-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Tvs/HO8OKFSvjY8f0oOnMH40lkaneHyJZ1E4Z/W90ALz8q5SLJfl+RxvvmeNpNWT SCkvvk73VzDDVOHnkz6Q/g== 0000950124-94-001775.txt : 19941128 0000950124-94-001775.hdr.sgml : 19941128 ACCESSION NUMBER: 0000950124-94-001775 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19941123 SROS: MSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOUSEHOLD INTERNATIONAL INC CENTRAL INDEX KEY: 0000354964 STANDARD INDUSTRIAL CLASSIFICATION: 6141 IRS NUMBER: 363121988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56599 FILM NUMBER: 94561792 BUSINESS ADDRESS: STREET 1: 2700 SANDERS RD CITY: PROSPECT HEIGHTS STATE: IL ZIP: 60070 BUSINESS PHONE: 7085645000 MAIL ADDRESS: STREET 1: 2700 SANDERS ROAD, 3 NORTH CITY: PROSPECT HEIGHTS STATE: IL ZIP: 60070 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOUSEHOLD INTERNATIONAL NETHERLANDS BV CENTRAL INDEX KEY: 0000912238 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56599-01 FILM NUMBER: 94561793 BUSINESS ADDRESS: STREET 1: C/O ABN AMRO TRUST CO STREET 2: HOEKENRODE 6 1102 BR CITY: AMSTERDAM NETHERLAND BUSINESS PHONE: 7085646990 MAIL ADDRESS: STREET 1: 2700 SANDERS RD CITY: PROSPECT HEIGHTS STATE: IL ZIP: 60070 S-3 1 FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 23, 1994 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ HOUSEHOLD INTERNATIONAL, INC. (EXACT NAME OF REGISTRANT WHO IS THE ISSUER OF THE GUARANTEES AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) 36-3121988 (I.R.S. EMPLOYER IDENTIFICATION NO.) 2700 SANDERS ROAD PROSPECT HEIGHTS, ILLINOIS 60070 708-564-5000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. (EXACT NAME OF REGISTRANT WHO IS THE ISSUER OF THE SENIOR NOTES AND WARRANTS TO PURCHASE SENIOR NOTES AS SPECIFIED IN ITS CHARTER) THE NETHERLANDS (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) NOT APPLICABLE (I.R.S. EMPLOYER IDENTIFICATION NO.) HOEKENRODE 6 1102 BR AMSTERDAM, NETHERLANDS (ADDRESS, INCLUDING POSTAL CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ PATRICK D. SCHWARTZ, ASSOCIATE GENERAL COUNSEL HOUSEHOLD INTERNATIONAL, INC. 2700 SANDERS ROAD PROSPECT HEIGHTS, ILLINOIS 60070 708-564-6301 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ WITH A COPY TO: SCOTT N. GIERKE MCDERMOTT, WILL & EMERY 227 WEST MONROE STREET CHICAGO, ILLINOIS 60606 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement as determined by market conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ CALCULATION OF REGISTRATION FEE
============================================================================================================ PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OFFERING AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF TO BE PRICE OFFERING REGISTRATION SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE - ------------------------------------------------------------------------------------------------------------ Senior Notes and Warrants to Purchase Senior Notes........................................... $400,000,000 100% $400,000,000 $137,932.00 - ------------------------------------------------------------------------------------------------------------ Guarantees........................................ (2) (2) (2) (2) ============================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee. Any offering of Senior Notes or Warrants denominated in any foreign currency or foreign currency units will be treated as the equivalent in U.S. dollars based on the exchange rate applicable to the purchase of such Senior Notes or Warrants from the Registrant. (2) Not Applicable. THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION DATED NOVEMBER 23, 1994 HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. SENIOR NOTES AND WARRANTS TO PURCHASE SENIOR NOTES HOUSEHOLD INTERNATIONAL, INC. GUARANTOR Household International Netherlands B.V. (the "Company") from time to time may offer one or more series of unsecured senior notes ("Debt Securities") and warrants ("Warrants") to purchase Debt Securities (the Debt Securities and Warrants being hereinafter collectively called the "Securities") having an aggregate initial offering price of up to U.S. $400,000,000, or the equivalent thereof if any of the Securities are denominated in a foreign currency or a foreign currency unit. All Debt Securities will be unconditionally guaranteed as to payment of principal, premium, if any, and interest by Household International, Inc. ("Household International"). The guarantees of the Debt Securities (the "Guarantees") will constitute unsecured obligations of Household International and will rank on a parity with other unsecured senior indebtedness of Household International. The Debt Securities will be offered as separate series in amounts, at prices and on terms to be determined at the time of sale and to be set forth in supplements to this Prospectus ("Prospectus Supplement"). The Debt Securities and Warrants may be sold for U.S. dollars, foreign currencies or foreign currency units, and the principal of and any interest on the Debt Securities may be payable in U.S. dollars, foreign currencies or foreign currency units. Unless otherwise specified in the Prospectus Supplement, the Debt Securities will be issued only in denominations of U.S. $100,000, or the equivalent thereof, or any amount in excess thereof which is an integral multiple of U.S. $1,000. The specific designation, aggregate principal amount, the currency or currency unit for which the Securities may be purchased, the currency or currency unit in which the principal and any interest is payable, the rate (or method of calculation) and time of payment of any interest, authorized denominations, maturity, offering price, any redemption terms or other specific terms of the Securities in respect of which this Prospectus is being delivered will be set forth in the Prospectus Supplement. With regard to the Warrants, if any, in respect of which this Prospectus is being delivered, the Prospectus Supplement sets forth a description of the Debt Securities for which each Warrant is exercisable and the offering price, if any, exercise price, duration, detachability and other terms of the Warrants. The Company may sell Securities through underwriting syndicates led by one or more managing underwriters or through one or more underwriting firms acting alone, to or through dealers, acting as principals for their own account or as agents, and also may sell Securities directly to other purchasers. See "Plan of Distribution". The names of any underwriters or agents involved in the sale of the Securities in respect to which this Prospectus is being delivered and their compensation will be set forth in the Prospectus Supplement. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ THE DATE OF THIS PROSPECTUS IS , 1994. 3 AVAILABLE INFORMATION The Company and Household International have filed with the Securities and Exchange Commission (the "Commission") a combined registration statement on Form S-3 (the "Registration Statement," which term encompasses any amendments thereof) under the Securities Act of 1933, as amended, with respect to the Securities and the Guarantees offered hereby. As permitted by the rules and regulations of the Commission, this Prospectus does not contain all of the information set forth in the Registration Statement and the exhibits and schedules thereto to which reference is hereby made. Statements or extracts presented in this Prospectus from financial statements, contracts, agreements or other documents are not necessarily complete. With respect to each such statement or extract, reference is hereby made to the appropriate financial statement, contract, agreement or other document for a more complete description of the matter involved. All information concerning the Company contained herein has been furnished by the Company and all information concerning Household International has been furnished by Household International. The Company and Household International are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith each files applicable reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at the Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661 and Seven World Trade Center, New York, New York 10048. Copies of such material can also be obtained at prescribed rates by writing to the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, reports, proxy statements and other material concerning Household International can be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, and the Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60605. The Company is not required to send an annual report to its security holders. However, the Company will, upon request, send to any holder of the Securities its latest Annual Reports on Form 10-K, as filed with the Commission. In addition, although Household International is not required to send a copy of its latest Annual Report to Shareholders to holders of the Securities, Household International will, upon request, send to any holder of Securities a copy of its latest Annual Report to Shareholders, as filed with the Commission. Both the Annual Report on Form 10-K of the Company and the Annual Report to Shareholders of Household International will contain financial information that has been examined and reported upon, with an opinion expressed, by independent certified public accountants. