed
hereunto, and the same to be attested by its Secretary or one of its
Assistant Secretaries, all as of the day and year first above written.
HSBC FINANCE
CORPORATION
By:
--------------------------
Attest:
--------------
By:
---------------------------
AS WARRANT AGENT
Attest:
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EXHIBIT A
(FORM OF WARRANT CERTIFICATE)
[Face of Warrant Certificate]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT
AS PROVIDED HEREIN
Warrant Certificates representing Warrants to purchase [Title of Warrant Debt
Securities] as described herein.
HSBC FINANCE CORPORATION WARRANTS TO PURCHASE [Title of
Warrant Debt Securities]
VOID AFTER 5 P.M. TIME ON , 20
[No.]
Warrants This certifies that
[the bearer is the] [ or registered assigns is the registered] owner of
the above indicated number of Warrants, each Warrant entitling such [bearer]
[owner] to purchase, at any time [after 5 p.m. time on , 20 and]
on or before 5 p.m. time on , 20 , $ principal amount of
[Title of Warrant Debt Securities] (the "Warrant Debt Securities"), of HSBC
FINANCE CORPORATION (the "Company"), issued and to be issued under the Indenture
(as hereinafter defined), on the following basis:* [on , 20 the exercise
price of each Warrant is $ ; during the period from ,20 through and
including , 20 , the exercise price of each Warrant will be $ plus
[accrued amortization of the original issue discount] [accrued interest] from
, 20 ; on , 20 the exercise price of each Warrant will be
$ ; during the period from , 20 , through and including , 20 ,
the exercise price of each Warrant will be $ plus [accrued amortization
of the original issue discount] [accrued interest]
* Complete and modify the following provisions as appropriate to reflect
the exact terms of the Offered Warrants and the Warrant Debt Securities. from
, 20 ; [in each case, the original issue discount will be amortized at a
% annual rate, computed on an annual basis, using a 360-day year consisting
of twelve 30-day months] (the "Warrant Price"). [The original issue discount for
each $1,000 principal amount of Warrant Debt Securities is $ .] The holder may
exercise the Warrants evidenced hereby by providing certain information set
forth on the back hereof and by paying in full in lawful money of the United
States of America, [in cash or by certified check or official bank check or by
bank wire transfer, in each case,] [by bank wire transfer] in immediately
available funds, the Warrant Price for each Warrant exercised to the Warrant
Agent [as hereinafter defined] and by surrendering this Warrant Certificate,
with the purchase form on the back hereof duly executed at the corporate trust
office of [name of Warrant Agent], or its successor as warrant agent (the
"Warrant Agent"), [or ] at the address specified on the reverse hereof and
upon compliance with and subject to the conditions set forth herein and in the
Warrant Agreement [as hereinafter defined]. Any whole number of Warrants
evidenced by this Warrant Certificate may be exercised to purchase Warrant Debt
Securities in registered form in denominations of $ and any integral
multiples thereof. Upon any exercise of fewer than all of the Warrants evidenced
by this Warrant Certificate, there shall be issued to the holder hereof a new
Warrant Certificate evidencing the number of Warrants remaining unexercised.
This Warrant Certificate is issued under and in accordance with the Warrant
Agreement, dated as of , 20 (the "Warrant Agreement"), between the
Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
holder of this Warrant Certificate consents by acceptance hereof. Copies of the
Warrant Agreement are on file at the above-mentioned office of the Warrant Agent
[and at ].
The Warrant Debt Securities to be issued and delivered upon the exercise of
the Warrants evidenced by this Warrant Certificate will be issued under and in
accordance with an Indenture dated as of (the "Indenture"), between the
Company and , a organized and existing under the laws of , as
Trustee, ( and any successor to such Trustee being hereinafter referred to as
the "Trustee") and will be subject to the terms and provisions contained in the
Indenture. [In particular, issuance of unregistered Warrant Debt Securities upon
exercise of Warrants shall be subject to such arrangements and procedures as
shall be provided pursuant to Section of the Indenture.] Copies of the Indenture
and the form of the Warrant Debt Securities are on file at the corporate trust
office of the Trustee [and at ].
[If Bearer Warrants -- This Warrant Certificate, and all rights hereunder,
may be transferred by delivery and the Company and the Warrant Agent may treat
the bearer hereof as the owner for all purposes.]
[If Registered Warrants -- This Warrant Certificate may be transferred when
surrendered at the corporate trust office of the Warrant Agent [or ] by the
registered owner or his assigns, in person or by an attorney duly authorized in
writing, in the manner and subject to the limitations provided in the Warrant
Agreement.]
After countersignature by the Warrant Agent and prior to the expiration of
this Warrant Certificate, this Warrant Certificate may be exchanged at the
corporate trust office of the Warrant Agent for Warrant Certificates
representing the same aggregate number of Warrants.
This Warrant Certificate shall not entitle the holder hereof to any of the
rights of a holder of the Warrant Debt Securities, including, without
limitation, the right to receive payments of principal of (premium, if any) or
interest, if any, on the Warrant Debt Securities or to enforce any of the
covenants of the Indenture.
This Warrant Certificate shall not be valid or obligatory for any purpose
until countersigned by the Warrant Agent. Dated as of , 20 .
