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HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
Debt Securities and Warrants to Purchase Debt Securities
HOUSEHOLD INTERNATIONAL, INC.
Guarantor
Underwriting Agreement
[Name(s) of Representative(s)]
[Address]
________________, 199__
Dear Sirs:
From time to time, Household International Netherlands B.V.
(the "Company") proposes to enter into one or more Pricing Agreements (each a
"Pricing Agreement" and together the "Pricing Agreements") in the form of Annex
I hereto, with such additions and deletions as the parties thereto may
determine, and, subject to the terms and conditions stated herein and therein,
to issue and sell to the underwriters named in Schedule I to the applicable
Pricing Agreement (with respect to each such Pricing Agreement, the
"Underwriters") certain of its debt securities (the "Debt Securities") and, if
applicable, warrants to purchase Debt Securities (the "Warrants") specified in
Schedule II to such Pricing Agreement (with respect to each such Pricing
Agreement, the "Designated Debt Securities" and the "Designated Warrants").
The Debt Securities will be unconditionally guaranteed (the "Guarantees") as to
the payment of principal, premium, if any, and interest by Household
International, Inc. (the "Guarantor").
The terms and rights of any particular issuance of Designated
Debt Securities shall be as specified in the applicable Pricing Agreement and
in the indenture, as it may be supplemented from time to time (the
"Indenture"), identified in such Pricing Agreement. The terms and rights of
any particular issuance of Designated Warrants shall be as specified in the
applicable Pricing Agreement and in the warrant agreement (the "Warrant
Agreement") identified in such Pricing Agreement. Each Pricing Agreement shall
constitute an agreement by the Company, the Guarantor and the Underwriters to
be bound by all of the provisions of this Underwriting Agreement.
1. Particular sales of Designated Debt Securities and
Designated Warrants may be made from time to time to the Underwriters of such
Debt Securities and Warrants for whom the
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firms designated as representatives of the Underwriters of such Debt Securities
and Warrants in the Pricing Agreement relating thereto will act as
representatives (the "Representatives"). The term "Representatives" also
refers to a single firm acting as sole representative of the Underwriters and
to Underwriters who act without any firm being designated as their
representative. This Underwriting Agreement shall not be construed as an
obligation of the Company to sell any of the Debt Securities or Warrants or as
an obligation of any of the Underwriters to purchase any of the Debt Securities
or Warrants. The obligation of the Company to issue and sell any of the Debt
Securities or Warrants shall be evidenced by the Pricing Agreement with respect
to the Designated Debt Securities and Designated Warrants specified therein.
Each Pricing Agreement shall specify the aggregate principal amount of such
Designated Debt Securities and the number of Designated Warrants, the public
offering price of such Designated Debt Securities, the purchase price to the
Underwriters of such Designated Debt Securities, the names of the Underwriters
of such Designated Debt Securities, the names of the Representatives of such
Underwriters and the principal amount of such Designated Debt Securities and
the number of Designated Warrants to be purchased by each Underwriter, whether
any of such Designated Debt Securities and Designated Warrants are to be
purchased from the Company pursuant to delayed delivery contracts on terms to
be specified in the Pricing Agreement and such contracts ("Delayed Delivery
Contracts") and shall set forth the date, time and manner of delivery of such
Designated Debt Securities and Designated Warrants and payment for such
Designated Debt Securities and Designated Warrants. The Pricing Agreement
shall also specify (to the extent not set forth in the registration statement
and prospectus with respect thereto) the terms of such Designated Debt
Securities and Designated Warrants. A Pricing Agreement shall be in the form
of an executed writing (which may be in counterparts), and may be evidenced by
an exchange of telegraphic communications or any other rapid transmission
device designed to produce a written record of communications transmitted. The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.
2. The Company and the Guarantor jointly and severally
represent and warrant to, and agree with, each of the Underwriters that:
(a) A registration statement (Registration No. 33- )
in respect of the Debt Securities, the Warrants and the Guarantees has
been filed with the Securities and Exchange Commission (the
"Commission") in the form heretofore delivered or to be delivered to
the Representatives and, excluding exhibits to such
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registration statement, but including all documents incorporated by
reference therein, to the Representatives for each of the other
Underwriters and such registration statement in such form has been
declared effective by the Commission and no stop order suspending the
effectiveness of such registration statement has been issued and no
proceeding for that purpose has been initiated or threatened by the
Commission (any preliminary prospectus included in such registration
statement being hereinafter called a "Preliminary Prospectus"; such
registration statement, including all exhibits thereto but excluding
each Form T-1, as amended at the time such registration statement or
any part thereof became effective, being hereinafter called the
"Registration Statement"; the prospectus included in the Registration
Statement, in the form in which it has most recently been filed with,
or transmitted for filing to, the Commission pursuant to Rule 424 of
Regulation C on or prior to the date of this Agreement being
hereinafter called the "Prospectus"); any reference herein to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to
and include the documents, if any, incorporated by reference therein
pursuant to the applicable form under the Securities Act of 1933, as
amended (the "Act"), as of the date of such Preliminary Prospectus or
Prospectus, as the case may be; any reference to any amendment or
supplement to any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include any documents filed after the date of
such Preliminary Prospectus or Prospectus, as the case may be, under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and so incorporated by reference; and any reference to the Prospectus
as amended or supplemented shall be deemed to refer to the Prospectus
as amended or supplemented in relation to the applicable Designated
Debt Securities and Designated Warrants in the form in which it is
filed with the Commission pursuant to Rule 424 under the Act in
accordance with Section 5(a) hereof including any documents
incorporated by reference therein as of the date of such filing or
transmission;
(b) The documents incorporated by reference in the
Prospectus, when they became effective or were filed with Commission,
as the case may be, conformed in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and the
rules and regulations of the Commission thereunder, and none of such
documents contained an untrue statement of a
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material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; and any further documents so filed and incorporated by
reference in the Prospectus and in the Prospectus as amended or
supplemented, when they become effective or are filed with the
Commission, as the case may be, will conform in all material respects
to the requirements of the Act or the Exchange Act, as applicable, and
the rules and regulations of the Commission thereunder and will not
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this
representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information
furnished in writing to the Company or the Guarantor by an Underwriter
of Designated Debt Securities and Designated Warrants through the
Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Debt Securities and Warrants;
(c) The Registration Statement and the Prospectus conform,
and any amendments or supplements thereto will conform, in all
material respects to the requirements of the Act and the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the
rules and regulations of the Commission thereunder; the Registration
Statement and any amendment thereof (including the filing of any
annual report on Form 10-K) at the time it became effective, did not
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; and the Prospectus, at the time the
Registration Statement became effective did not, as of the date hereof
does not and as of the Time of Delivery (as hereinafter defined) will
not, contain an untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Company