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents have been filed by the Company (File No. 33-50351) and Household International (File No. 1-8198) with the Commission pursuant to the Exchange Act and are incorporated herein by reference and made a part of this Prospectus: (a) The Company's and Household International's Annual Reports on Form 10-K for the fiscal year ended December 31, 1993; (b) The Company's and Household International's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 1994; and (c) Household International's Current Reports on Form 8-K dated February 1, May 11, June 28, August 8, August 10 and October 11, 1994. All documents filed by Household International or the Company, as the case may be, with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of the Securities shall be deemed to be incorporated herein by reference and made a part of this Prospectus from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. THE COMPANY AND HOUSEHOLD INTERNATIONAL WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL DOCUMENTS INCORPORATED HEREIN BY REFERENCE (WITHOUT EXHIBITS OTHER THAN EXHIBITS SPECIFICALLY INCORPORATED BY REFERENCE). REQUESTS SHOULD BE DIRECTED TO: HOUSEHOLD INTERNATIONAL, INC. 2700 SANDERS ROAD PROSPECT HEIGHTS, ILLINOIS 60070 ATTENTION: OFFICE OF THE SECRETARY TELEPHONE: 708-564-6989 2 4 HOUSEHOLD INTERNATIONAL Household International was formed in 1981 as a holding company for various subsidiaries which operated in the financial services, manufacturing, transportation and merchandising industries. In 1985 Household International initiated a restructuring program that has resulted in the disposition of its merchandising, transportation and manufacturing businesses. This has enabled Household International to focus its resources in the financial services industry through the operation of businesses involved in finance and banking, and insurance. Household International's principal executive office is located at 2700 Sanders Road, Prospect Heights, Illinois 60070 (telephone: 708-564-5000). The finance and banking business of Household International is the largest segment of Household International's operations. Through subsidiaries, such as Household Finance Corporation ("HFC"), Household Bank, f.s.b., Household Credit Services, Inc., Household Retail Services, Inc., Household Bank (Illinois), National Association, Household Financial Corporation Limited, Household Trust Company and HFC Bank plc, Household International offers numerous consumer finance products, including mortgages, home equity credit lines, revolving and closed-end unsecured personal loans, private label credit cards, and VISA* and MasterCard* credit cards. Also, in conjunction with its consumer finance business, and where applicable laws permit, Household International makes credit life, credit accident and health, household contents, and term insurance available to its customers. This insurance is generally directly written by or reinsured with Household International's insurance subsidiary, Alexander Hamilton Life Insurance Company of America ("Alexander Hamilton"). Household International has included its ongoing commercial finance operations in the finance and banking segment. These operations are generally administered by Household Commercial Financial Services, Inc. ("Household Commercial"), a subsidiary of HFC. Products offered by Household Commercial include loan and lease financing to businesses for capital equipment, including aircraft and other transportation equipment, and specialized secured corporate loans. In addition, Household Commercial also invests in publicly issued or privately placed term preferred stocks of unaffiliated entities. Household International's individual life insurance products are offered by Alexander Hamilton. These products include universal life, whole life and term insurance policies, as well as annuity products, and are sold through a network of independent agents in the United States. HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. The Company was organized under the Dutch Civil Code on September 14, 1990. The Company is a wholly-owned indirect subsidiary of Household International (U.K.) Limited ("U.K. Limited"), which is an indirect subsidiary of Household International and a holding company for all operations of Household International in the United Kingdom. The Company was organized solely to serve as a source of financing, directly or indirectly, for HFC Bank plc. HFC Bank plc, is also a wholly-owned subsidiary of U.K. Limited and is the principal operating subsidiary of Household International in the United Kingdom. The registered office of the Company is at Hoekenrode 6, 1102 BR, Amsterdam, Netherlands. The Company's telephone number is 31-20-6298033. The Company's principal business activity has been and will be to provide funds to HFC Bank plc for general corporate purposes. The enforcement by investors of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that the Company is incorporated or organized under the laws of the Netherlands, that some or all of its officers and directors may be residents of the Netherlands and that all or a substantial portion of the assets of the Company and of those persons may be located outside the United States. USE OF PROCEEDS The Company will loan the net proceeds from the sale of the Securities to HFC Bank plc to be used for general corporate purposes, including to fund extensions of credit to its subsidiaries and to consumers in the United Kingdom; to reduce other outstanding indebtedness (which may include indebtedness owed to its affiliates, including Household International); or to fund acquisitions of other companies or portfolios. - --------------- * VISA and MasterCard are registered trademarks of VISA, USA, Inc. and MasterCard International Incorporated, respectively. 3 5 SELECTED FINANCIAL INFORMATION OF HOUSEHOLD INTERNATIONAL, INC. Due to the limited nature of the Company's operations and the full and unconditional guaranty of the Securities by Household International, the Company and Household International have determined that the financial statements of the Company are not material to the offerings made hereby. The financial information which is set forth below for the three years ended December 31, 1993 has been derived from the financial statements of Household International which have been audited by Arthur Andersen LLP, independent certified public accountants. All financial information of Household International and subsidiaries presented below should be read in conjunction with the detailed financial statements included in documents on file with the Commission and listed under "Incorporation of Certain Documents by Reference". The results of operations of Household International and subsidiaries for the nine month periods ended September 30, 1994 and 1993 reflect all adjustments of a normal recurring nature which are, in the opinion of Household International's management, necessary for a fair statement of the results for the interim period and such results are not necessarily indicative of the results of operations that may be expected for the entire year. In addition, certain prior period amounts have been reclassified to conform with the current period's presentation. All dollar amounts stated below are in millions of U.S. dollars.
(UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, YEAR ENDED DECEMBER 31, -------------------- -------------------------------- 1994 1993 1993 1992 1991 -------- -------- -------- -------- -------- STATEMENT OF INCOME DATA: Finance income................................... $1,945.6 $1,932.9 $2,561.4 $2,584.4 $3,037.5 Interest income from noninsurance investment securities..................................... 90.7 101.8 129.3 152.8 187.4 Interest expense................................. 878.6 878.2 1,149.5 1,420.2 1,886.9 -------- -------- -------- -------- -------- Interest margin.................................. 1,157.7 1,156.5 1,541.2 1,317.0 1,338.0 Provision for credit losses on owned receivables.................................... 502.2 561.1 735.8 671.5 843.2 -------- -------- -------- -------- -------- Interest margin after provision for credit losses......................................... 655.5 595.4 805.4 645.5 494.8 -------- -------- -------- -------- -------- Securitization and servicing fee income.......... 520.9 301.3 460.0 376.0 398.3 Insurance premiums and contract revenues......... 196.1 216.0 288.3 281.2 288.4 Investment income................................ 388.1 441.7 574.0 523.7 471.5 Fee income....................................... 193.9 219.8 292.6 164.5 104.0 Other income..................................... 68.2 98.5 148.9 98.0 106.8 -------- -------- -------- -------- -------- Other revenues................................... 1,367.2 1,277.3 1,763.8 1,443.4 1,369.0 -------- -------- -------- -------- -------- Interest margin after provision for credit losses and other revenues............................. 2,022.7 1,872.7 2,569.2 2,088.9 1,863.8 -------- -------- -------- -------- -------- Salaries and fringe benefits..................... 497.0 450.8 615.4 535.9 489.7 Other operating expenses......................... 799.7 707.6 964.0 761.1 702.1 Policyholders' benefits.......................... 343.9 405.4 539.1 513.9 472.2 -------- -------- -------- -------- -------- Total costs and expenses......................... 1,640.6 1,563.8 2,118.5 1,810.9 1,664.0 -------- -------- -------- -------- -------- Income before income taxes....................... 382.1 308.9 450.7 278.0 199.8 Income taxes..................................... 125.5 103.2 152.0 87.1 50.0 -------- -------- -------- -------- -------- Net income....................................... $ 256.6 $ 205.7 $ 298.7 $ 190.9 $ 149.8 ======== ======== ======== ======== ========
(UNAUDITED) SEPTEMBER 30, DECEMBER 31, -------------- ----------------------------------- 1994 1993 1992 1991 -------------- --------- --------- --------- PERIOD END BALANCE SHEET DATA: Total assets........................................ $ 34,804.5 $32,961.5 $31.128.4 $29,982.3 Total debt.......................................... 23,824.8 22,272.0 22,298.0 21,906.5 Deposits............................................ 7,490.9 7,516.1 8,030.3 7,969.6 Convertible preferred stock subject to mandatory redemption........................................ 3.7 19.3 36.0 54.4 Preferred stock..................................... 320.0 320.0 300.0 250.0 Common shareholders' equity......................... $ 2,122.1 $ 2,078.3 $ 1,545.6 $ 1,462.1
4 6 RATIOS OF EARNINGS TO FIXED CHARGES The ratios of earnings to fixed charges for Household International for the periods indicated below were as follows:
NINE MONTHS ENDED SEPTEMBER 30, YEAR ENDED DECEMBER 31, ------------- ------------------------------------ 1994 1993 1993 1992 1991 1990 1989 ---- ---- ---- ---- ---- ---- ---- Household International and subsidiaries......... 1.42 1.34 1.38 1.19 1.10 1.17 1.19