HSBC FINANCE
CORPORATION
By:
-----------------------------
AS WARRANT AGENT
Attest:
-------------
Countersigned:
------------------------
By:
-----------------------------
AUTHORIZED SIGNATURE
[Reverse of Warrant Certificate]
(Instructions for Exercise of Warrant)
To exercise the Warrants evidenced hereby, the holder must pay [in cash or
by certified check or official bank check or by bank wire transfer] [by bank
wire transfer] in immediately available funds the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent] Corporate Trust Department,
[insert address of Warrant Agent], Attn: [or ], which [payment]
[wire transfer] must specify the name of the holder and the number of Warrants
exercised by such holder. In addition, the holder must complete the information
required below and present this Warrant Certificate in person or by mail
(registered mail is recommended) to the Warrant Agent at the addresses set forth
below. This Warrant Certificate, completed and duly executed, must be received
by the Warrant Agent within five business days of the [payment] [wire transfer].
[FORM OF ELECTION TO PURCHASE]
(To be executed upon exercise of Warrant.)
The undersigned hereby irrevocably elects to exercise Warrants,
evidenced by this Warrant Certificate, to purchase $ principal amount of
the [Title of Debt Securities] (the "Warrant Debt Securities") of HSBC Finance
Corporation and represents that he has tendered payment for such Warrant Debt
Securities [in cash or by certified check or official bank check or by bank wire
transfer, in each case] [by bank wire transfer] in immediately available funds
to the order of HSBC Finance Corporation c/o [insert name and address of Warrant
Agent], in the amount of $ in accordance with the terms hereof. The undersigned
requests that said principal amount of Warrant Debt Securities be in [bearer
form in the authorized denominations] [fully registered form in the authorized
denominations, registered in such names and delivered] all as specified in
accordance with the instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below
Dated:
------------------------------
Name:
------------------------------ ------------------------
(PLEASE PRINT)
(Insert Social Security or
Other Identifying Number
of Holder)
Address:
-----------------------
-----------------------
Signature
-----------------------
The Warrants evidenced hereby may be exercised at the following addresses:
By hand at
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
$_________________
By mail at
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
(Instructions as to form and delivery of Warrant Debt Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants.)
Reverse of Warrant Certificate
*[CERTIFICATE FOR DELIVERY OF BEARER BONDS]
HSBC FINANCE CORPORATION
Warrant Debt Securities
TO: HSBC FINANCE CORPORATION
[Name of Trustee],
as Trustee
This certificate is submitted in connection with our request that you
deliver to us $ principal amount of Warrant Debt Securities in bearer form upon
exercise of Warrants. We hereby certify that either (a) none of such Warrant
Debt Securities will be held by or on behalf of a United States Person, or (b)
if a United States Person will have a beneficial interest in such Warrant Debt
Securities, such person is described in Section 165(j)(3)(A), (B) or (C) of the
United States Internal Revenue Code of 1954, as amended, and the regulations
thereunder. As used herein, "United States Person" means a citizen or resident
of the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof or an estate or trust whose income from sources without the United
States is includible in gross income for United States Federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States.
We understand that this certificate is required in connection with certain
tax legislation in the United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would be
relevant, we
irrevocably authorize you to produce this certificate or a copy thereof to any
interested party in such proceedings.
Dated:________________________________________________ (Please print name)
*Subject to changes in accordance with changes in tax laws and regulations.
[If registered Warrant]
ASSIGNMENT
[FORM OF ASSIGNMENT TO BE EXECUTED IF HOLDER DESIRES
TO TRANSFER WARRANTS EVIDENCED HEREBY]
FOR VALUE RECEIVED
hereby sells, assigns and transfers unto
Please insert social security
or other identifying number
-----------------------------------------
Please print name and address
including zip code)
-----------------------------------------
-----------------------------------------
the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint Attorney, to transfer said Warrant
Certificate on the books of the Warrant Agent with full power of substitution in
the premises.
Dated Signature
---------------------------------------
(Signature must conform in all
respects to name of holder as
specified on the face of this Warrant
Certificate and must bear a
signature guarantee by a bank, trust
company or member broker of the
New York Stock Exchange.)
Signature Guaranteed
-------------------------
HSBC FINANCE CORPORATION
Form of Warrant Agreement
(for warrants sold attached to debt securities)
THIS WARRANT AGREEMENT: dated as of between HSBC Finance
Corporation, a Delaware corporation (the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to) and as
Warrant Agent (the "Warrant Agent").
WHEREAS, the Company has entered into an Indenture dated as of (the
"Indenture"), with , as Trustee (the "Trustee"), providing for the
issuance from time to time of its unsecured debt securities ("Debt Securities"),
to be issued in one or more series as provided in the Indenture; and
WHEREAS,the Company proposes to sell [title of Debt Securities being
offered] (the "Offered Debt Securities"), with warrant certificates evidencing
one or more warrants (the "Warrants" or, individually a "Warrant") representing
the right to purchase [title of Debt Securities purchasable through exercise of
Warrants] (the "Warrant Debt Securities"), such warrant certificates and other
warrant certificates issued pursuant to this Agreement hereinafter referred to
as the "Warrant Certificates"; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, exchange, exercise and replacement of
the Warrant Certificates, and in this Agreement wishes to set forth, among other
things, the form and provisions of the Warrant Certificates and the terms and
conditions on which they may be issued, exchanged, exercised and replaced;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
Issuance of Warrants and Execution
and Delivery of Warrant Certificates
SECTION 1.01. Issuance of Warrants. Warrants shall be initially issued
in connection with the issuance of the Offered Debt Securities [but shall be
separately transferable on and after , 20 (the "Detachable Date")] [shall
not be separately transferable] and each Warrant Certificate shall evidence one
or more Warrants. Each Warrant evidenced thereby shall represent the right,
subject to the provisions contained herein and therein, to purchase a Warrant
Debt Security in the principal amount of $ . Warrant Certificates shall be
initially issued in units with the Offered Debt Securities and each Warrant
Certificate included in such unit shall evidence Warrants for each $
principal amount of Offered Debt Securities included in such unit.