or the Guarantor by an Underwriter of Designated Debt Securities and
Designated Warrants through the Representatives expressly for use in
the
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Prospectus as amended or supplemented relating to such Debt Securities
and Warrants;
(d) The financial statements of the Guarantor included or
incorporated by reference in the Registration Statement present fairly
the financial position of the Guarantor and subsidiaries as of the
dates indicated and the results of operations and changes in financial
position for the periods specified, and said financial statements have
been prepared in conformity with generally accepted accounting
principles applied on a basis which is consistent in all material
respects during the periods involved;
(e) Since the date of the latest audited financial statements
in the Prospectus there has not been any material change in the
capital stock or long-term debt of the Guarantor (except for changes
resulting from the purchase by the Guarantor of its outstanding
securities for sinking fund purposes) or any material adverse change
in the general affairs or management or the consolidated financial
position, shareholders' equity or results of operations of the
Guarantor and its subsidiaries, taken as a whole, otherwise than as
set forth or contemplated in the Prospectus;
(f) The Guarantor and its significant subsidiaries, within
the meaning of Rule 1-02 of Regulation S-X under the Act (the
"Significant Subsidiaries") are validly organized and existing
corporations under the laws of their respective jurisdictions of
incorporation; and the Guarantor and its Significant Subsidiaries are
duly authorized to conduct in the various jurisdictions in which they
do business the respective businesses therein conducted by them as
described in the Prospectus, except where failure to be so authorized
or permitted will not have a material adverse effect on the business
or consolidated financial condition of the Guarantor and its
subsidiaries taken as a whole;
(g) There are no legal or governmental proceedings pending,
other than those referred to in the Prospectus, to which the Guarantor
or any of its subsidiaries is a party or of which any property of the
Guarantor or any of its subsidiaries is the subject, other than
proceedings which are not reasonably expected, individually or in the
aggregate, to have a
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material adverse effect on the consolidated financial position,
shareholders' equity or results of operations of the Guarantor and its
subsidiaries taken as a whole; and, to the best of the Company's and
the Guarantor's respective knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened
by others;
(h) The Debt Securities and the Warrants have been duly
authorized, and, when issued and delivered pursuant to this Agreement,
the Pricing Agreement and any Delayed Delivery Contracts will have
been duly executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the Company
entitled to the benefits provided by the Indenture and the Warrant
Agreement under which such Debt Securities and Warrants are to be
issued, the Indenture and the Warrant Agreement to be substantially in
the forms filed as exhibits to the Registration Statement; the
Guarantees of the Debt Securities have been duly authorized by the
necessary corporate action and, upon the execution, authentication,
issuance and delivery of the Debt Securities and payment therefor, the
Guarantees will be valid and binding obligations of the Guarantor; the
Indenture has been duly authorized and, when executed and delivered by
the Company, the Guarantor and the Trustee thereunder, the Indenture
will constitute a valid and legally binding instrument enforceable in
accordance with its terms except as enforceability may be limited by
bankruptcy, insolvency, reorganization or other laws relating to or
affecting the enforcement of creditors' rights or by general
principles of equity; and the Debt Securities, the Warrants, the
Guarantees, the Indenture and the Warrant Agreement conform to the
descriptions thereof in the Prospectus as originally filed with the
Commission, and will conform to the descriptions thereof in the
Prospectus as amended or supplemented;
(i) The issue and sale of the Debt Securities and the
Warrants and compliance by the Company with all of the provisions of
the Debt Securities, the Warrants, the Indenture, the Warrant
Agreement, this Agreement, any Pricing Agreement and any Delayed
Delivery Contracts will not conflict with or result in a breach of any
of the terms or provisions of, or constitute a default under, or
result in the creation or imposition of any lien, charge or
encumbrance upon any of the property or assets of the Company or any
of its subsidiaries pursuant to the terms of any indenture,
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mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Company or any of its subsidiaries is a party
or by which the Company or any of its subsidiaries may be bound or to
which any of the property or assets of the Company or any of its
subsidiaries is subject (except for conflicts, breaches and defaults
which would not, individually or in the aggregate, be materially
adverse to the Company and its subsidiaries taken as a whole or
materially adverse to the transactions contemplated by this
Agreement), nor will such action result in any violation of the
provisions of the Certificate or Articles of Incorporation, as
amended, or the By-Laws of the Company or any of its subsidiaries or
any statute or any order, rule or regulation applicable to the Company
or any of its subsidiaries of any court or of any regulatory authority
or other governmental body having jurisdiction over the Company or any
of its subsidiaries; and no consent, approval, authorization, order,
registration or qualification of or with any court or any such
regulatory authority or other governmental body is required for the
issue and sale of the Debt Securities and the Warrants or the
consummation of the other transactions contemplated in this Agreement,
any Pricing Agreement, or any Delayed Delivery Contracts except the
registration under the Act of the Debt Securities, the Warrants and
the Guarantees, the qualification of the Indenture under the Trust
Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under State
securities or Blue Sky laws in connection with the purchase and
distribution of the Debt Securities, the Warrants and the Guarantees
by the Underwriters; and
(j) The issue of the Guarantees and compliance by the
Guarantor with all of the provisions of the Guarantees, the Indenture,
this Agreement, any Pricing Agreement and any Delayed Delivery
Contracts will not conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under, or result in
the creation or imposition of any lien, charge or encumbrance upon any
of the property or assets of the Guarantor or any of its subsidiaries
pursuant to the terms of any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Guarantor or
any of its subsidiaries is a party or by which the Guarantor or any of
its subsidiaries may be bound or to which any of the property or
assets of the Guarantor or any of its
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subsidiaries is subject (except for conflicts, breaches and defaults
which would not, individually or in the aggregate, be materially
adverse to the Guarantor and its subsidiaries taken as a whole or
materially adverse to the transactions contemplated by this
Agreement), nor will such action result in any violation of the
provisions of the Certificate or Articles of Incorporation, as
amended, or the By-Laws of the Guarantor or any of its subsidiaries or
any statute or any order, rule or regulation applicable to the
Guarantor or any of its subsidiaries of any court or of any Federal,
State or other regulatory authority or other governmental body having
jurisdiction over the Guarantor or any of its subsidiaries; and no
consent, approval, authorization, order, registration or qualification
of or with any court or any such regulatory authority or other
governmental body is required for the issue of the Guarantees or the
consummation of the other transactions contemplated in this Agreement,
any Pricing Agreement, or any Delayed Delivery Contracts except the
registration under the Act of the Debt Securities, the Warrants and
the Guarantees, the qualification of the Indenture under the Trust
Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under State
securities or Blue Sky laws in connection with the purchase and
distribution of the Debt Securities, the Warrants and the Guarantees
by the Underwriters; and
(k) Arthur Andersen & Co., who have certified certain
financial statements included or incorporated by reference in the
Registration Statement and the Prospectus, are independent public
accountants as required by the Act and the rules and regulations of
the Commission thereunder.