For purposes of calculating the ratio, earnings consist of income from continuing operations to which has been added income taxes and fixed charges. For Household International, fixed charges consist of interest on all indebtedness (including capitalized interest) and one-third of rental expense (approximate portion representing interest). DESCRIPTION OF DEBT SECURITIES AND GUARANTEES The following description of the Debt Securities sets forth certain general terms and provisions of the Debt Securities to which any Prospectus Supplement may relate. The particular terms of the Debt Securities offered by any Prospectus Supplement (the "Offered Debt Securities") and the extent to which such general terms and provisions may apply to the Offered Debt Securities will be described in the Prospectus Supplement relating to such Offered Debt Securities. GENERAL The Offered Debt Securities will constitute unsecured senior debt of the Company, will rank on a parity with other unsecured senior debt of the Company and will be unconditionally guaranteed as to payment of principal, interest and premium, if any, by Household International. The Offered Debt Securities will be issued under one of two indentures specified elsewhere herein (the "Indentures"). Copies of the forms of the Indentures are filed as exhibits to the Registration Statement which registers the Securities and the Guarantees with the Commission. The following summaries do not purport to be complete and, where particular provisions of the Indentures are referred to, such provisions, including definitions of certain terms, are incorporated by reference as part of such summaries, which are qualified in their entirety by such reference. The Indentures provide that Debt Securities may be issued thereunder from time to time in one or more series and do not limit the aggregate principal amount of the Debt Securities, except as may be otherwise provided with respect to any particular series of Offered Debt Securities. Unless otherwise indicated in the Prospectus Supplement with respect to any particular series of Offered Debt Securities, the Debt Securities will be issued in definitive registered form without coupons, will be exchangeable for authorized denominations and will be transferable at any time or from time to time. No charge will be made to any Holder for any exchange or registration of transfer except for any tax or governmental charge incident thereto. Reference is made to the Prospectus Supplement relating to the particular series of Debt Securities offered thereby for the following terms and other information to the extent applicable with respect to the Offered Debt Securities: (1) the title of the Offered Debt Securities; (2) any limit on the aggregate principal amount of the Offered Debt Securities; (3) the price (expressed as a percentage of the aggregate principal amount thereof) the Company will be paid for the Offered Debt Securities and the initial offering price, if any, at which the Offered Debt Securities will be offered to the public; (4) the currency, currencies or currency units for which the Offered Debt Securities may be purchased and the currency, currencies or currency units in which the principal of and any interest on such Offered Debt Securities may be payable; (5) the date or dates on which the Offered Debt Securities will mature; (6) the rate or rates (which may be fixed or variable) per annum at which the Offered Debt Securities will bear interest, if any; (7) the date from which such interest, if any, on the Offered Debt Securities will accrue, the dates on which such interest, if any, will be payable, the date on which payment of such interest, if any, will commence and the Regular Record Dates for such Interest Payment Dates, if any; (8) the dates, if any, on which and the price or prices at which the 5 7 Offered Debt Securities will, pursuant to any mandatory sinking fund provisions, or may, pursuant to any optional sinking fund or purchase fund provisions, be redeemed by the Company and the other detailed terms and provisions of such sinking and/or purchase funds; (9) the date, if any, after which and the price or prices at which the Offered Debt Securities may, pursuant to any optional redemption provisions, be redeemed at the option of the Company or of the Holder thereof and the other detailed terms and provisions of such optional redemption; (10) the securities exchange, if any, on which the Offered Debt Securities will be listed; and (11) additional provisions, if any, with respect to the Offered Debt Securities. With respect to Offered Debt Securities sold through dealers acting as agents, however, the maturities and interest rates of such Offered Debt Securities may be established by the Company from time to time and, if not set forth in the Prospectus Supplement relating thereto, will be made available through such dealers. If any of the Debt Securities are sold for foreign currencies or foreign currency units or if the principal of or any interest on any series of Debt Securities is payable in foreign currencies or foreign currency units, the restrictions, elections, tax consequences, specific terms and other information with respect to such issue of Debt Securities and such currencies or currency units will be set forth in the Prospectus Supplement relating thereto. Debt Securities may be issued as Original Issue Discount Securities to be offered and sold at a discount below their stated principal amount. "Original Issue Discount Securities" means any Debt Securities that provide for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof upon the occurrence of an Event of Default and the continuance thereof. As used in the following summary of certain terms of the Debt Securities, the term "principal amount" means, in the case of any Original Issue Discount Security, the amount that would then be due and payable upon acceleration of the maturity thereof, as specified in such Debt Securities. GUARANTEES Household International will unconditionally guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Debt Securities when and as the same shall become due and payable, whether at maturity, upon redemption or otherwise. The Guarantees are unsecured obligations of Household International and will rank equally with all other unsecured and unsubordinated obligations of Household International. The Guarantees provide that in the event of a default in payment of principal, premium, if any, or interest on a Debt Security, the Holder of the Debt Security may institute legal proceedings directly against Household International to enforce the Guarantee without first proceeding against the Company. The Indentures provide that Household International may, without the consent of any Holder, under certain circumstances assume all rights and obligations of the Company under the Indentures with respect to a series of Debt Securities. Upon such an assumption, the Company shall be released from its liabilities with respect to such series of Debt Securities. (Section 2.12) Household International is principally a holding company whose primary source of funds is dividends from its subsidiaries. Dividend distributions to Household International from its savings and loan, banking and insurance subsidiaries may be restricted by federal and state laws and regulations. Dividend distributions from its foreign subsidiaries, including the Company, may also be restricted by exchange controls of the country in which the subsidiary is located. Also, as a holding company the rights of any creditors or stockholders of Household International to participate in the assets of any subsidiary upon the latter's liquidation or recapitalization will be subject to the prior claims of the subsidiary's creditors, except to the extent that Household International may itself be a creditor with recognized claims against the subsidiary. Nevertheless, there are no restrictions that currently materially limit Household International's ability to make payments to its creditors at current levels nor are there any restrictions which Household International reasonably believes are likely to limit materially such payments in the future. INDENTURES Offered Debt Securities and the related Guarantees will be issued under (i) an Indenture dated as of September 9, 1993, among the Company, Household International and The First National Bank of Boston, as Trustee, or (ii) an Indenture dated as of September 9, 1993, among the Company, Household International and BankAmerica National Trust Company, as Trustee. 6 8 Unless a different place is specified in the Prospectus Supplement with respect to any particular series of Debt Securities, principal of and interest, if any, on Debt Securities will be payable at the office or agency of the respective Trustee or Paying Agent, if any, in either Canton, Massachusetts, with respect to the Indenture with The First National Bank of Boston, or in New York, New York, with respect to the Indenture with BankAmerica National Trust Company, provided, however, that payment of interest may be made at the option of the Company by check or draft mailed to the person entitled thereto. COVENANT OF HOUSEHOLD INTERNATIONAL AGAINST CREATION OF PLEDGES OR LIENS Household International covenants in the Indentures that, with the exceptions listed below, it will not issue, assume or guarantee any indebtedness for borrowed money secured by a mortgage, security interest, pledge or lien ("security interest") of or upon any of its property, now owned or hereafter acquired, unless the Guarantees, by supplemental indenture, are effectively secured by such security interest equally and ratably with all other indebtedness secured thereby. The term "indebtedness for borrowed money" does not include any guarantee or other recourse obligation in connection with the sale or discount by Household International or any of its subsidiaries of finance or accounts receivable, trade acceptances, or other paper arising in the ordinary course of its business. The foregoing covenant does not apply to (a) security interests to secure the payment of the purchase price on property, shares of capital stock, or indebtedness acquired by Household International or the cost of construction or improvement of such property or the refinancing of all or any part of such secured indebtedness, provided that such security interests do not apply to any other property, shares of capital stock, or indebtedness of Household International; (b) security interests on property, shares of capital stock, or indebtedness existing at the time of acquisition by Household International; (c) security interests on property of a corporation which security interests exist at the time such corporation merges or consolidates with or into Household International or which security interests exist at the time of the sale or transfer of all or substantially all of the assets of such corporation to Household International; (d) security interests of Household International to secure any of its indebtedness to a subsidiary; (e) security interests in property of Household International in favor of the United States of America or any state or agency or instrumentality thereof, or in favor of any other country or political subdivision, to secure partial, progress, advance, or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such security interests; (f) security interests on properties financed through tax exempt municipal obligations, provided that such security interests are limited to the property so financed; (g) security interests existing on September 9, 1993; and (h) any extension, renewal, refunding, or replacement (or successive extensions, renewals, refundings, or replacements), in whole or in part, of any security interest referred to