SECTION 1.02. Execution and Delivery of Warrant Certificates. Each
Warrant Certificate, whenever issued, shall be in [bearer] [registered] form
substantially in the form set forth in Exhibit A hereto, shall be dated
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the officers of the Company executing the same may approve (execution
thereof to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of this Agreement, or
as may be required to comply with any law or with any rule or regulation made
pursuant thereto orwith any rule or regulation of any stock exchange on which
the Warrant Certificates may be listed, or to conform to usage. The Warrant
Certificates shall be signed on behalf of the Company by either its President,
one of its Vice Presidents or one of its Assistant Treasurers under its
corporate seal and attested by its Secretary or any of its Assistant
Secretaries. Such signatures may be manual or facsimile signatures of such
authorized officers and may be imprinted or otherwise reproduced on the Warrant
Certificates. The seal of the Company may be in the form of a facsimile thereof
and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.
No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent. Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
issued hereunder.
In case any officer of the Company who shall have signed any of the Warrant
Certificates either manually or by facsimile signature shall cease to be such
officer before the Warrant Certificates so signed shall have been countersigned
and delivered by the Warrant Agent, such Warrant Certificates may be
countersigned and delivered notwithstanding that the person who signed such
Warrant Certificates has ceased to be such officer of the Company; and any
Warrant Certificate may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Warrant Certificate, shall be the
proper officers of the Company, although at the date of the execution of this
Agreement any such person was not such officer.
[If bearer Warrants -- The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean [If Offered Debt Securities with Warrants
which are not immediately detachable, prior to the Detachable Date, the
registered owner of the OfferedDebt Security to which such Warrant Certificate
was initially attached (or the bearer if the Offered Debt Security is a bearer
Debt Security), and after such Detachable Date] the bearer of such Warrant
Certificate.]
[If registered Warrants -- The term "holder" or "holder of a Warrant
Certificate" as used herein shall mean any person in whose name at the time any
Warrant Certificate shall be registered upon the books to be maintained by the
Warrant Agent for that purpose. [If Offered Debt Securities with Warrants which
are not immediately detachable, or upon the register of the Offered Debt
Securities prior to the Detachable Date. The Company will, or will cause the
registrar of the Offered Debt Securities to make available at all times to the
Warrant Agent such information as to holders of the Offered Debt Securities with
Warrants as may be necessary to keep the Warrant Agent's records up to date.]
SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase an aggregate principal amount not exceeding
$ aggregate principal amount of Warrant Debt Securities (except as
provided in Sections 2.03(c), 3.02 and 4.01) may be executed by the Company and
delivered to the Warrant Agent upon the execution of this Warrant Agreement or
from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant
Certificates duly executed on behalf of the Company, countersign Warrant
Certificates evidencing Warrants representing the right to purchase up to $
aggregate principal amount of Warrant Debt Securities and shall deliver such
Warrant Certificates to or upon the order of the Company. Subsequent to such
original issuance of the Warrant Certificates, the Warrant Agent shall
countersign a Warrant
Certificate only if the Warrant Certificate is issued in exchange or
substitution for one or more previously countersigned Warrant Certificates, [If
registered Warrants -- or in connection with their transfer], as hereinafter
provided or as provided in Section 2.03(c).
ARTICLE II
Warrant Price, Duration and Exercise of Warrants
SECTION 2.01. Warrant Price.* [On , 20 the exercise price of each
Warrant is $ . During the period from , 20 through and including ,
20 the exercise price of each Warrant will be $ plus [accrued
amortization of the original issue discount] [accrued interest] from , 20 .
On , 20 the exercise price of * Complete and modify the provisions of
this Section as appropriate to reflect the exact terms of the Offered Warrants
and the Warrant Debt Securities.each Warrant will be $ . During the period
from , 20 , through and including , 20 , the exercise price of each
Warrant will be $ plus [accrued amortization of the original issue discount]
[accrued interest] from , 20 , [in each case, the original issue discount will
be amortized at a % annual rate, computed on an annual basis using a 360-day
year consisting of twelve 30-day months]. Such purchase price of Warrant Debt
Securities is referred to in this Agreement as the "Warrant Price." [The
original issue discount for each $1,000 principal amount of Warrant Debt
Securities is $ ].
SECTION 2.02. Duration of Warrants. Each Warrant evidenced by a Warrant
Certificate may be exercised in whole at any time, as specified herein, on or
after [the date thereof] [ , 20 ] and at or before 5 p.m. time on ,
20 (the "Expiration Date"). Each Warrant not exercised at or before the close
of business on the Expiration Date shall become void, and all rights of the
holder of the Warrant Certificate evidencing such Warrant under this Agreement
shall cease.
SECTION 2.03. Exercise of Warrants.