3. Upon the execution of the Pricing Agreement applicable to
any Designated Debt Securities and Designated Warrants and authorization by the
Representatives of the release of such Designated Debt Securities and
Designated Warrants, the several Underwriters propose to offer such Designated
Debt Securities and Designated Warrants for sale upon the terms and conditions
set forth in the Prospectus and any amendment or supplement thereto relating to
such Designated Debt Securities and Designated Warrants.
4. Designated Debt Securities and Designated Warrants to be
purchased by each Underwriter pursuant to the Pricing Agreement relating
thereto, in definitive form to the extent
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practicable, and in such authorized denominations and registered in such names
as the Representatives may request upon at least forty-eight hours' prior
notice to the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by certified or
official bank check or checks, payable to the order of the Company in the funds
specified in such Pricing Agreement, all at the place and time and date
specified in such Pricing Agreement or at such other place and time and date as
the Representatives and the Company may agree upon in writing, such time and
date being herein called the "Time of Delivery" for such Designated Debt
Securities and Designated Warrants.
5. The Company and the Guarantor hereby agree with each of
the Underwriters of any Designated Debt Securities and Designated Warrants:
(a) To make no further amendment or any supplement to the
Registration Statement or Prospectus as amended or supplemented after
the date of the Pricing Agreement relating to such Debt Securities and
Warrants and prior to the Time of Delivery for such Debt Securities
and Warrants which shall be disapproved by the Representatives
promptly after reasonable notice thereof; to advise the
Representatives promptly of any such amendment or supplement after
such Time of Delivery and furnish the Representatives with copies
thereof and to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company or the
Guarantor with the Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act for so long as the delivery of a prospectus is
required in connection with the offering or sale of such Debt
Securities and Warrants, and during such same period to advise the
Representatives, promptly after receipt of notice thereof, of the time
when any amendment to the Registration Statement has been filed or
becomes effective or any supplement to the Prospectus or any amended
Prospectus has been filed or transmitted for filing, of the issuance
by the Commission of any stop order or of any order preventing or
suspending the use of any Prospectus, of the suspension of the
qualification of such Debt Securities and Warrants or the Guarantees
for offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or of any request
by the Commission for the amending or supplementing of the
Registration Statement or Prospectus or for additional information;
and in the event of the
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issuance of any such stop order or of any such order preventing or
suspending the use of any Prospectus or suspending any such
qualification, to use promptly their best efforts to obtain its
withdrawal;
(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Debt
Securities, Warrants and Guarantees for offering and sale under the
securities laws of such jurisdictions within the United States as the
Representatives may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the
distribution of such Debt Securities, Warrants and Guarantees,
provided that in connection therewith neither the Company nor the
Guarantor shall be required to qualify as a foreign corporation or to
file a general consent to service of process in any jurisdiction;
(c) To furnish the Underwriters with copies of the Prospectus
as amended or supplemented in such quantities as the Representatives
may from time to time reasonably request, and, if the delivery of a
prospectus is required at any time in connection with the offering or
sale of such Debt Securities and Warrants and if at such time any
event shall have occurred as a result of which the Prospectus as then
amended or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not
misleading, or, if for any other reason it shall be necessary during
such same period to amend or supplement the Prospectus or to file
under the Exchange Act any document incorporated by reference in the
Prospectus in order to comply with the Act, the Exchange Act or the
Trust Indenture Act, to notify the Representatives and upon their
request to file such document and to prepare and furnish without
charge to each Underwriter and to any dealer in securities as many
copies as the Representatives may from time to time reasonably request
of an amended Prospectus or a supplement to the Prospectus which will
correct such statement or omission or effect such compliance;
(d) To make generally available to the Guarantor's security
holders as soon as practicable, but in any event not later than ninety
days after the
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close of the period covered thereby, an earnings statement of the
Guarantor and its subsidiaries (which need not be audited) complying
with Section 11(a) of the Act and covering a period of at least twelve
consecutive months beginning not later than the first day of the
fiscal quarter following the Time of Delivery; and
(e) During the period beginning from the date of the Pricing
Agreement for such Designated Debt Securities and Designated Warrants
and continuing to and including the later of (i) the termination of
trading restrictions on such Designated Debt Securities and Designated
Warrants, as notified to the Company or the Guarantor by the
Representatives and (ii) the Time of Delivery for such Designated Debt
Securities and Designated Warrants, not to offer, sell, contract to
sell or otherwise dispose of any debt securities of the Company or the
Guarantor (except for Debt Securities issued upon exercise of warrants
and except for debt securities of the Company which may be issued in
Canada) which mature more than nine months after such Time of Delivery
and which are substantially similar to such Designated Debt
Securities, without the prior written consent of the Representatives,
provided, however, that in no event shall the foregoing period extend
more than fifteen calendar days from the date of the Pricing
Agreement.
6. The Company and the Guarantor covenant and agree with the
several Underwriters that the Company or the Guarantor will pay or cause to be
paid the following: (i) the fees, disbursements and expenses of the Company's
and the Guarantor's respective counsel and accountants in connection with the
registration of the Debt Securities, the Warrants and the Guarantees under the
Act and all other expenses in connection with the preparation, printing and
filing of the Registration Statement, any Preliminary Prospectus and the
Prospectus and amendments and supplements thereto and the mailing and
delivering of copies thereof to the Underwriters and dealers; (ii) the cost of
printing or reproducing this Agreement, any Pricing Agreement, any Delayed
Delivery Contract, any Indenture and supplements thereto, any Warrant Agreement
and amendments thereto, and any Blue Sky Survey and Legal Investment
Memorandum; (iii) all expenses in connection with the qualification of the Debt
Securities, the Warrants and the Guarantees for offering and sale under state
securities laws as provided in Section 5(b) hereof, including the fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky Survey and Legal Investment
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Memorandum; (iv) any fees charged by securities rating services for rating the
Debt Securities; (v) any filing fees incident to any required review by the
National Association of Securities Dealers, Inc. of the terms of the sale of
the Debt Securities and the Warrants; (vi) the cost of preparing the Debt
Securities and the Warrants; (vii) the fees and expenses of any Trustee and any
agent of any Trustee, the fees and expenses of any warrant agent, and the fees
and disbursements of counsel for any Trustee or any warrant agent in connection
with any Indenture, Warrant Agreement, the Debt Securities and the Warrants;
and (viii) all other costs and expenses incident to the performance of their
respective obligations hereunder which are not otherwise specifically provided
for in this Section. It is understood, however, that, except as provided in
this Section, Section 8 and Section 11 hereof, the Underwriters will pay all of
their own costs and expenses, including the fees of their counsel, transfer
taxes on resale of any of the Debt Securities or Warrants by them, and any
advertising expenses connected with any offers they may make.