in the foregoing clauses (a) through (g) inclusive, provided, however, that the principal amount of indebtedness secured in such extension, renewal, refunding, or replacement does not exceed the principal amount of indebtedness secured at the time by such security interest, and provided further, that such extension, renewal, refunding, or replacement of such security interest is limited to all or part of the property subject to such security interest so extended, renewed, refunded, or replaced. Notwithstanding the foregoing, Household International may, without equally and ratably securing the Guarantees, issue, assume, or guarantee indebtedness secured by a security interest not excepted pursuant to clauses (a) through (h) above, if the aggregate amount of such indebtedness, together with all other indebtedness of, or guaranteed by, Household International existing at such time and secured by security interests not so excepted, does not at the time exceed 10% of Household International's Consolidated Net Worth. As used herein, "Consolidated Net Worth" shall mean the difference between Household International's consolidated assets and consolidated liabilities as shown on Household International's most recent audited consolidated financial statements prepared in accordance with United States generally accepted accounting principles. In addition, an arrangement with any person providing for the leasing by Household International of any property, which property has been or is to be sold or transferred by Household International to such person with the intention that such property be leased back to Household International, shall not be deemed to create any indebtedness secured by a security interest if the obligation with respect to such lease would not be included as liabilities on a consolidated balance sheet of Household International. The Holders of not less than a majority in principal amount of the Debt Securities at the time outstanding under an 7 9 Indenture, on behalf of the Holders of all of the Debt Securities issued under such Indenture, may waive compliance with the foregoing covenant. (Section 4.04) SATISFACTION, DISCHARGE AND DEFEASANCE OF THE INDENTURES AND DEBT SECURITIES If there is deposited irrevocably with the Trustee as trust funds for the benefit of the Holders of Debt Securities of a particular series, for the purpose hereinafter stated, an amount, in money or the equivalent in securities of the United States or securities the principal of and interest on which is fully guaranteed by the United States, sufficient to pay the principal, premium, if any, and interest, if any, on such series of Debt Securities on the dates such payments are due in accordance with the terms of such series of Debt Securities through their maturity, and if the Company has paid or caused to be paid all other sums payable by it under the applicable Indenture with respect to such series, then the Company will be deemed to have satisfied and discharged the entire indebtedness represented by such series of Debt Securities and all the obligations of the Company and Household International under such Indenture with respect to such series, except as otherwise provided in such Indenture. In the event of any such defeasance, Holders of such Debt Securities will be able to look only to such trust funds for payment of principal, premium, if any, and interest, if any, on their Debt Securities. (Section 7.03) For federal income tax purposes, any such defeasance may be treated as a taxable exchange of the related Debt Securities for an issue of obligations of the trust or a direct interest in the cash and securities held in the trust. In that case, Holders of such Debt Securities may recognize a gain or loss as if the trust obligations or the cash or securities deposited, as the case may be, had actually been received by them in exchange for their Debt Securities. Such Holders thereafter would be required to include in income a share of the income, gain or loss of the trust. The amount so required to be included in income could be a different amount than would be includable in the absence of defeasance. Prospectus investors are urged to consult their own tax advisors as to the specific consequences to them of defeasance. THE TRUSTEES First National Bank of Boston and BankAmerica National Trust Company provide lines of credit to Household International or its subsidiaries in the normal course of business. MODIFICATION OF INDENTURES Each Indenture provides that the Holders of not less than a majority in principal amount of each series of Debt Securities at the time outstanding under such Indenture may enter into supplemental indentures for the purpose of amending or modifying, in any manner, provisions of the Indenture or of any supplemental indenture modifying the rights of Holders of such series of Debt Securities. However, no such supplemental indenture, without the consent of the Holder of each outstanding Debt Security affected thereby, shall, among other things, (i) change the maturity of the principal of, or any installment of interest on any Debt Security, or reduce the principal amount thereof or the interest thereon or any premium payable upon the redemption thereof, or (ii) reduce the aforesaid percentage of the Debt Securities, the consent of the Holders of which is required for the execution of any such supplemental indenture or for any waiver of compliance with any covenant or condition in such Indenture. (Section 12.02) Each Indenture may be amended or supplemented without the consent of any Holder of Debt Securities under certain circumstances, including (i) to cure any ambiguity, defect or inconsistency in the Indenture, any supplemental indenture, or in the Debt Securities of any series; (ii) to evidence the succession of another corporation to the Company or Household International and to provide for the assumption of all the obligations of the Company or Household International under the Indenture by such corporation; (iii) to provide for uncertificated debt securities in addition to certificated debt securities; (iv) to make any change that does not adversely affect the rights of Holders of Debt Securities issued thereunder; (v) to provide for a new series of Debt Securities; or (vi) to add to rights to Holders of Debt Securities or add additional Events of Default. (Section 12.01) 8 10 SUCCESSOR ENTITY Household International may not consolidate with or merge into, or transfer, sell or lease its properties and assets as, or substantially as, an entirety to another entity unless the successor entity is a corporation incorporated within the United States and, after giving effect thereto, no default under the Indenture shall have occurred and be continuing. Thereafter, except in the case of a lease, all obligations of Household International under the Indenture terminate. (Sections 11.01 and 11.02) The Indentures do not contain any covenants specifically designed to protect Holders of Debt Securities against a reduction in the creditworthiness of Household International or the Company in the event of a highly leveraged transaction. EVENTS OF DEFAULT Each Indenture defines the following as Events of Default with respect to any series of Debt Securities: default for 30 days in the payment of any interest upon any Debt Security of such series issued under such Indenture; default in the payment of any principal of or premium on any such Debt Security; default for 30 days in the deposit of any sinking fund or similar payment for such series of Debt Securities; default for 60 days after notice in the performance of any other covenant in the Indenture; certain defaults for 30 days after notice in the payment of principal or interest, or in the performance of other covenants, with respect to borrowed money under another indenture in which the Trustee for such Debt Securities is trustee which results in the principal amount of such indebtedness becoming due and payable, prior to maturity, which acceleration has not been rescinded or annulled; and certain events of bankruptcy, insolvency or reorganization. The Company and Household International are required to file with each Trustee annually an Officers' Certificate as to the absence of certain defaults under the Indenture. (Sections 8.01, 3.06 and 4.05) If an Event of Default with respect to Debt Securities of any series at the time outstanding occurs and is continuing, either the Trustee or the Holders of not less than 25% in principal amount of the outstanding Debt Securities of such series by notice as provided in the Indenture may declare the principal amount of all the Debt Securities of any such series to be due and payable immediately. At any time after a declaration of acceleration with respect to Debt Securities of any series has been made, but before a judgment or decree for payment of money has been obtained by the Trustee, the Holders of not less than a majority in principal amount of outstanding Debt Securities of such series may, under certain circumstances, rescind or annul such declaration of acceleration. (Section 8.02) The Holders of not less than a majority in principal amount of the outstanding Debt Securities of each series may, on behalf of all Holders of Debt Securities of such series, waive any past default under the Indenture and its consequences with respect to Debt Securities of such series, except a default (a) in the payment of principal of or premium, if any, or interest, if any, on any Debt Securities of such series, or (b) in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Debt Security of such series affected. (Section 8.13) Each Indenture provides that the Trustee thereunder may withhold notice to Holders of Debt Securities of any default (except in payment of the principal of (or premium, if any) or interest on any Debt Security issued under such Indenture or in the payment of any sinking fund or similar payment) if it considers it in the interest of Holders of Debt Securities to do so. (Section 9.02) Holders of Debt Securities may not enforce an Indenture except as provided therein. (Section 8.07) Each Indenture provides that the Holders of a majority in principal amount of the outstanding Debt Securities issued under such Indenture have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. (Section 8.12) The Trustee will not be required to comply with any request or direction of Holders of Debt Securities pursuant to the Indenture unless offered indemnity against costs and liabilities which might be incurred by the Trustee as a result of such compliance. (Section 9.03(e)) 9 11 DESCRIPTION OF WARRANTS The Company may issue, together with any Debt Securities offered by any Prospectus Supplement or