(a) During the period specified in Section 2.02 any whole
number of Warrants may be exercised by providing certain information
set forth on the reverse side of the Warrant Certificate and by paying
in full, in lawful money of the United States of America, [in cash or
by certified check or official bank check or by bank wire transfer, in
each case,] [by bank wire transfer] in immediately available funds the
Warrant Price for each Warrant exercised to the Warrant Agent at its
corporate trust office [or at ], provided that such exercise is
subject to receipt within five business days of such [payment] [wire
transfer] by the Warrant Agent of the Warrant Certificate with the
form of election to purchase Warrant Debt Securities set forth on the
reverse side of the Warrant Certificate properly completed and duly
executed. The date on which payment in full of the Warrant Price is
received by the Warrant Agent shall, subject to receipt of the Warrant
Certificate as aforesaid, be deemed to be the date on which the
Warrant is exercised. The Warrant Agent shall deposit all funds
received by it in payment of the Warrant Price in an account of the
Company maintained with it and shall advise the Company by telephone
at the end of each day on which a [payment] [wire transfer] for the
exercise of Warrants is received of the amount so deposited to its
account. The Warrant Agent shall promptly confirm such telephone
advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as
promptly as practicable, advise the Company and the Trustee under the
Indenture of (i) the number of Warrants exercised in accordance with
the terms and conditions of this Agreement and the Warrant
Certificates, (ii) the instructions of each holder of the Warrant
Certificates evidencing such Warrants with respect to delivery of the
Warrant Debt Securities to which such holder is entitled up on such
exercise, (iii) delivery of Warrant Certificates evidencing the
balance, if any, of the Warrants remaining after such exercise, and
(iv) such other information as the Company or the Trustee shall
reasonably require.
(c) As soon as practicable after the exercise of any
Warrant, the Company shall issue, pursuant to the Indenture, in
authorized denominations to or upon the order of the holder of the
Warrant Certificate evidencing such Warrant, the Warrant Debt
Securities to which such holder is entitled, [in fully registered
form, registered in such name or names] [in bearer form] as may be
directed by such holder* ;[provided, however, the Company shall not be
required to deliver any unregistered Warrant Debt Securities in the
United States]. If fewer than all of the Warrants evidenced by such
Warrant Certificate were exercised, the Company shall execute, and an
authorized officer of the Warrant Agent shall manually countersign and
deliver, a new Warrant Certificate evidencing the number of such
Warrants remaining unexecuted.
(d) The Company shall not be required to pay any stamp or
other tax or other governmental charge required to be paid in
connection with any transfer involved in the issue of the Warrant Debt
Securities; and in the event that any such transfer is involved, the
Company shall not be required to issue or deliver any Warrant Debt
Security until such tax or other charge shall have been paid or it has
been established to the Company's satisfaction that no such tax or
other charge is due.
[(e) Issuance of unregistered Warrant Debt Securities upon
exercise of Warrants shall be subject to such arrangements and
procedures as shall be provided pursuant to Section of the Indenture.]
ARTICLE III
Other Provisions Relating to Rights
of Holders of Warrant Certificates
SECTION 3.01. No Rights as Warrant Debt Security Holder Conferred by
Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of
Warrant Debt Securities, including, without limitation, the right to receive the
payment of principal of, premium (if any) or interest on Warrant Debt Securities
or to enforce any of the covenants in the Indenture.
* Subject to change in accordance with changes in tax laws and
regulations.
SECTION 3.02. Lost, Stolen, Mutilated or Destroyed Warrant Certificates.
Upon receipt by the Company and the Warrant Agent of evidence reasonably
satisfactory to them of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of indemnity reasonably satisfactory
to them and, in the case of mutilation, upon surrender thereof to the Warrant
Agent for cancellation, then, in the
absence of notice to the Company or the Warrant Agent that such Warrant
Certificate has been acquired by a bona fide purchaser, the Company shall
execute, and an authorized officer of the Warrant Agent shall manually
countersign and deliver, in exchange for or in lieu of the lost, stolen,
destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the
same tenor and evidencing the same number of Warrants. Upon the issuance of any
new Warrant Certificate under this Section, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Warrant Agent) in connection therewith. Every substitute Warrant
Certificate executed and delivered pursuant to this Section in lieu of any lost,
stolen or destroyed Warrant Certificate shall represent an additional
contractual obligation of the Company, whether or not the lost, stolen or
destroyed Warrant Certificate shall be at any time enforceable by anyone, and
shall be entitled to the benefits of this Agreement equally and proportionately
with any and all other Warrant Certificates duly executed and delivered
hereunder. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
of mutilated, lost, stolen or destroyed Warrant Certificates.
SECTION 3.03. Holder of Warrant Certificate May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any holder of a Warrant
Certificate, without the consent of the Warrant Agent, the Trustee, the holder
of any Warrant Debt Securities or the holder of any other Warrant Certificate,
may, in his own behalf and for his own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company suitable to enforce
or otherwise in respect of, his right to exercise the Warrants evidenced by his
Warrant Certificate in the manner provided in his Warrant Certificate and in
this Agreement.
ARTICLE IV
Exchange and Transfer of Warrant Certificates
SECTION 4.01. Exchange and Transfer of Warrant Certificates. [If Offered
Debt Securities with Warrants which are immediately detachable -- Upon] [If
Offered Debt Securities with Warrants which are not immediately detachable --
Prior to the Detachable Date a Warrant Certificate may be exchanged or
transferred only together with the Offered Debt Security to which the Warrant
Certificate was initially attached, and only for the purpose of effecting or in
conjunction with an exchange or transfer of such Offered Debt Security. Prior to
the Detachable Date, each transfer of the Offered Debt Security [on the register
of the Offered Debt Securities] shall operate also to transfer the related
Warrant Certificates. After the Detachable Date upon] surrender at the corporate
trust office of the Warrant Agent [or ], Warrant Certificates evidencing
Warrants may be exchanged for Warrant Certificates in other denominations
evidencing such Warrants [If registered Warrants -- or may be transferred in
whole or in part], provided that such other Warrant Certificates evidence the
same aggregate number of Warrants as the Warrant Certificates so surrendered.