7. The obligations of the Underwriters of any Designated Debt
Securities and any Designated Warrants hereunder shall be subject, in their
discretion, to the condition that all representations and warranties and other
statements of the Company herein are, at and as of the Time of Delivery for
such Designated Debt Securities and Designated Warrants, true and correct, the
condition that the Company shall have performed all of its obligations
hereunder theretofore to be performed, and the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceeding for
that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of
the Commission shall have been complied with to the Representatives'
reasonable satisfaction;
(b) Counsel for the Underwriters shall have furnished to the
Representatives such opinion or opinions, dated the Time of Delivery
for such Designated Debt Securities and Designated Warrants, with
respect to the incorporation of the Guarantor, the validity of the
Indenture, the Designated Debt Securities, the Designated Warrants,
the Guarantees, the Warrant Agreement, the Registration Statement, the
Prospectus as amended or supplemented and other related matters as the
Representatives may reasonably request and such counsel shall have
received such papers and
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information as they may reasonably request to enable them to pass upon
such matters;
(c) Counsel for the Company shall have furnished to you his
written opinion, dated the Time of Delivery, in form and substance
satisfactory to you, to the effect that:
(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation;
(ii) The Company and its subsidiaries are duly
authorized to conduct in the various jurisdictions in which
they do business the respective businesses therein conducted
by them as described in the Prospectus, except where failure
to be so permitted or failure to be so authorized will not
have a material adverse effect on the business or consolidated
financial condition of the Company and its subsidiaries taken
as a whole;
(iii) This Agreement and the Pricing Agreement with
respect to the Designated Debt Securities and the Designated
Warrants have been duly authorized, executed and delivered by
the Company;
(iv) Each Delayed Delivery Contract has been duly
authorized, executed and delivered by the Company and is a
valid and legally binding agreement of the Company in
accordance with its terms;
(v) The Indenture and the Warrant Agreement have
been duly authorized, executed and delivered by the Company,
and constitute valid and legally binding instruments of the
Company enforceable in accordance with their respective terms
except as enforcement of the provisions thereof may be limited
by bankruptcy, insolvency, reorganization or other laws
relating to or affecting the enforcement of creditors' rights
or by general principles of equity;
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(vi) The Designated Debt Securities and the
Designated Warrants have been duly authorized and executed
and, when the Designated Debt Securities and the Designated
Warrants have been duly authenticated, issued and delivered
against payment of the agreed consideration therefor, the
Designated Debt Securities and the Designated Warrants will
constitute valid and legally binding obligations of the
Company and, with like exception as noted in subdivision (vi)
above, will be entitled to the benefits provided by the
Indenture and the Warrant Agreement; and the Designated Debt
Securities, the Designated Warrants, the Indenture and the
Warrant Agreement conform to the descriptions thereof in the
Prospectus as amended or supplemented; and
(vii) The issue and sale of the Designated Debt
Securities and the Designated Warrants, and the compliance of
the Company with all of the provisions of the Designated Debt
Securities, the Designated Warrants, the Indenture, the
Warrant Agreement and this Agreement, will not conflict with
or result in a breach of any of the terms or provisions of, or
constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any of the
property or assets of the Company or any of its subsidiaries
pursuant to the terms of, any indenture, mortgage, deed of
trust, loan agreement, or other agreement or instrument, known
to such counsel to which the Company or any of its
subsidiaries is a party or by which the Company or any of its
subsidiaries may be bound or to which any of the property or
assets of the Company or any of its subsidiaries is subject
(except for conflicts, breaches and defaults which would not,
individually or in the aggregate, be materially adverse to the
Company and its subsidiaries taken as a whole or materially
adverse to the transactions contemplated by this Agreement),
nor will such action result in any violation of the provisions
of the Certificate or Articles of Incorporation, as amended,
or the By-Laws of the Company or any of its subsidiaries or,
to the best of such
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counsel's knowledge, any statute or any order, rule or
regulation applicable to the Company or any of its
subsidiaries of any court or of any regulatory authority
or other governmental body having jurisdiction over the
Company or any of its subsidiaries; and no consent, approval,
authorization, order, registration or qualification of or with
any court or any such regulatory authority or other
governmental body is required for the issue and sale of the
Designated Debt Securities and Designated Warrants or the
consummation of the other transactions contemplated in this
Agreement and the Pricing Agreement, except the registration
under the Act of the Designated Debt Securities, the
Designated Warrants and the Guarantees, the qualification of
the Indenture under the Trust Indenture Act and such consents,
approvals, authorizations, registrations or qualifications as
may be required under State securities or Blue Sky laws in
connection with the public offering of the Designated Debt
Securities, the Designated Warrants and the Guarantees by the
Underwriters;
(d) Counsel for the Guarantor shall have furnished to you his
written opinion, dated the Time of Delivery, in form and substance
satisfactory to you, to the effect that:
(i) The Guarantor has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware;
(ii) The Significant Subsidiaries of the Guarantor
are validly organized and existing corporations under the laws
of their respective jurisdictions of incorporation; and all of
the issued shares of capital stock of each Significant
Subsidiary have been duly and validly authorized and issued,
are fully paid and non-assessable and (other then certain
preferred shares issued by Household Finance Corporation and
Household Global Funding, Inc.) are owned directly or
indirectly by the Guarantor, free and clear
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of all liens, encumbrances, equities or claims;
(iii) The Guarantor and its Significant Subsidiaries
are duly authorized to conduct in the various jurisdictions in
which they do business the respective businesses therein
conducted by them as described in the Prospectus, except where
failure to be so permitted or failure to be so authorized will
not have a material adverse effect on the business or
consolidated financial condition of the Guarantor and its
subsidiaries taken as a whole;
(iv) The Guarantor has an authorized capitalization
as set forth in the Prospectus as amended or supplemented and
all of the outstanding shares of its common and preferred
stock have been duly and validly authorized and issued and are
fully paid and nonassessable;
(v) To the best of such counsel's knowledge, there
are no legal or governmental proceedings pending, other than
those referred to in the Prospectus or the documents
incorporated therein by reference, to which the Guarantor or
any of its subsidiaries is a party or of which any property of
the Guarantor or any of its subsidiaries is the subject which
individually or in the aggregate is material, and, to the best
of such counsel's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or
threatened by others;
(vi) This Agreement and the Pricing Agreement with
respect to the Designated Debt Securities and the Designated
Warrants have been duly authorized, executed and delivered by
the Guarantor;
(vii) The Indenture has been duly authorized,
executed and delivered by the Guarantor, and constitutes a
valid and legally binding instrument of the Guarantor
enforceable in accordance with its terms except as enforcement
of the provisions
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thereof may be limited by bankruptcy, insolvency,
reorganization or other laws relating to or affecting the
enforcement of creditors' rights or by general principles of
equity; the Indenture has been duly qualified under the Trust
Indenture Act; and all taxes and fees required to be paid with
respect to the execution of the Indenture and the issuance of
the Designated Debt Securities, and the related Guarantees