separately, Warrants for the purchase of other Debt Securities. The Warrants are to be issued under warrant agreements (each a "Warrant Agreement") to be entered into among the Company, Household International and a bank or trust company, as warrant agent ("Warrant Agent"), all as set forth in the Prospectus Supplement relating to the particular issue of Warrants ("Offered Warrants"). A copy of the forms of Warrant Agreement, including the form of warrant certificates representing the Warrants ("Warrant Certificates"), reflecting the alternative provisions to be included in the Warrant Agreements that will be entered into with respect to particular offerings of Warrants, is filed as an exhibit to the Registration Statement. The following summaries of certain provisions of the Warrant Agreement and the Warrant Certificates do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the Warrant Agreement and the Warrant Certificates, respectively, including the definitions therein of certain terms. GENERAL The Prospectus Supplement will describe the terms of the Offered Warrants, the Warrant Agreement relating to the Offered Warrants and the Warrant Certificates representing the Offered Warrants, including the following: (1) the designation, aggregate principal amount, and terms of the Debt Securities purchasable upon exercise of the Offered Warrants; (2) the designation and terms of any related Debt Securities with which the Offered Warrants are issued and the number of Offered Warrants issued with each such Debt Security; (3) the date, if any, on and after which the Offered Warrants and the related Offered Debt Securities will be separately transferable; (4) the principal amount of Debt Securities purchasable upon exercise of one Offered Warrant and the price at which such principal amount of Debt Securities may be purchased upon such exercise; (5) the date on which the right to exercise the Offered Warrants shall commence and the date ("Expiration Date") on which such right shall expire; (6) whether the Warrants represented by the Warrant Certificates will be issued in registered or bearer form, and if registered, where they may be transferred and registered; and (7) any other terms of the Offered Warrants. Warrant Certificates will be exchangeable on the terms specified in the Prospectus Supplement for new Warrant Certificates of different denominations, and Warrants may be exercised at the corporate trust office of the Warrant Agent or any other office indicated in the Prospectus Supplement. Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the Debt Securities purchasable upon such exercise and will not be entitled to payments of principal of, premium, if any, or interest, if any, on the Debt Securities purchasable upon such exercise. EXERCISE OF WARRANTS Each Offered Warrant will entitle the holder to purchase such principal amount of Debt Securities at such exercise price as shall in each case be set forth in, or be determinable as set forth in, the Prospectus Supplement relating to the Offered Warrants by payment of such exercise price in full in the manner specified in the Prospectus Supplement. Offered Warrants may be exercised at any time up to the close of business on the Expiration Date set forth in the Prospectus Supplement relating to the Offered Warrants. After the close of business on the Expiration Date, unexercised Warrants will become void. Upon receipt of payment of the exercise price and the Warrant Certificate properly completed and duly executed at the corporate trust office of the Warrant Agent or any other office indicated in the Prospectus Supplement, the Company will, as soon as practicable, forward the Debt Securities purchasable upon such exercise. If less than all of the Warrants represented by such Warrant Certificate are exercised, a new Warrant Certificate will be issued for the remaining amount of Warrants. PLAN OF DISTRIBUTION The Company may sell the Securities in any of three ways: (i) through underwriters or dealers; (ii) directly to a limited number of purchasers or to a single purchaser; or (iii) through agents. The Prospectus Supplement will set forth the terms of the offering of the Offered Debt Securities and any Offered Warrants 10 12 (collectively, the "Offered Securities"), including the name or names of any underwriters, dealers or agents, the purchase price of the Offered Securities and the proceeds to the Company from such sale, any underwriting discounts and other items constituting underwriters' compensation, and any discounts and commissions allowed or paid to dealers. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. If the Offered Securities are sold through underwriters, the Prospectus Supplement relating thereto will describe the nature of the obligation of the underwriters to take the Offered Securities. The Offered Securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more underwriting firms acting alone. The underwriter or underwriters with respect to a particular underwritten offering of Offered Securities will be named in the Prospectus Supplement relating to such offering, and, if an underwriting syndicate is used, the managing underwriter or underwriters will be set forth on the cover of such Prospectus Supplement. Unless otherwise set forth in the Prospectus Supplement, the obligations of the underwriters to purchase the Offered Securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all the Offered Securities if any are purchased. The Offered Securities may be sold directly by the Company or through agents designated by the Company from time to time. Any agent involved in the offer or sale of the Offered Securities in respect of which this Prospectus is delivered will be named, and any commissions payable by the Company to such agent will be set forth, in the Prospectus Supplement relating thereto. Underwriters and agents who participate in the distribution of the Offered Securities may be entitled under agreements which may be entered into by the Company or Household International to indemnification by the Company and Household International against certain liabilities, including liabilities under the Securities Act of 1933, or to contribution with respect to payments which the underwriters or agents may be required to make in respect thereof. If so indicated in the Prospectus Supplement, the Company will authorize underwriters, dealers or other persons acting as the Company's agents to solicit offers by certain institutions to purchase Offered Securities from the Company pursuant to contracts providing for payment and delivery on a future date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases such institutions must be approved by the Company. The obligations of any purchaser under any such contract will not be subject to any conditions except that (i) the purchase of the Offered Securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject, and (ii) if the Offered Securities are also being sold to underwriters, the Company shall have sold to such underwriters the Offered Securities not sold for delayed delivery. The underwriters, dealers and such other persons will not have any responsibility in respect to the validity or performance of such contracts. There can be no assurance that a secondary market will be created for the Offered Securities or, if it is created, that it will continue. ERISA MATTERS The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), imposes certain restrictions on employee benefit plans ("Plans") that are subject to ERISA and on persons who are fiduciaries with respect to such Plans. In accordance with the ERISA's general fiduciary requirements, a fiduciary with respect to any such Plan who is considering the purchase of Securities on behalf of such Plan should determine whether such purchase is permitted under the governing Plan documents and is prudent and appropriate for the Plan in view of its overall investment policy and the composition and diversification of its portfolio. Other provisions of ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), prohibit certain transactions between a Plan and persons who have certain specified relationships to the Plan ("parties in interest" within the meaning of ERISA or "disqualified persons" within the meaning of Section 4975 of the Code). Thus, a Plan fiduciary considering the purchase of Securities should consider whether such purchase might constitute or result in a prohibited transaction under ERISA or Section 4975 of the Code. 11 13 The Company or Household International may be considered a "party in interest" or a "disqualified person" with respect to many Plans that are subject to ERISA. The purchase of Securities by a Plan that is subject to the fiduciary responsibility provisions of ERISA or the prohibited transaction provisions of Section 4975 of the Code (including individual retirement accounts and other plans described in Section 4975(c)(1) of the Code) and with respect to which the Company or Household International is a party in interest or a disqualified person may constitute or result in a prohibited transaction under ERISA or Section 4975 of the Code, unless such Securities are acquired pursuant to and in accordance with an applicable exemption, such as Prohibited Transaction Class Exemption ("PTCE") 84-14 (an exemption for certain transactions determined by an independent qualified professional asset manager), PTCE 80-51 (an exemption for certain transactions involving bank collective investment funds) or PTCE 90-1 (an exemption for certain transactions involving insurance company pooled separate accounts). Any pension or other employee benefit plan proposing to acquire any Securities should consult with its counsel. 12 14 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Estimated Expenses: Printing & Engraving............................................... $ 75,000 Fees of Trustees................................................... 40,000 Accountants' Fees.................................................. 40,000 Blue Sky Qualification Fees........................................ 15,000 SEC Filing Fee..................................................... 137,932* Rating Service Fees................................................ 500,000 Legal Fees......................................................... 20,000 Miscellaneous...................................................... 12,068 -------- Total......................................................... $840,000 ========