[If registered Warrants - The Warrant Agent shall keep, at its corporate trust
office [and at ], books in which, subject to such reasonable regulations
as it may prescribe, it shall register Warrant Certificates and exchanges and
transfers of outstanding Warrant Certificates, upon the surrender of the Warrant
Certificates to the Warrant Agent at its corporate trust office [or ] for
exchange [or transfer], properly endorsed or accompanied by appropriate
instruments of transfer and written instructions for transfer, all in form
satisfactory to the Company and the Warrant Agent]. No service charge shall be
made for any exchange [or transfer] of Warrant Certificates, but the Company may
require payment of a sum sufficient to cover
any stamp or other tax or other governmental charge that may be imposed in
connection with any such exchange [or transfer]. Whenever any Warrant
Certificates are so surrendered for exchange [or transfer] an authorized officer
of the Warrant Agent shall manually countersign and deliver to the person or
persons entitled thereto a Warrant Certificate or Warrant Certificates duly
authorized and executed by the Company, as so requested. The Warrant Agent shall
not be required to effect any exchange [or transfer] which will result in the
issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number
of full Warrants and a fraction of a Warrant. All Warrant Certificates issued
upon any exchange [or transfer] of Warrant Certificates shall be the valid
obligations of the Company, evidencing the same obligations, and entitled to the
same benefits under this Agreement, as the Warrant Certificates surrendered for
such exchange [or transfer].
SECTION 4.02. Treatment of Holders of Warrant Certificates. [If Offered
Debt Securities with bearer Warrants which are not immediately detachable --
Subject to Section 4.01, each] [If Offered Debt Securities with bearer Warrants
which are immediately detachable -- Each] Warrant Certificate shall be
transferable by delivery and shall be deemed negotiable and the bearer of each
Warrant Certificate may be treated by the Company, the Warrant Agent and all
other persons dealing with such bearer as the absolute owner thereof for any
purpose and as the person entitled to exercise the rights represented by the
Warrants evidenced thereby, any notice to the contrary notwithstanding.] [If
registered Warrants which are not immediately detachable --Every holder of a
Warrant Certificate, by accepting the same, consents and agrees with the
Company, the Warrant Agent and with every subsequent holder of such Warrant
Certificate that until the Warrant Certificate is transferred on the books of
the Warrant Agent [or the register of the Offered Debt Securities prior to the
Detachable Date], the Company and the Warrant Agent may treat the registered
holder as the absolute owner thereof for any purpose and as the person entitled
to exercise the rights represented by the Warrants evidenced thereby, any notice
to the contrary notwithstanding.]
SECTION 4.03. Cancellation of Warrant Certificates. Any Warrant
Certificate surrendered for exchange [transfer] or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company, be delivered to the
Warrant Agent and all Warrant Certificates surrendered or so delivered to the
Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be
reissued and, except as expressly permitted by this Agreement, no Warrant
Certificate shall be issued hereunder in exchange or in lieu thereof. The
Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of cancelled Warrant Certificates in a manner satisfactory to the
Company.
ARTICLE V
Concerning the Warrant Agent
SECTION 5.01. Warrant Agent. The Company hereby appoints as
Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates, upon the terms and subject to the conditions herein set forth, and
hereby accepts such appointment. The Warrant Agent shall have the powers and
authority granted to and conferred upon it in the Warrant Certificates and
hereby and such further powers and authority to act on behalf of the Company as
the Company may hereafter grant to or confer upon it. All of the terms and
provisions with respect to such powers and authority contained in the Warrant
Certificates are subject to and governed by the terms and provisions hereof.
SECTION 5.02. Conditions of Warrant Agent's Obligations. The Warrant
Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the holders from time to time of the Warrant
Certificates shall be subject:
(a) Compensation and Indemnification. The Company agrees promptly to
pay the Warrant Agent the compensation to be agreed upon with the Company
for all services rendered by the Warrant Agent and to reimburse the Warrant
Agent for reasonable out-of-pocket expenses (including counsel fees)
incurred by the Warrant Agent in connection with the services rendered
hereunder by the Warrant Agent. The Company also agrees to indemnify the
Warrant Agent for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on the part of the Warrant
Agent, arising out of or in connection with its acting as Warrant Agent
hereunder, as well as the costs and expenses of defending against any claim
of such liability.
(b) Agent for the Company. In acting under this Warrant Agreement and
in connection with the Warrant Certificates, the Warrant Agent is acting
solely as agent of the Company and does not assume any obligation or
relationship of agency or trust for or with any of the holders of Warrant
Certificates or beneficial owners of Warrants.
(c) Counsel. The Warrant Agent may consult with counsel satisfactory
to it, and the advise of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with the advice of
such counsel.
(d) Documents. The Warrant Agent shall be protected and shall incur no
liability for or in respect of any action taken or thing suffered by it in
reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the
proper parties.
(e) Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest
in, Warrants, with the same rights that it or they would have if it were
not the Warrant Agent hereunder, and, to the extent permitted by applicable
law, it or they may engage or be interested in any financial or other
transaction with the Company and may act on, or as depositary, trustee or
agent for, any committee or body of holders of Warrant Debt Securities or
other obligations of the Company as freely as if it were not the Warrant
Agent hereunder. Nothing in this Warrant Agreement shall be deemed to
prevent the Warrant Agent from acting as Trustee under the Indenture.
(f) No Liability for Interest. The Warrant Agent shall have no
liability for interest on any monies at any time received by it pursuant to
any of the provisions of this Agreement or of the Warrant Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall have no
liability with respect to any invalidity of this Agreement or any of the
Warrant Certificates.