have been paid;
(viii) The Guarantees with respect to the Designated
Debt Securities have been duly authorized and, when the
Designated Debt Securities to which they relate have been duly
authenticated, issued and delivered against payment of the
agreed consideration therefor, the Guarantees will constitute
valid and legally binding obligations of the Guarantor and,
with like exception as noted in subdivision (vii) above, will
be entitled to the benefits provided by the Indenture; and the
Guarantees and the Indenture conform to the descriptions
thereof in the Prospectus as amended or supplemented;
(ix) The issue of the Guarantees and the compliance
of the Guarantor with all of the provisions of the Guarantees,
the Indenture and this Agreement, will not conflict with or
result in a breach of any of the terms or provisions of, or
constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any of the
property or assets of the Guarantor or any of its subsidiaries
pursuant to the terms of, any indenture, mortgage, deed of
trust, loan agreement, or other agreement or instrument, known
to such counsel to which the Guarantor or any of its
subsidiaries is a party or by which the Guarantor or any of
its subsidiaries may be bound or to which any of the property
or assets of the Guarantor or any of its subsidiaries is
subject (except for conflicts, breaches and defaults which
would not, individually or in the aggregate, be materially
adverse to the Guarantor and its subsidiaries taken as a whole
or materially adverse to the transactions contemplated by
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this Agreement), nor will such action result in any
violation of the provisions of the Certificate or Articles of
Incorporation, as amended, or the By-Laws of the Guarantor or
any of its subsidiaries or, to the best of such counsel's
knowledge, any statute or any order, rule or regulation
applicable to the Guarantor or any of its subsidiaries of any
court or of any Federal, State or other regulatory authority
or other governmental body having jurisdiction over the
Guarantor or any of its subsidiaries; and no consent,
approval, authorization, order, registration or qualification
of or with any court or any such regulatory authority or other
governmental body is required for the issue of the Guarantee
or the consummation of the other transactions contemplated in
this Agreement and the Pricing Agreement, except the
registration under the Act of the Designated Debt Securities
and the Guarantees, the qualification of the Indenture under
the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be
required under State securities or Blue Sky laws in connection
with the public offering of the Designated Debt Securities and
the Guarantees by the Underwriters;
(x) The documents incorporated by reference in the
Prospectus as amended or supplemented (other than the
financial statements and related schedules therein, as to
which such counsel need express no opinion), when they became
effective or were filed with the Commission, as the case may
be, complied as to form in all material respects with the
requirements of the Act or the Exchange Act, as applicable,
and the rules and regulations of the Commission thereunder;
and such counsel has no reason to believe that any of such
documents, when they became effective or were so filed, as the
case may be, contained, in the case of documents which became
effective under the Act, an untrue statement of a material
fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, and, in
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the case of documents which were filed under the
Exchange Act with the Commission, an untrue statement of a
material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made when such documents
were so filed, not misleading;
(xi) The Registration Statement has become and is
now effective under the Act and, to the best of such counsel's
knowledge, no proceedings for a stop order in respect of the
Registration Statement are pending or threatened under Section
8(d) or 8(e) of the Act; and
(xii) The Registration Statement and the Prospectus
as amended or supplemented and any further amendments and
supplements thereto made by the Company or the Guarantor prior
to the Time of Delivery for the Designated Debt Securities
(other than the financial statements and related schedules
therein, as to which such counsel need express no opinion)
comply as to form in all material respects with the
requirements of the Act and the Trust Indenture Act and the
rules and regulations thereunder; such counsel has no reason
to believe that either the Registration Statement or any
amendment thereof (including the filing of any annual report
on Form 10-K) at the time it became effective contained an
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading or that the
Prospectus as amended or supplemented at the time it was filed
or transmitted for filing pursuant to Rule 424 under the Act
contained or as amended or supplemented at the Time of
Delivery contains an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order
to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and
such counsel does not know of any contracts required to be
filed with the
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Registration Statement which are not so filed;
(e) At the Time of Delivery for the Designated Debt
Securities and the Designated Warrants, the independent accountants of
the Guarantor who have certified the financial statements of the
Guarantor and its subsidiaries included or incorporated by reference
in the Registration Statement shall have furnished to the
Representatives a letter or letters, dated such Time of Delivery, in
form and substance satisfactory to the Representatives, and as to such
matters as the Representatives may reasonably request;
(f)(i) The Guarantor and its subsidiaries taken as a whole
shall not have sustained since the date of the latest audited
financial statements included or incorporated by reference in the
Prospectus as amended or supplemented any material loss or
interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree and (ii)
since the respective dates as of which information is given in the
Prospectus as amended or supplemented there shall not have been any
material change in the general affairs or management, or the
consolidated financial position, stockholders' equity or results of
operations of the Guarantor and its subsidiaries taken as a whole,
otherwise than as set forth or contemplated in the Prospectus as
amended or supplemented, the effect of which in any such case
described in clause (i) or (ii) is in the judgment of the
Representatives so material and adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Designated Debt Securities and the Designated Warrants on the terms
and in the manner contemplated in the Prospectus as amended or
supplemented;
(g) Subsequent to the date of the Pricing Agreement relating
to the Designated Debt Securities and the Designated Warrants no
downgrading shall have occurred in any of the respective ratings
accorded the Company's or the Guarantor's senior debt securities by
any "nationally recognized statistical rating organization," as that
term is defined by the Commission for purposes of Rule 436(g) of the
Act;
(h) Subsequent to the date of the Pricing Agreement relating
to the Designated Debt Securities
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and the Designated Warrants there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a general
moratorium on commercial banking activities in New York declared by
either Federal or New York State authorities; or (iii) the outbreak or
material escalation of hostilities or the declaration of a national
emergency or war, if the effect of any such event specified in this
clause (iii) in the reasonable judgment of the Representatives makes
it impracticable or inadvisable to proceed with the public offering or
the delivery of the Designated Debt Securities and the Designated
Warrants on the terms and in the manner contemplated in the Prospectus
as amended or supplemented; and
(i) The Company and the Guarantor shall have furnished or
caused to be furnished to the Representatives at the Time of Delivery
for the Designated Debt Securities and the Designated Warrants
certificates of officers of the Company and the Guarantor,
respectively, satisfactory to the Representatives as to the accuracy
of the representations and warranties of the Company and the Guarantor
herein at and as of such Time of Delivery (provided that, each
representation and warranty which refers to the Prospectus in Section
2 hereof shall be in relation to the Prospectus as amended or
supplemented relating to the Designated Debt Securities and the
Designated Warrants), as to the performance by the Company or the
Guarantor, as applicable, of all of its obligations hereunder to be
performed at or prior to such Time of Delivery, and as to such other
matters as the Representatives may reasonably request.