- --------------- * Actual ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The General Corporation Law of Delaware (Section 102) allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or to any of its stockholders for monetary damage for a breach of his/her fiduciary duty as a director, except in the case where the director breached his/her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The Restated Certificate of Incorporation, as amended, of Household International, Inc. ("Household International"), contains a provision which eliminates directors' personal liability as set forth above. The General Corporation Law of Delaware (Section 145) gives Delaware corporations broad powers to indemnify their present and former directors and officers and those of affiliated corporations against expenses incurred in the defense of any lawsuit to which they are made parties by reason of being or having been such directors or officers, subject to specified conditions and exclusions; gives a director or officer who successfully defends an action the right to be so indemnified; and authorizes Household International to buy directors' and officers' liability insurance. Such indemnification is not exclusive of any other right to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or otherwise. Household International's Restated Certificate of Incorporation, as amended, provides for indemnification to the fullest extent as expressly authorized by Section 145 of the General Corporation Law of Delaware for directors, officers and employees of Household International and also to persons who are serving at the request of Household International as directors, officers or employees of other corporations (including subsidiaries such as Household International Netherlands B.V.). This right of indemnification is not exclusive of any other right which any person may acquire under any statute, bylaw, agreement, contract, vote of stockholders or otherwise. An agreement has been entered by ABN AMRO Trust Company (Nederland) B.V. ("ABN AMRO") and Household International Netherlands B.V. (the "Company") under which the Company has agreed to indemnify ABN AMRO from liability arising from its actions as Managing Director of the Company under a management agreement between the Company and ABN AMRO. Under the management agreement, ABN AMRO will provide certain services to the Company including: (i) maintenance of the register of the Company, (ii) preparation and filing of records and returns as required by Dutch law and (iii) maintenance of the registered office for service of process. The indemnity provided by the Company is limited to instances in which a claim or action against ABN AMRO does not arise out of willful misconduct or gross negligence on II-1 15 the part of ABN AMRO. Household International has entered an agreement to guarantee the obligations of the Company under the indemnification agreement with ABN AMRO. Household International has purchased liability policies which indemnify its officers and directors, including those of the Company, against loss arising from claims by reason of their legal liability for acts as officers, subject to limitations and conditions as set forth in the policies. Pursuant to agreements which Household International and the Company may enter into with underwriters or agents (the form of which is included as an exhibit to this Registration Statement), officers and directors of Household International and the Company may be entitled to indemnification by such underwriters or agents against certain liabilities, including liabilities under the Securities Act of 1933, as amended, arising from information appearing in the Registration Statement or any Prospectus or Prospectus Supplement which has been furnished to Household International and the Company by such underwriters or agents. ITEM 16. EXHIBITS. 1 Form of Underwriting Agreement. 4(a) Indenture dated as of September 9, 1993, among the Company, Household International and The First National Bank of Boston, as Trustee. 4(b) Indenture dated as of September 9, 1993, among the Company, Household International and BankAmerica National Trust Company, as Trustee (filing omitted pursuant to Instruction 2 to Item 601 of Regulation S-K because exhibit is substantially identical in all material respects to Exhibit 4(a), except as to parties thereto). 4(c) Forms of Warrant Agreement, including form of Warrant Certificate. 5 Opinion and Consent of Mr. John W. Blenke, Assistant General Counsel and Secretary of Household International. 12(a)* Statement on the Computation of Ratio of Earnings to Fixed Charges of Household International. 23(a) Consent of Arthur Andersen LLP, Certified Public Accountants, for Household International and the Company. 23(b) Consent of Mr. John W. Blenke, Assistant General Counsel and Secretary of Household International, is contained in his opinion (Exhibit 5). 24 Powers of Attorney (included on Pages II-4 and II-6 hereof). 25(a) Statement of eligibility and qualification of The First National Bank of Boston. 25(b) Statement of eligibility and qualification of BankAmerica National Trust Company.
- --------------- * Incorporated by reference herein from Exhibit 12 to (i) the Annual Report on Form 10-K for the fiscal year ended December 31, 1993 and (ii) the Quarterly Report on Form 10-Q for the quarter ended September 30, 1994, of Household International (File No. 1-8198). ITEM 17. UNDERTAKINGS. The undersigned Registrants hereby undertake: (1) To file, during any period in which offers or sales are being made of the Securities registered hereby, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; II-2 16 (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrants pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective. (3) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the Securities offered herein, and the offering of such Securities at that time shall be deemed to be the initial bona fide offering thereof. (4) To remove from registration by means of a post-effective amendment any of the Securities being registered which remain unsold at the termination of the offering. (5) For the Company, to file a post-effective amendment to the Registration Statement to include any financial statements required by Rule 3-19 of Regulation S-X at the start of any delayed offering or throughout a continuous offering. The undersigned Registrants hereby further undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the Securities offered herein, and the offering of such Securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions set forth or described in Item 15 of this Registration Statement, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted against the Registrants by such director, officer or controlling person, in connection with the Securities registered hereby, the Registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 17 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF PROSPECT HEIGHTS, AND STATE OF ILLINOIS, ON THE 23RD DAY OF NOVEMBER, 1994. HOUSEHOLD INTERNATIONAL, INC. By: WILLIAM F. ALDINGER -------------------------- William F. Aldinger President and Chief Executive Officer Each person whose signature appears below constitutes and appoints J.W. Blenke, L.S. Mattenson, J.M. Powell and P.D. Schwartz and each or any of them (with full power to act alone), as his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her in his/her name, place and stead, in any and all capacities, to sign and file, with the Securities and Exchange Commission, any and all amendments (including post-effective amendments) to the Registration Statement, granting unto each such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent or their substitute may lawfully do or cause to be done by virtue hereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED AND ON THE 23RD DAY OF NOVEMBER, 1994.
SIGNATURE TITLE - --------------------------------------------- ---------------------------------------------- WILLIAM F. ALDINGER President, Chief Executive Officer and - --------------------------------------------- Director (William F. Aldinger) (as Principal Executive Officer) DONALD C. CLARK Chairman of the Board and Director - --------------------------------------------- (Donald C. Clark) ROBERT J. DARNALL Director - --------------------------------------------- (Robert J. Darnall) GARY G. DILLON Director - --------------------------------------------- (Gary G. Dillon) Director - --------------------------------------------- (Mary Johnston Evans) CYRUS F. FREIDHEIM, JR. Director - --------------------------------------------- (Cyrus F. Freidheim, Jr.) LOUIS E. LEVY Director - --------------------------------------------- (Louis E. Levy)
II-4 18
SIGNATURE TITLE - --------------------------------------------- ---------------------------------------------- Director - --------------------------------------------- (George A. Lorch) JOHN D. NICHOLS Director - --------------------------------------------- (John D. Nichols) GORDON P. OSLER Director - --------------------------------------------- (Gordon P. Osler) Director - --------------------------------------------- (James B. Pitblado) ARTHUR E. RASMUSSEN Director - --------------------------------------------- (Arthur E. Rasmussen) S. JAY STEWART Director - --------------------------------------------- (S. Jay Stewart) LOUIS W. SULLIVAN Director - --------------------------------------------- (Louis W. Sullivan, M.D.) RAYMOND C. TOWER Director - --------------------------------------------- (Raymond C. Tower) DAVID A. SCHOENHOLZ Senior Vice President-Chief Financial Officer - --------------------------------------------- (as Principal Accounting and Financial (David A. Schoenholz) Officer)
The Registrant reasonably believes that the security rating to be assigned to the Securities registered hereunder will make the Securities "investment grade securities" pursuant to Transaction Requirement B.2 of Form S-3. II-5 19 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF PROSPECT HEIGHTS, AND STATE OF ILLINOIS, ON THE 23RD DAY OF NOVEMBER, 1994. HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. By: JOHN W. BLENKE -------------------- John W. Blenke Chairman of the Board, Chief Executive Officer and President Each person whose signature appears below constitutes and appoints J.W. Blenke, P.D. Schwartz, L.S. Mattenson and J.M. Powell and each or any of them (with full power to act alone), as his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her in his/her name, place and stead, in any and all capacities, to sign and file, with the Securities and Exchange Commission, any and all amendments (including post-effective amendments) to the Registration Statement, granting unto each such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent or their substitutes may lawfully do or cause to be done by virtue hereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED AND ON THE 23RD DAY OF NOVEMBER, 1994.