(h) No Responsibility for Representations. The Warrant Agent shall not
be responsible for any of the recitals or representations herein or in the
Warrant
Certificates (except as to the Warrant Agent's countersignature thereon),
all of which are made solely by the Company.
(i) No Implied Obligations. The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read
into this Agreement or the Warrant Certificates against the Warrant Agent.
The Warrant Agent shall not be under any obligations to take any action
hereunder which may tend to subject it to any expense or liability,
reimbursement for which within a reasonable time is not, in its reasonable
opinion, assured to it. The Warrant Agent shall not be accountable or
responsible for the use by the Company of any of the Warrant Certificates
authenticated by the Warrant Agent and delivered by it to the Company
pursuant to this Agreement or for the application by the Company of the
proceeds of the Warrant Certificates. The Warrant Agent shall have no duty
or responsibility in case of any default by the Company in the performance
of its covenants or agreements contained herein or in the Warrant
Certificates or in the case of the receipt of any written demand from a
holder of a Warrant Certificate with respect to such default, including,
without limiting the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any proceedings at law or
otherwise or, except as provided in Section 6.02 hereof, to make any demand
upon the Company.
SECTION 5.03. Resignation and Appointment of Successor.
(a) The Company agrees, for the benefit of the holders from time to
time of the Warrant Certificates, that there shall at all times be a
Warrant Agent hereunder until all the Warrant Certificates are no longer
exercisable.
(b) The Warrant Agent may at any time resign as such agent by giving
written notice to the Company of such intention on its part, specifying the
date on which its desired resignation shall become effective; provided that
such date shall be not less than three months after the date on which such
notice is given unless the Company otherwise agrees. The Warrant Agent
hereunder may be removed at any time by the filing with it of an instrument
in writing signed by or on behalf of the Company and specifying such
removal and the date when it shall become effective. Such resignation or
removal shall take effect upon the appointment by the Company, as
hereinafter provided, of a successor Warrant Agent (which shall be a bank
or trust company authorized under the laws of the jurisdiction of its
organization to exercise corporate trust powers) and the acceptance of such
appointment by such successor Warrant Agent. The obligation of the Company
under Section 5.02(a) shall continue to the extent set forth therein,
notwithstanding the resignation or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall file a petition seeking relief under Title
II of the United States Code, as now constituted or hereafter amended, or
under any other applicable Federal or State bankruptcy law or similar law
or make an assignment for the benefit of its creditors or shall consent to
the appointment of a receiver or custodian of all or any substantial part
of its property, or shall admit in writing its inability to pay or meet its
debts as they mature, or if a receiver or custodian of it or of all or any
substantial part of its property shall be appointed, or if an order of any
court shall be entered for relief against it under the provisions of Title
II of the United States Code, as now constituted or hereafter amended, or
under any
other applicable Federal or State bankruptcy or similar law, or if any
public officer shall have taken charge or control of the Warrant Agent or
of its property or affairs, for the purpose of rehabilitation, conservation
or liquidation, a successor Warrant Agent, qualified as set forth in
subsection (b) above, shall be appointed by the Company by an instrument in
writing, filed with the successor Warrant Agent. Upon the appointment of a
successor Warrant Agent and acceptance by the successor Warrant Agent of
such appointment, the Warrant Agent shall cease to be Warrant Agent
hereunder.
(d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges
and disbursements then unpaid, shall thereupon become obligated to
transfer, deliver and pay over, and such successor Warrant Agent shall be
entitled to receive, all monies, securities and other property on deposit
with or held by such predecessor, as Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent hereunder may be
merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation to which the Warrant Agent shall sell or
otherwise transfer all or substantially all the assets and business of the
Warrant Agent shall be the successor Warrant Agent under this Agreement
without the execution or filing of any paper or any further act on the part
of any of the parties hereto, provided that it shall be qualified as set
forth above in subsection (b).
ARTICLE VI
Miscellaneous
SECTION 6.01 Amendment. This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; provided that such action
shall not adversely affect the interests of the holders of the Warrant
Certificates.
SECTION 6.02. Notices and Demands to the Company and Warrant Agent. If
the Warrant Agent shall receive any notice or demand addressed to the Company by
the holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.
SECTION 6.03. Addresses. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to ,
Attention: , and any communications from the Warrant Agent to the
Company with respect to this Agreement shall be addressed to ,
Attention: (or such other address as shall be specified in writing by
the Warrant Agent or by the Company).
SECTION 6.04. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and
of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of .
SECTION 6.05. Delivery of Prospectus. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus relating to the Warrant Debt
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with the delivery of the Warrant Debt Securities issued
upon such exercise, a Prospectus.
SECTION 6.06. Obtaining of Governmental Approvals. The Company will from
time to time take all action which may be necessary to obtain and keep effective
any and all permits, consents and approvals of governmental agencies and
authorities and securities acts filings under United States Federal and State
laws (including without limitation a registration statement in respect of the
Warrants and Warrant Debt Securities under the Securities Act of 1933), which
may be or become requisite in connection with the issuance, sale, transfer and
delivery of the Warrant Certificates, the exercise of the Warrants, the
issuance, sale, transfer and delivery of the Warrant Debt Securities issued upon
exercise of the Warrants or upon the expiration of the period during which the
Warrants are exercisable.
SECTION 6.07. Persons Having Rights under Warrant Agreement. Nothing in
this Agreement expressed or implied and nothing that may be inferred from any of
the provisions hereof is intended, or shall be construed, to confer upon, or
give to, any person or corporation other than the Company, the Warrant Agent and
the holders of the Warrant Certificates any right, remedy or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise or
agreement hereof; and all covenants, conditions, stipulations, promises and
agreements in this Agreement contained shall be for the sole and exclusive
benefit of the Company and the Warrant Agent and their Successors and of the
holders of the Warrant Certificates.
