HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
Debt Securities and Warrants to Purchase Debt Securities
HOUSEHOLD INTERNATIONAL, INC.
Guarantor
Underwriting Agreement
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[Name(s) of Representative(s)]
[Address]
[Date]
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 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 Nos. 333-______ and
333-______-01) 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 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
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Statement"; the prospectus included in the Registration Statement, in
the form in which it has most recently been filed with, or transmitted
for filing to, the Commission pursuant to Rule 424 of Regulation C on
or prior to the date of this Agreement being hereinafter called the
"Prospectus"); any reference herein to any Preliminary Prospectus or
the Prospectus shall be deemed to refer to and include the documents,
if any, incorporated by reference therein pursuant to the applicable
form under the Securities Act of 1933, as amended (the "Act"), as of
the date of such Preliminary Prospectus or Prospectus, as the case may
be; any reference to any amendment or supplement to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include
any documents filed after the date of such Preliminary Prospectus or
Prospectus, as the case may be, under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and so incorporated by
reference; and any reference to the Prospectus as amended or
supplemented shall be deemed to refer to the Prospectus as amended or
supplemented in relation to the applicable Designated Debt Securities
and Designated Warrants in the form in which it is filed with the
Commission pursuant to Rule 424 under the Act in accordance with
Section 5(a) hereof including any documents incorporated by reference
therein as of the date of such filing or transmission;
(b) The documents incorporated by reference in the Prospectus,
when they became effective or were filed with Commission, as the case
may be, conformed in all material respects to the requirements of the
Act or the Exchange Act, as applicable, and the rules and regulations
of the Commission thereunder, and none of such documents contained an
untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading; and any further documents so filed and
incorporated by reference in the Prospectus and in the Prospectus as
amended or supplemented, when they become effective or are filed with
the Commission, as the case may be, will conform in all material
respects to the requirements of the Act 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
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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 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;
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(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 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, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any
of its subsidiaries is
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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 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
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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 LLP, 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 book-entry form, and in such authorized denominations and
registered in the name of the nominee of The Depository Trust Company, shall
be delivered by or on behalf of the Company through the facilities of The
Depository Trust Company to the Representatives for the account of such
Underwriter, against payment by such Underwriter or on its behalf of the
purchase price therefor by wire transfer of same-day funds to the Company,
all at the place and time and date specified in such Pricing Agreement or at
such other place and time and date as the Representatives and the Company may
agree upon in writing, such time and date being herein called the "Time of
Delivery" for such Designated Debt Securities and Designated Warrants.
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
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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 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
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Prospectus which will orrect 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 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 Memorandum; (iii) all expenses in
connection with any 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 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
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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 existence and good standing 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 information as
they may reasonably request to enable them to pass upon such matters;
(c) Counsel for the Company shall have furnished to you such
counsel's 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
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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;
(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
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upon any of the property or assets of the Company or any of its
subsidiaries pursuant to the terms of, any indenture, mortgage,
deed of trust, loan agreement, or other agreement or instrument,
known to such counsel to which the Company or any of its
subsidiaries is a party or by which the Company or any of its
subsidiaries may be bound or to which any of the property or assets
of the Company or any of its subsidiaries is subject (except for
conflicts, breaches and defaults which would not, individually or
in the aggregate, be materially adverse to the Company and its
subsidiaries taken as a whole or materially adverse to the
transactions contemplated by this Agreement), nor will such action
result in any violation of the provisions of the Certificate or
Articles of Incorporation, as amended, or the By-Laws of the
Company or any of its subsidiaries or, to the best of such
counsel's knowledge, any statute or any order, rule or regulation
applicable to the Company or any of its subsidiaries of any court
or of any 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 such
counsel's 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
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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
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 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
-13-
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 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
-14-
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 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
-15-
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 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
-16-
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 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 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
-17-
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
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.
-18-
(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 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
-19-
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 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
-20-
Designated Debt Securities and the number of Designated Warrants which such
Underwriter agreed to purchase under the Pricing Agreement relating to such
Designated Debt Securities and Designated Warrants and, in addition, to
require each non-defaulting Underwriter to purchase its pro rata share (based
on the principal amount of Designated Debt Securities and the number of
Designated Warrants which such Underwriter agreed to purchase under such
Pricing Agreement) of the Designated Debt Securities and the Designated
Warrants of such defaulting Underwriter or Underwriters for which such
arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase
of the Designated Debt Securities and the Designated Warrants of a defaulting
Underwriter or Underwriters by the Representatives and the Company as
provided in subsection (a) above, the aggregate principal amount of
Designated Debt Securities and the number of Designated Warrants which remain
unpurchased exceeds one-eleventh of the aggregate principal amount of the
Designated Debt Securities to be purchased at the Time of Delivery for such
Designated Debt Securities, as referred to in subsection (b) above, or if the
Company shall not exercise the right described in subsection (b) above to
require non-defaulting Underwriters to purchase Designated Debt Securities
and Designated Warrants of a defaulting Underwriter or Underwriters, then the
Pricing Agreement relating to such Designated Debt Securities and Designated
Warrants shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the expenses to be
borne by the Company and the Underwriters as provided in Section 6 hereof and
the indemnity and contribution agreements in Section 8 hereof; but nothing
herein shall relieve a defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations,
warranties and other statements of the Company, 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 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
-21-
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.
16. This Agreement and each Pricing Agreement may be executed by
any one or more of the parties hereto and thereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.
If the foregoing is in accordance with your understanding, please
sign and return to us _______ counterparts hereof.
Very truly yours,
-22-
HOUSEHOLD INTERNATIONAL
NETHERLANDS B.V.
By:
---------------------
Title:
HOUSEHOLD INTERNATIONAL, INC.
By:
------------------------
Title:
Accepted as of the date hereof:
[Name(s) of Representative(s)]
By [Name of Lead Representative]
By:
----------------------------
Title:
-23-
ANNEX I
PRICING AGREEMENT
-----------------
[Names of Representative(s)]
As Representatives of the several
Underwriters named in Schedule I hereto,
[Address]
____________, ____
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 now proposed to be filed with, or in the
case of a supplement transmitted for filing to, the Commission.
-24-
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 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
-25-
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
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[Title]
HOUSEHOLD INTERNATIONAL, INC.
By
----------------------------------------
[Title]
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.................. $ $
----------- ----------
----------- ----------
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 , ___ , 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]
[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:
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.
SCHEDULE III
DELAYED DELIVERY CONTRACT
-------------------------
HOUSEHOLD INTERNATIONAL NETHERLANDS B.V.
[Name and address of Representative(s)]
____________ , ____
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 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 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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