SIGNATURE TITLE - ------------------------------------------- ------------------------------------------------ JOHN W. BLENKE Chairman of the Board, Chief Executive Officer, - ------------------------------------------- President and Director (as Principal Executive (John W. Blenke) Officer) JOSEPH W. HOFF Vice President, Treasurer (as Principal - ------------------------------------------- Financial Officer) and Director (Joseph W. Hoff) ALLARD J. LUGARD Managing Director - ------------------------------------------- (Allard J. Lugard) (Authorized Officer of ABN AMRO Trust Company (Nederland) B.V.) DAVID A. SCHOENHOLZ Vice President and Controller (as Chief - ------------------------------------------- Accounting Officer) (David A. Schoenholz)
The Registrant reasonably believes that the security rating to be assigned to the Securities registered hereunder will make the Securities "investment grade securities" pursuant to Transaction Requirement B.2 of Form S-3. II-6 EX-1 2 UNDERWRITING AGREEMENT 1 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 2 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 -2- 3 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 -3- 4 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 -4- 5 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 -5- 6 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, -6- 7 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 -7- 8 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 -8- 9 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 -9- 10 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 -10- 11 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 -11- 12 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 -12- 13 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; -13- 14 (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 -14- 15 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 -15- 16 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 -16- 17 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 -17- 18 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 -18- 19 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 -19- 20 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 -20- 21 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 -21- 22 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 -22- 23 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 -23- 24 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 -24- 25 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 -25- 26 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 -26- 27 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. -27- 28 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: -28- 29 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 -2- 31 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] -3- 32 Accepted as of the date hereof: [Name(s) of Representative(s)] By (Title) On behalf of each of the Underwriters -4- 33 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: -2- 36 Date after which Warrants are Exercisable: Expiration Date: Detachable Date: Bearer or Registered Miscellaneous Time of Delivery: Closing Location: Type of Funds: [Other Terms]*: - -------------- * A description of particular tax, accounting or other unusual features of the Securities should be set forth, or referenced to an attached and accompanying description, if necessary to the issuer's understanding of the transaction contemplated. Such a description might appropriately be in the form in which such features will be described in the Prospectus Supplement for the offering. -3- 37 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 -2- 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 -3- EX-4.A 3 INDENTURE 1 EXHIBIT 4(a) HOUSEHOLD INTERNATIONAL NETHERLANDS B.V., AS ISSUER AND HOUSEHOLD INTERNATIONAL, INC. AS GUARANTOR AND THE FIRST NATIONAL BANK OF BOSTON, AS TRUSTEE. INDENTURE Dated as of September 9, 1993 Providing for issuance of Unconditionally Guaranteed Senior Notes in Series 2 HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. HOUSEHOLD INTERNATIONAL, INC. Indenture dated as of September 9, 1993 TABLE OF CONTENTS
PAGE PARTIES RECITALS: General Form of Face of Note General Form of Reverse of Note Form of Trustee's Certificate of Authentication for Notes General Form of `Option to Elect Repayment', if applicable, for Notes ARTICLE I - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01 Definitions "Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 "Affiliate"; "Control" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 "Authorized Newspaper" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 "Board of Directors" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 "Board Resolution" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 "Business Day" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 "Commission or SEC" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 "Company" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 "Company Request"; "Company Order" . . . . . . . . . . . . . . . . . . . . . . . 12 "Corporate Trust Officer" . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 "Depository" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 "Depository Note" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 "Dollar" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 "ECU" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 "European Communities" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 "Event of Default" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
i 3 "Foreign Currency" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 "Guarantee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 "Guarantor" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 "Holder" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 "Indenture" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 "Independent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 "Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 "Interest Payment Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 "Maturity" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 "Note Register"; "Note Registrar" . . . . . . . . . . . . . . . . . . . . . . . 13 "Officers' Certificate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 "Opinion of Counsel" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 "Original Issue Discount Note" . . . . . . . . . . . . . . . . . . . . . . . . . 14 "Outstanding" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 "Paying Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 "Person" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 "Predecessor Notes" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 "Redemption Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 "Redemption Price" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 "Regular Record Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 "Responsible Officer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 "Senior Notes" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 "Special Record Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 "Stated Maturity" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 "Subsidiary" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 "Trustee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 "Trust Indenture Act or TIA" . . . . . . . . . . . . . . . . . . . . . . . . . . 16 "Voting Stock" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 1.02 Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . 16 SECTION 1.03 Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . 17 SECTION 1.04 Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 SECTION 1.05 Notices, etc., to Trustee and Company . . . . . . . . . . . . . . . . . 19 SECTION 1.06 Notices to Holders, Waiver . . . . . . . . . . . . . . . . . . . . . . . 19 SECTION 1.07 Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . . . 20 SECTION 1.08 Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . 20 SECTION 1.09 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . 20 SECTION 1.10 Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . 20 SECTION 1.11 Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . 20 SECTION 1.12 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 SECTION 1.13 Payment on Business Day . . . . . . . . . . . . . . . . . . . . . . . . 21 SECTION 1.14 Incorporation by Reference of Trust Indenture Act . . . . . . . . . . . 21
ii 4 ARTICLE II - ISSUE, EXECUTION AND REGISTRATION OF SENIOR NOTES SECTION 2.01 Issuance of Notes in Series . . . . . . . . . . . . . . . . . . . . . . 21 SECTION 2.02 Authentication and Delivery of Notes . . . . . . . . . . . . . . . . . . 22 SECTION 2.03 Execution of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 SECTION 2.04 Temporary Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 SECTION 2.05 Exchanges and Transfers of Notes . . . . . . . . . . . . . . . . . . . . 24 SECTION 2.06 Mutilated, Destroyed, Lost or Stolen Notes . . . . . . . . . . . . . . . 25 SECTION 2.07 Payment of Interest; Interest Rights Preserved . . . . . . . . . . . . . 26 SECTION 2.08 Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . 28 SECTION 2.09 Cancellation of Notes . . . . . . . . . . . . . . . . . . . . . . . . . 28 SECTION 2.10 Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . 28 SECTION 2.11 Securities Issuable in the Form of a Depository Note . . . . . . . . . . 29 SECTION 2.12 Benefit of Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . 30 SECTION 2.13 CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 ARTICLE III - COVENANTS OF THE COMPANY SECTION 3.01 Payment of Principal, Premium and Interest . . . . . . . . . . . . . . . 31 SECTION 3.02 Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . 32 SECTION 3.03 Money for Note Payments to be Held in Trust . . . . . . . . . . . . . . 32 SECTION 3.04 Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . 33 SECTION 3.05 Maintenance of Accounts . . . . . . . . . . . . . . . . . . . . . . . . 33 SECTION 3.06 Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . 34 ARTICLE IV - COVENANTS OF THE GUARANTOR SECTION 4.01 Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . 34 SECTION 4.02 Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . 34 SECTION 4.03 Filing of Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 SECTION 4.04 Not Subject Property to Lien Without Securing Notes Rateable; Waiver of Covenant . . . . . . . . . . . . . . . . . . . . . . . . . 34 SECTION 4.05 Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . 37 ARTICLE V - REPAYMENT AT OPTION OF HOLDERS SECTION 5.01 Optional Repayment of Notes . . . . . . . . . . . . . . . . . . . . . . 37 SECTION 5.02 Repayment Procedure for Notes . . . . . . . . . . . . . . . . . . . . . 37
iii 5 ARTICLE VI - REDEMPTION OF NOTES; SINKING FUNDS SECTION 6.01 Applicability of Redemption Provisions . . . . . . . . . . . . . . . . . 38 SECTION 6.02 Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . 38 SECTION 6.03 Selection by Trustee of Notes to be Redeemed . . . . . . . . . . . . . . 38 SECTION 6.04 Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . 39 SECTION 6.05 Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . 39 SECTION 6.06 Notes Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . 39 SECTION 6.07 Notes Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . 40 SECTION 6.08 Sinking Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 SECTION 6.09 Satisfaction of Sinking Fund Payments with Notes . . . . . . . . . . . . 40 SECTION 6.10 Redemption of Notes for Sinking Fund . . . . . . . . . . . . . . . . . . 41 ARTICLE VII - SATISFACTION AND DISCHARGE SECTION 7.01 Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . 41 SECTION 7.02 Application Of Trust Money . . . . . . . . . . . . . . . . . . . . . . . 42 SECTION 7.03 Satisfaction, Discharge, and Defeasance of Notes of any Series . . . . . . . . . . . . . . . . . . . . . . 42 SECTION 7.04 Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 ARTICLE VIII - REMEDIES SECTION 8.01 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 SECTION 8.02 Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . 46 SECTION 8.03 Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . . . . . . . . . . . . . . 47 SECTION 8.04 Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . 48 SECTION 8.05 Trustee May Enforce Claims Without Possession of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 SECTION 8.06 Application of Money Collected . . . . . . . . . . . . . . . . . . . . . 49 SECTION 8.07 Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . 49 SECTION 8.08 Unconditional Right of Holders to Receive Principal, Premium and Interest . . . . . . . . . . . . . . . . . 50 SECTION 8.09 Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . 50 SECTION 8.10 Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . 50 SECTION 8.11 Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . 50 SECTION 8.12 Control by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 SECTION 8.13 Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . 51 SECTION 8.14 Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . 51 SECTION 8.15 Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . 51