SECTION 6.08. Headings. The descriptive headings of the several Articles
and Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
SECTION 6.09. Counterparts. This Agreement may be executed in any number
of counterparts, each of which as so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.
SECTION 6.10. Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of the
Warrant Agent for inspection by the holder of any Warrant Certificate. The
Warrant Agent may require such holder to submit his Warrant Certificate for
inspection by it.
IN WITNESS WHEREOF, HSBC Finance Corporation has caused this Agreement to be
signed by one of its duly authorized officers, and its corporate seal to be
affixed hereunto, and the same to be attested by its Secretary or one of its
Assistant Secretaries, all as of the day and year first above written.
HSBC FINANCE
CORPORATION
By:
-----------------------------------
AS WARRANT AGENT
Attest:
------------------------
By:
-----------------------------------
Attest:
------------------------
EXHIBIT A
(FORM OF WARRANT CERTIFICATE)
[Face of Warrant Certificate]
[Form of Legend if Prior to this _________________Warrant Certificate
cannot Debt Securities with be transferred or exchanged - _______________unless
attached to a [Title Warrants which are not of Offered Debt Securities] -
______________________ immediately detachable:- ______________________
Exercisable Only if Countersigned By the Warrant
Agent as Provided Herein
Warrant Certificates representing Warrants to purchase [Title of Warrant
Debt Securities] as described herein.
HSBC FINANCE CORPORATION
Warrants to Purchase
[Title of Warrant Debt Securities]
Void After 5 P.M.
Time on, 20
[No.] Warrants
This certifies that [the bearer is the] [ or registered assigns is the
registered] owner of the above-indicated number of Warrants, each Warrant
entitling such [bearer] [owner] to purchase, at any time [after 5 P.M.
time on , 20 and] on or before 5 P.M. time on , 20 , $
principal amount of [Title of Warrant Debt Securities] (the "Warrant Debt
Securities"), of HSBC Finance Corporation (the "Company"), issued and to be
issued under the Indenture (as hereinafter defined), on the following basis:*
[on , 20 the exercise price of each Warrant is $ ; during the period
from , 20 , through and including * Complete and modify the
following provision as appropriate to reflect the exact terms of the Offered
Warrants and the Warrant Debt Securities. , 20 , the exercise price of
each Warrant will be $ plus [accrued amortization of the original issue
discount] [accrued interest] from, 20 ; on , 20 the exercise
price of each Warrant will be $ ; during the period from , 20 ,
through and including ,20 the exercise price of each Warrant will be
$ plus [accrued amortization of the original issue discount] [accrued
interest] from ,20 ; [in each case, the original issue discount will
be amortized at a % annual rate, computed on an annual basis, using a 360-day
year consisting of twelve 30-day months] (the "Warrant Price"). [The original
issue discount for each $1,000 principal amount of Warrant Debt Securities is
$ .] The holder may exercise the Warrants evidenced hereby by providing
certain information set forth on the back hereof and by paying in full in lawful
money of the United States of America, [in cash or by certified check or
official bank check or by bank wire transfer, in each case,] [by bank wire
transfer] in immediately available funds, the Warrant Price for each Warrant
exercised to the Warrant Agent (as hereinafter defined) and by surrendering this
Warrant Certificate, with the purchase form on the back hereof duly executed at
the corporate trust office of [name of Warrant Agent], or its successor as
warrant agent (the "Warrant Agent"), [or ] at the address specified on the
reverse hereof and upon compliance with and subject to the conditions set forth
herein and in the Warrant Agreement (as hereinafter defined).
Any whole number of Warrants evidenced by this Warrant Certificate may be
exercised to purchase Warrant Debt Securities in registered form in
denominations of $ and any integral multiples thereof. Upon any exercise of
fewer than all of the Warrants evidenced by this Warrant Certificate, there
shall be issued to the holder hereof a new Warrant Certificate evidencing the
number of Warrants remaining unexercised.
This Warrant Certificate is issued under and in accordance with the Warrant
Agreement, dated as of , 20 (the "Warrant Agreement"), between the
Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
holder of this Warrant Certificate consents by acceptance hereof. Copies of the
Warrant Agreement are on file at the above-mentioned office of the Warrant Agent
[and at ].
The Warrant Debt Securities to be issued and delivered upon the exercise of
the Warrants evidenced by this Warrant Certificate will be issued under and in
accordance with an Indenture dated as of (the "Indenture"), between the
Company and , a organized and existing under the laws of , as
Trustee, ( and any successor to such Trustee being hereinafter referred to as
the "Trustee") and will be subject to the terms and provisions contained in the
Indenture. [In particular, issuance of unregistered Warrant Debt Securities upon
exercise of Warrants shall be subject to such arrangements and procedures as
shall be provided pursuant to Section of the Indenture.] Copies of the Indenture
and the form of the Warrant Debt Securities are on file at the corporate office
of the Trustee [and at ].
[If Offered Debt Securities with bearer Warrants which are not immediately
detachable -- Prior to , 20 this Warrant Certificate may be
exchanged or transferred only together with the [Title of Offered Debt
Securities] ("Offered Debt Securities") to which this Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Debt Security. After such date,
this [If Offered Debt Securities with bearer Warrants which are immediately
detachable -- This] Warrant Certificate, and all rights hereunder, may be
transferred by delivery, and the Company and the Warrant Agent may treat the
bearer hereof as the owner for all purposes.]