8. (a) The Company and the Guarantor jointly and severally
will indemnify and hold harmless each Underwriter against any losses, claims,
damages or liabilities, joint or several, to which such Underwriter may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
any Preliminary Prospectus, Preliminary Prospectus Supplement, the Registration
Statement, the Prospectus or the Prospectus as amended or supplemented, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each
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Underwriter for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such action or
claim, as such expenses are incurred; provided, however, that the Company and
the Guarantor shall not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Prospectus, Preliminary Prospectus Supplement, the Registration
Statement, the Prospectus or the Prospectus as amended or supplemented or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company or the Guarantor by any Underwriter of
Designated Debt Securities and Designated Warrants through the Representatives
expressly for use in the Prospectus as amended or supplemented relating to such
Securities.
(b) Each Underwriter will indemnify and hold harmless the
Company and the Guarantor against any losses, claims, damages or liabilities to
which the Company or the Guarantor may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Prospectus, any Preliminary Prospectus Supplement, the Registration Statement,
the Prospectus or the Prospectus as amended or supplemented, or any amendment
or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary
Prospectus, any Preliminary Prospectus Supplement, the Registration Statement,
the Prospectus or the Prospectus as amended or supplemented, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company or the Guarantor by such Underwriter
through the Representatives expressly for use therein; and will reimburse the
Company and the Guarantor for any legal or other expenses reasonably incurred
by such entity in connection with investigating or defending any such action or
claim, as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
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indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation.
(d) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under subsection (a) or (b) above in
respect of any losses, claims, damages or liabilities (or actions in respect
thereof) referred to therein, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Guarantor on the one hand and the Underwriters of the
Designated Debt Securities and the Designated Warrants on the other from the
offering of the Designated Debt Securities and the Designated Warrants to which
such loss, claim, damage or liability (or action in respect thereof) relates.
If, however, the allocation provided by the immediately preceding sentence is
not permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Company and the Guarantor on the one hand and
the Underwriters of the Designated Debt Securities and the Designated Warrants
on the other in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities (or actions in respect thereof), as
well as any other relevant equitable considerations. The relative benefits
received by the Company and the Guarantor on the one hand and such Underwriters
on the other shall be deemed to be in the same proportion as the total net
proceeds from such offering (before deducting expenses) received by the Company
bear to the total underwriting discounts and commissions received by such
Underwriters. The relative
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fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statements of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company and the Guarantor or such Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Guarantor and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this subsection (d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or action in
respect thereof) referred to above in this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the applicable Designated Debt Securities and the Designated
Warrants underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The obligations of the Underwriters of Designated Debt
Securities and Designated Warrants in this subsection (d) to contribute are
several in proportion to their respective underwriting obligations with respect
to such Debt Securities and Warrants and not joint.
(e) The obligations of the Company and the Guarantor under
this Section 8 shall be in addition to any liability which the Company and the
Guarantor may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Underwriter within the
meaning of the Act; and the obligations of the Underwriters under this Section
8 shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company or the Guarantor and to each person, if
any, who controls the Company or the Guarantor within the meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to
purchase the Designated Debt Securities and the Designated Warrants which it
has agreed to purchase under the
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Pricing Agreement relating to such Designated Debt Securities and Designated
Warrants, the Representatives may in their discretion arrange for themselves or
another party or other parties to purchase such Designated Debt Securities and
Designated Warrants on the terms contained herein. If within thirty-six hours
after such default by any Underwriter the Representatives do not arrange for
the purchase of such Designated Debt Securities and Designated Warrants, then
the Company shall be entitled to a further period of thirty-six hours within
which to procure another party or other parties satisfactory to the
Representatives to purchase such Designated Debt Securities and Designated
Warrants on such terms. In the event that, within the respective prescribed
period, the Representatives notify the Company that they have so arranged for
the purchase of such Designated Debt Securities and Designated Warrants, or the
Company notifies the Representatives that it has so arranged for the purchase
of such Designated Debt Securities and Designated Warrants, the Representatives
or the Company shall have the right to postpone the Time of Delivery for such
Designated Debt Securities and Designated Warrants for a period of not more
than seven days, in order to effect whatever changes may thereby be made
necessary in the Registration Statement or the Prospectus as amended or
supplemented, or in any other documents or arrangements, and the Company agrees
to file promptly any amendments or supplements to the Registration Statement or
the Prospectus which in the opinion of the Representatives may thereby be made
necessary. The term "Underwriter" as used in this Agreement shall include any
person substituted under this Section with like effect as if such person had
originally been a party to the Pricing Agreement with respect to such
Designated Debt Securities and Designated Warrants.
(b) If, after giving effect to any arrangements for the
purchase of the Designated Debt Securities and the Designated Warrants of a
defaulting Underwriter or Underwriters by the Representatives and the Company
as provided in subsection (a) above, the aggregate principal amount of such
Designated Debt Securities which remains unpurchased does not exceed
one-eleventh of the aggregate principal amount of the Designated Debt
Securities to be purchased at the Time of Delivery for such Designated Debt
Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated Debt
Securities and the number of Designated Warrants which such Underwriter agreed
to purchase under the Pricing Agreement relating to such Designated Debt
Securities and Designated Warrants and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Designated Debt Securities and the number of Designated
Warrants which such Underwriter agreed to purchase under such Pricing
Agreement) of the Designated Debt
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Securities and the Designated Warrants of such defaulting Underwriter or
Underwriters for which such arrangements have not been made; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the
purchase of the Designated Debt Securities and the Designated Warrants of a
defaulting Underwriter or Underwriters by the Representatives and the Company
as provided in subsection (a) above, the aggregate principal amount of
Designated Debt Securities and the number of Designated Warrants which remain
unpurchased exceeds one-eleventh of the aggregate principal amount of the
Designated Debt Securities to be purchased at the Time of Delivery for such
Designated Debt Securities, as referred to in subsection (b) above, or if the
Company shall not exercise the right described in subsection (b) above to
require non-defaulting Underwriters to purchase Designated Debt Securities and
Designated Warrants of a defaulting Underwriter or Underwriters, then the
Pricing Agreement relating to such Designated Debt Securities and Designated
Warrants shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the expenses to be borne
by the Company and the Underwriters as provided in Section 6 hereof and the
indemnity and contribution agreements in Section 8 hereof; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations,
warranties and other statements of the Company, the Guarantor and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and
effect, regardless of any investigation (or any statement as to the results
thereof) made by or on behalf of any Underwriter or any controlling person of
any Underwriter, or the Company or the Guarantor, or any officer or director or
controlling person of the Company or the Guarantor, and shall survive delivery
of and payment for the Designated Debt Securities and the Designated Warrants.
11. If any Pricing Agreement shall be terminated pursuant to
Section 9 hereof, neither the Company nor the Guarantor shall then be under any
liability to any Underwriter with respect to the Designated Debt Securities and
the Designated Warrants covered by such Pricing Agreement except as provided in
Section 6 and Section 8 hereof; but, if for any other reason Designated Debt
Securities and Designated Warrants are not delivered by or on behalf of the
Company as provided herein, the Company or the Guarantor will reimburse the
Underwriters through the Representatives for all out-of-pocket expenses
approved in
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writing by the Representatives, including fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of such Designated Debt Securities and Designated
Warrants, but neither the Company nor the Guarantor shall then be under any
further liability to any Underwriter with respect to such Designated Debt
Securities and Designated Warrants except as provided in Section 6 and Section
8 hereof.