[If Offered Debt Securities with registered Warrants which are not
immediately detachable -- Prior to , 20 this Warrant Certificate may be
exchanged or transferred only together with the [Title of Offered Debt
Securities] ("Offered Debt Securities") to which this Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Debt Security. After such date,
this [If Offered Debt Securities with registered Warrants which are immediately
detachable -- This] Warrant Certificate may be transferred when surrendered at
the corporate trust office of the Warrant Agent [or ] by the registered
owner or his assigns, in person or by an attorney duly authorized in writing, in
the manner and subject to the limitations provided in the Warrant Agreement.]
[If Offered Debt Securities with Warrants which are not immediately
detachable -- Except as provided in the immediately preceding paragraph, after]
[If Offered Debt
Securities with Warrants which are immediately detachable -- After]
countersignature by the Warrant Agent and prior to the expiration of this
Warrant Certificate, this Warrant Certificate may be exchanged at the corporate
t rust office of the Warrant Agent for Warrant Certificates representing the
same aggregate number of Warrants. This Warrant Certificate shall not entitle
the holder hereof to any of the rights of a holder of the Warrant Debt
Securities, including, without limitation, the right to receive payments of
principal of (premium, if any) or interest, if any, on the Warrant Debt
Securities or to enforce any of the covenants of the Indenture.
This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
Dated as of , 20 .
HSBC FINANCE
CORPORATION
By:
-----------------------------------
AS WARRANT AGENT
Attest:
--------------------
Countersigned:
----------------------------
By:
-----------------------------------
AUTHORIZED SIGNATURE
[Reverse of Warrant Certificate]
(Instructions for Exercise of Warrant)
To exercise the Warrants evidenced hereby, the holder must pay [in cash or
by certified check or official bank check or by bank wire transfer] [by bank
wire transfer] in immediately available funds the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent] Corporate Trust Department
[insert address of Warrant Agent], Attn. [or ], which [payment]
[wire transfer] must specify the name of the holder and the number of Warrants
exercised by such holder. In addition, the holder must complete the information
required below and present this Warrant Certificate in person or by mail
(registered mail is recommended) to the Warrant Agent at the addresses set forth
below. This Warrant Certificate, completed and duly executed, must be received
by the Warrant Agent within five business days of the [payment] [wire transfer].
[Form of Election to Purchase]
(to be executed upon exercise of Warrant)
The undersigned hereby irrevocably elects to exercise Warrants, evidenced
by this Warrant Certificate, to purchase $ principal amount of the [Title of
Debt Securities] (the "Warrant Debt Securities") of and represents
that he has tendered payment for such Warrant Debt Securities [in cash or by
certified check or official bank check or by bank wire transfer, in each case,]
[by bank wire transfer] in immediately available funds to the order of HSBC
Finance Corporation c/o [insert name and address of Warrant Agent] in the amount
of $ in accordance with the terms hereof. The undersigned
requests that said principal amount of Warrant Debt Securities be in [bearer
form in the authorized denominations] [fully registered form in the authorized
denominations, registered in such names and delivered] all as specified in
accordance with the instructions set forth below.
If the number of Warrants exercised is less than all of the Warrants
evidenced hereby, the undersigned requests that a new Warrant Certificate
representing the remaining Warrants evidenced hereby be issued and delivered to
the undersigned unless otherwise specified in the instructions below.
Dated:
-----------------------------
Name:
----------------------------- ----------------------------------
(PLEASE PRINT)
(Insert Social Security or
Other Identifying Number
of Holder)
Address:
----------------------------------
----------------------------------
Signature
----------------------------------
The Warrants evidenced hereby may be exercised at the following addresses:
By hand at
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By mail at
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(Instructions as to form and delivery of Warrant Debt Securities and, if
applicable, Warrant Certificates evidencing unexercised Warrants.)
Reverse of Warrant Certificate
*[Certificate for Delivery of Bearer Bonds]
HSBC FINANCE CORPORATION
Warrant Debt Securities
TO: HSBC FINANCE CORPORATION
This certificate is submitted in connection with our request that you
deliver to us $ principal amount of Warrant Debt Securities in bearer form upon
exercise of Warrants. We hereby certify that either (a) none of such Warrant
Debt Securities will be held by or on behalf of a United States Person, or (b)
if a United States Person will have a beneficial interest in such Warrant Debt
Securities, such person is described in Section 165 (j)(3)(A), (B) or (C) of the
United States Internal Revenue Code of 1954, as amended, and the regulations
thereunder. As used herein, "United States Person" means a citizen or resident
of the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof or an estate or trust whose income from sources without the United
States is includible in gross income for United States Federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States.
We understand that this certificate is required in connection with certain
tax legislation in the United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings.
Dated: (Please print name)
--------------------------------
*Subject to changes in accordance with changes in tax laws and regulations.
[If registered Warrant]
ASSIGNMENT
(Form of Assignment to be Executed if Holder Desires
to Transfer Warrants Evidenced Hereby)
FOR VALUE RECEIVED
hereby sells, assigns and transfers unto
Please insert social security
or other identifying number
--------------------------------
Please print name and address
including zip code)
--------------------------------
--------------------------------
the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint Attorney, to transfer said Warrant
Certificate on the books of the Warrant Agent with full power of substitution in
the premises.
Dated Signature
------------------------------
(Signature must conform in all
respects to name of holder as
specified on the face of this Warrant
Certificate and must bear a
signature guarantee by a bank, trust
company or member broker of the
New York Stock Exchange.)
Signature Guaranteed
----------------------------