12. In all dealings hereunder, the Representatives of the
Underwriters of Designated Debt Securities and Designated Warrants shall act on
behalf of each of such Underwriters, and the parties hereto shall be entitled
to act and rely upon any statement, request, notice or agreement on behalf of
any Underwriter made or given by such Representatives.
All statements, requests, notices and agreements hereunder
shall be in writing or by telegram or telecopy if promptly confirmed in writing
and if to the Underwriters shall be sufficient in all respects, if delivered or
sent by registered mail to the address of the Representatives as set forth in
the Pricing Agreement; and if to the Company or the Guarantor shall be
sufficient in all respects if delivered or sent by registered mail to the
address of the Company or the Guarantor, as the case may be, set forth in the
Registration Statement, in each case: Attention: Secretary; provided, however,
that any notice to an Underwriter pursuant to Section 8(c) hereof shall be
delivered or sent by registered mail to such Underwriter at its address set
forth in the Pricing Agreement.
13. This Agreement and each Pricing Agreement shall be
binding upon, and inure solely to the benefit of, the Underwriters, the Company
and the Guarantor and, to the extent provided in Section 8 and Section 10
hereof, the officers and directors of the Company and the Guarantor and each
person who controls the Company or the Guarantor or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Debt
Securities or Warrants from any Underwriter shall be deemed a successor or
assign by reason merely of such purchase.
14. Time shall be of the essence of each Pricing Agreement.
15. This Agreement and each Pricing Agreement shall be
construed in accordance with the laws of the State of Illinois.
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16. This Agreement and each Pricing Agreement may be executed
by any one or more of the parties hereto and thereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.
If the foregoing is in accordance with your understanding,
please sign and return to us six counterparts hereof.
Very truly yours,
HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
By
Title:
HOUSEHOLD INTERNATIONAL, INC.
By
Title:
Accepted as of the date hereof:
[Name(s) of Representative(s)]
By
Title:
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ANNEX I
PRICING AGREEMENT
[Names of Representative(s)]
As Representatives of the several
Underwriters named in Schedule I hereto,
[Address]
, 19
Dear Sirs:
Household International Netherlands B.V. (the "Company")
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement dated , (the "Underwriting Agreement"),
between the Company and Household International, Inc. (the "Guarantor") on the
one hand and [names of representative[s] named therein] on the other hand, to
issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Designated Debt Securities and the Designated Warrants
specified in Schedule II hereto less the principal amount of Designated Debt
Securities and the number of Designated Warrants covered by Delayed Delivery
Contracts ("Delayed Delivery Contracts") as provided below (such Designated
Debt Securities and Designated Warrants covered by Delayed Delivery Contracts
being hereinafter referred to collectively as Contract Securities). Each of
the provisions of the Underwriting Agreement is incorporated herein by
reference in its entirety, and shall be deemed to be a part of this Agreement
to the same extent as if such provision had been set forth in full herein; and
each of the representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement, except that
each of the representations and warranties set forth in Section 2 of the
Underwriting Agreement with respect to the Prospectus or the information
contained in the Prospectus shall constitute a representation or warranty
thereof (a) as of the date of the Underwriting Agreement with respect to the
Prospectus, and also (b) as of the date of this Pricing Agreement with respect
to the Prospectus as amended or supplemented. Each reference to the
Representatives herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined.
An amendment to the Registration Statement, or a supplement to
the Prospectus, as the case may be, relating to the Designated Securities, in
the form heretofore delivered to you is
30
now proposed to be filed with, or in the case of a supplement transmitted for
filing to, the Commission.
The Company hereby authorizes the Underwriters to solicit
offers to purchase Designated Debt Securities and Designated Warrants from the
Company pursuant to Delayed Delivery Contracts, substantially in the form of
Schedule III attached hereto but with such changes therein as you and the
Company may authorize or approve. The Underwriters will endeavor to make such
arrangements, and as compensation therefor the Company will pay to you, for the
accounts of the Underwriters, at the Time of Delivery, a commission of % of
the principal amount of Designated Debt Securities for which Delayed Delivery
Contracts have been made. Delayed Delivery Contracts are to be with
institutional investors of the types mentioned in the last paragraph under the
caption "Plan of Distribution" in the Prospectus and subject to other
conditions therein set forth. The Company will enter into a Delayed Delivery
Contract in each case arranged by the Underwriters where the Company has
advised you of its approval of the proposed sale of Contract Securities to the
purchaser thereunder; provided, however, that the minimum principal amount of
Designated Debt Securities covered by any Delayed Delivery Contract with any
purchaser or any Delayed Delivery Contract with affiliated purchasers shall be
$ and the aggregate principal amount of Designated Debt Securities
covered by Delayed Delivery Contracts shall not exceed $ , unless
the Company shall otherwise agree in writing. However, if the aggregate
principal amount of Designated Debt Securities requested for delayed delivery
is less than $ , the Company will have the right to reject all
requests. The Underwriters will not have any responsibility in respect of the
validity or performance of Delayed Delivery Contracts.
The amount of Contract Securities to be deducted from the
principal amount of Designated Debt Securities and the number of Designated
Warrants to be purchased by each Underwriter as set forth in Schedule I hereto
shall be, in each case, the amount of Contract Securities which the Company has
been advised by you have been attributed to such Underwriter, provided that if
the Company has not been so advised, the amount of Contract Securities to be so
deducted shall be, in each case, that proportion of Contract Securities which
the principal amount of Designated Debt Securities and the number of Designated
Warrants to be purchased by such Underwriter under this Agreement bears to the
total principal amount of the Designated Debt Securities (rounded as you may
determine to the nearest $1,000 principal amount) and the total number of
Designated Warrants. The total principal amount of Designated Debt Securities
to be purchased by all the Underwriters shall be $ less the
principal
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amount of the Designated Debt Securities covered by Delayed Delivery Contracts
and the total number of Designated Warrants so purchased shall be less
the number of Designated Warrants covered by such Contracts. The Company will
deliver to you not later than 3:30 p.m., Chicago time, on the business day
preceding the Time of Delivery (or such other time and date as you and the
Company may agree upon in writing) a written notice setting forth the principal
amount of Designated Debt Securities and the number of Designated Warrants
covered by Delayed Delivery Contracts.
Subject to the terms and conditions set forth herein and in
the Underwriting Agreement, the Company agrees to issue and sell to each of the
Underwriters, and each of the Underwriters agrees, severally and not jointly,
to purchase from the Company, at a purchase price to the Underwriters set forth
in Schedule II hereto, the principal amount of Designated Debt Securities and
number of Designated Warrants set forth opposite the name of such Underwriter
in Schedule I hereto less such Underwriter's portion of Contract Securities
determined as provided in the preceding paragraph.
If the foregoing is in accordance with your understanding,
please sign and return to us six counterparts hereof, and upon acceptance
hereof by you, on behalf of each of the Underwriters, this letter and such
acceptance hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding agreement between
each of the Underwriters, the Company and the Guarantor. It is understood that
your acceptance of this letter on behalf of each of the Underwriters is or will
be pursuant to the authority set forth in a form of Agreement among
Underwriters, the form of which shall be supplied to the Company upon request.
Very truly yours,
HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
By
[Title]
HOUSEHOLD INTERNATIONAL, INC.
By
[Title]
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Accepted as of the date hereof:
[Name(s) of Representative(s)]
By
(Title)
On behalf of each of the Underwriters
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SCHEDULE I
Principal
Amount of
Designated Number of
Debt Designated
Securities Warrants
to be to be
Underwriter Purchased Purchased
- ----------- ---------- ----------
$
[Name(s) of Representative(s)] ....
[Names of other Underwriters] .....
--------- ----------
Total.................. $
========= ==========
34
SCHEDULE II
Designated Debt Securities
Title of Designated Debt Securities:
[ %] [Floating Rate] [Zero Coupon] Notes due
Aggregate principal amount:
$
Price to Public:
% of the principal amount of the Designated Debt Securities, plus
accrued interest from to the Time of Delivery [and accrued
amortization, if any, from to the Time of Delivery]
Purchase Price by Underwriters:
% of the principal amount of the Designated Debt Securities, plus
accrued interest from to the Time of Delivery [and accrued
amortization, if any, from to the Time of Delivery]
Indenture:
Indenture, dated , 199 , between the Company, the Guarantor
and , as Trustee
Maturity:
Interest Rate:
[ %] [Zero Coupon]
Interest Payment Dates:
[months and dates]
Redemption Provisions:
[No provisions for redemption]
35
[The Designated Debt Securities may be redeemed in whole or in part at
the option of the Company, in the amount of $ or an integral multiple
thereof,
[on or after , at the following redemption prices
(expressed in percentages of principal amount). If redeemed during the
12-month period beginning
Year Redemption Price
And thereafter at 100% of their principal amount, together in each case with
accrued interest to the redemption date.]
[on any interest payment date falling on or after , , at the
election of the Company, at a redemption price equal to the principal amount
thereof, plus accrued interest to the date of redemption.]
[Other possible redemption provisions, such as mandatory redemption
upon occurrence of certain events or redemption for changes in tax law]
Sinking Fund Provisions:
[No sinking fund provisions]
[The Designated Debt Securities are entitled to the benefit of a
sinking fund to retire $ principal amount of Designated Debt Securities
on in each of the years through at 100% of their
principal amount plus accrued interest], [together with [cumulative]
[non-cumulative] redemptions at the option of the Company to retire an
additional $ principal amount of Designated Debt Securities in the
years through at 100% of their principal amount plus accrued
interest].
Designated Warrants
Warrant Exercise Price:
Principal Amount of Designated Debt Securities Issuable on Exercise of One
Warrant:
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Date after which Warrants are Exercisable:
Expiration Date:
Detachable Date:
Bearer or Registered
Miscellaneous
Time of Delivery:
Closing Location:
Type of Funds:
[Other Terms]*:
- --------------
* A description of particular tax, accounting or other unusual features
of the Securities should be set forth, or referenced to an attached
and accompanying description, if necessary to the issuer's
understanding of the transaction contemplated. Such a description
might appropriately be in the form in which such features will be
described in the Prospectus Supplement for the offering.
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SCHEDULE III
DELAYED DELIVERY CONTRACT
HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
[Name and address of Representative(s)]
, 19
Attention:
Dear Sirs:
The undersigned hereby agrees to purchase from HOUSEHOLD
INTERNATIONAL NETHERLANDS B.V. (hereinafter called the "Company"), and the
Company agrees to sell to the undersigned, $ principal amount of
the Company's [full title of Debt Securities] and [full title of Warrants]
(hereinafter collectively called the "Securities"), offered by the Company's
Prospectus dated , as supplemented by a supplement dated
, , receipt of a copy of which is hereby acknowledged, at a purchase price
of % of the principal amount of the Debt Securities, plus accrued interest
from the date from which interest accrues as set forth below, and on the
further terms and conditions set forth in this contract.
The undersigned will purchase the Securities from the Company
on , (the "Delivery Date"), and interest on the Securities so
purchased will accrue from , .
Payment for the Securities which the undersigned has agreed to
purchase on the Delivery Date shall be made to the Company or its order by
certified or official bank check in Federal funds at the office of the Company
on the Delivery Date upon delivery to the undersigned of the Securities then to
be purchased by the undersigned in definitive fully registered form and in such
denominations and registered in such names as the undersigned may designate by
written or telegraphic communication addressed to the Company not less than
five full business days prior to the Delivery Date.
The obligation of the undersigned to take delivery of and make
payment for Securities on the Delivery Date shall be subject to the conditions
that (1) the purchase of Securities to
38
be made by the undersigned shall not on the Delivery Date be prohibited under
the laws of the jurisdiction to which the undersigned is subject and (2) the
Company, on or before , , shall have sold to the several
Underwriters, pursuant to the Underwriting Agreement and Pricing Agreement each
dated , , with the Company, an aggregate principal amount of
Debt Securities equal to $ , and an aggregate number of Warrants equal to
, minus the aggregate principal amount of Debt Securities and aggregate
number of Warrants covered by this contract and other contracts similar to this
contract. The obligation of the undersigned to take delivery of and make
payment for Securities shall not be affected by the failure of any purchaser to
take delivery of and make payment for Securities pursuant to other contracts
similar to this contract.
Promptly after completion of the sale to the Underwriters the
Company will mail or deliver to the undersigned at its address set forth below
notice to such effect, accompanied by a copy of the Opinion of Counsel for the
Company delivered to the Underwriters in connection therewith.
The undersigned represents and warrants that, as of the date
of this contract, the undersigned is not prohibited from purchasing the
Securities hereby agreed to be purchased by it under the laws of the
jurisdiction to which the undersigned is subject.
This contract will inure to the benefit of and be binding upon
the parties hereto and their respective successors, but will not be assignable
by either party hereto without the written consent of the other.
This contract shall be construed in accordance with and
governed by the laws of the State of Illinois.
It is understood that the acceptance by the Company of any
Delayed Delivery Contract (including this contract) is in the Company's sole
discretion and that, without limiting the foregoing, acceptances of such
contracts need not be on a first-come, first-served basis. If this contract is
acceptable to the Company, it is requested that the Company sign the form of
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below. This
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39
will become a binding contract between the Company and the undersigned when
such counterpart is so mailed or delivered.
Yours very truly,
By
(Signature)
(Name and Title)
(Address)
Accepted, , .
Household International Netherlands B.V.
By
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