iv 6 ARTICLE IX - THE TRUSTEE SECTION 9.01 Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . 52 SECTION 9.02 Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 SECTION 9.03 Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . 53 SECTION 9.04 Not Responsible for Recitals or Issuance of Notes . . . . . . . . . . . 54 SECTION 9.05 May Hold Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 SECTION 9.06 Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . 54 SECTION 9.07 Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . 54 SECTION 9.08 Corporate Trustee Required; Eligibility; Disqualification; Conflicting Interests . . . . . . . . . . . . . 55 SECTION 9.09 Preferential Collection of Claims Against Company . . . . . . . . . . . 56 SECTION 9.10 Resignation and Removal; Appointment of Successor . . . . . . . . . . . 56 SECTION 9.11 Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . 57 SECTION 9.12 Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . . . . . . . 57 ARTICLE X - HOLDERS' LIST AND REPORTS BY TRUSTEE AND COMPANY SECTION 10.01 Company to Furnish Trustee Names and Addresses of Holders . . . . . . . . . . . . . . . . . . . . . . . 58 SECTION 10.02 Preservation of Information; Communications to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 SECTION 10.03 Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 ARTICLE XI - CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 11.01 Guarantor May Consolidate, etc. only on Certain Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 SECTION 11.02 Company May Consolidate, etc. only on Certain Terms . . . . . . . . . . 59 SECTION 11.03 Successor Corporation Substituted . . . . . . . . . . . . . . . . . . . 60 ARTICLE XII - SUPPLEMENTAL INDENTURES SECTION 12.01 Supplemental Indentures Without Consent of Holders . . . . . . . . . . . 61 SECTION 12.02 Supplemental Indentures With Consent of Holders . . . . . . . . . . . . 62 SECTION 12.03 Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . 63 SECTION 12.04 Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . 63 SECTION 12.05 Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . 63 SECTION 12.06 Reference in Notes to Supplemental Indentures . . . . . . . . . . . . . 63
v 7 Tie of certain provisions of Trust Indenture Act of 1939, as amended, with Indenture, dated as of September 9, 1993, among Household International Netherlands B.V., Household International, Inc. and The First National Bank of Boston, as Trustee*
Section of Section of Act Indenture - -------------- ---------- 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.08 (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.08 (a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable (a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.08, 9.10 311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.09 (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.09 312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.01 10.02(a) (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.02(b) (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.02(b) 313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.03(a) (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.03(a) (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.03(a) 10.03(b) (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.03(c) 314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.05,4.03 (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable (c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02 (c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02 (c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.02 315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.01(a) 9.01(c) (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.02 10.03(a) (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.01(b) 315(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.01(c) (d)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.01(c)(1) (d)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.01(c)(2) (d)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.01(c)(3) (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.14 vi 316(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.01
*This tie of provisions does not constitute a part of the Indenture and is for convenience of reference only. 8 (a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.02 8.12 (a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.13 (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.08 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.03 (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.04 (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.03 318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.07
vii 9 THIS INDENTURE, dated as of the 9th day of September 1993, among Household International Netherlands B.V., a corporation incorporated under the laws of the Netherlands (herein called the "Company"), having its principal place of business at Hoekenrode 6, 1102 BR Amsterdam, Netherlands, Household International, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (hereinafter called the "Guarantor"), having its principal office at 2700 Sanders Road, Prospect Heights, Illinois 60070, and The First National Bank of Boston, a national banking corporation organized and existing under the laws of the United States (hereinafter called the "Trustee"). WITNESSETH: WHEREAS, the Company deems it necessary from time to time to borrow money for its corporate purposes and to issue its senior notes therefor, and to that end has duly authorized and directed the execution and delivery of this Indenture to provide for one or more series of its unsecured senior notes, or other evidences of indebtedness (hereinafter called "Senior Notes" or "Notes"), issuable as in this Indenture provided; WHEREAS, the Guarantor has duly authorized the execution and delivery of this Indenture and deems it appropriate from time to time to issue its guarantees of the Senior Notes on the terms and substantially in the form herein provided (the "Guarantees"); and WHEREAS, the general forms of the Senior Notes, the Trustee's certificate of authentication to be borne by the Senior Notes, and the general form of the `Option to Elect Repayment' (if applicable) may be as follows, with any insertions, omissions and variations as the Board of Directors of the Company may determine in accordance with the provisions of this Indenture, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto: [GENERAL FORM OF FACE OF SENIOR NOTE] [If the Note is an Original Issue Discount Note, insert--For purposes of Sections 1271-1273 of the United States Internal Revenue Code of 1986, as amended, the issue price of this Senior Note is % of its principal amount and the issue date is , 19 .] No. HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. ....% Senior Note HOUSEHOLD INTERNATIONAL NETHERLANDS B.V., a corporation incorporated under the laws of the Netherlands (hereinafter called the "Company", which term includes any successor corporation under 10 - 2 - the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of on . [If the Senior Note is to bear interest prior to Maturity, insert--, and to pay interest thereon at the rate per annum [of %] [set forth on the reverse of this Note]. The Company will pay interest from , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [Insert frequency of interest periods.] (beginning ) on , until the principal hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Holder of this Senior Note (or one or more Predecessor Notes) of record at the close of business on the Regular Record Date for such interest, which shall be [If applicable, insert--except that interest payable at Maturity shall be paid to the same Person to whom the principal of this Senior Note is payable.] Interest will be computed on the basis of [Insert method of computing interest]. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Holder of this Senior Note (or one or more Predecessor Notes) of record at the close of business on a Special Record Date fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to Holders not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Senior Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.] [If the Senior Note is not to bear interest prior to Maturity, insert--The principal of this Senior Note shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Note shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] Payment of the principal of (and premium, if any) on this Senior Note and, unless otherwise paid as hereinafter provided, the interest (if any) thereon will be made at the office or agency of 11 - 3 - the Trustee in the , in such coin or currency of the [United States of America as at the time of payment is legal tender for payment of public and private debts,] provided, however, that payment of interest may be made at the option of the Company by check or draft mailed to the Person entitled thereto at his address appearing in the Note Register. Additional provisions of this Senior Note are set forth on the reverse hereof. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Senior Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Senior Note shall be construed in accordance with and governed by the laws of the State of Illinois. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its facsimile corporate seal. Dated: HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. ATTEST: By ______________________________________ [GENERAL FORM OF REVERSE OF NOTE] HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. ....% Senior Note This Senior Note is one of a duly authorized issue of Senior Notes of the Company (herein called the "Senior Notes"), issuable in series, unlimited in aggregate principal amount except as may be otherwise provided in respect of the Senior Notes of a particular series, issued and to be issued under and pursuant to an Indenture dated as of September 9, 1993 (herein called the "Indenture"), duly executed and delivered by the Company, Household International, Inc., a Delaware corporation (the "Guarantor"), and The First National Bank of Boston, as Trustee, and is one of a series designated as % Senior Notes due (herein called the " % Senior Notes"), [Insert, as applicable-- unlimited in aggregate principal amount--or-- limited in aggregate principal amount to $ .] Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company, the Guarantor and the Holders. [AT THE COMPANY'S OPTION, ADDITIONAL PROVISIONS APPLICABLE TO INTEREST RATE MAY BE INSERTED HERE] 12 - 4 - [If applicable, insert--The Senior Notes of this series are subject to redemption upon not less than 30 days' notice by mail, [if applicable, insert--(1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [on or after , 19 ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before , %, and if redeemed] during the 12-month period beginning of the years indicated,
Redemption Redemption Year Price Year Price ---- ---------- ---- ----------
and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption [if applicable, insert--[whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Senior Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert--The Senior Notes of this series are subject to redemption upon not less than 30 days' notice by mail, (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during a 12-month period beginning of the years indicated,
Redemption Price for Redemption Redemption Price for Through Operation Redemption Otherwise of the Than Through Operation Year Sinking Fund of the Sinking Fund ---- ----------------- ----------------------
13 - 5 - and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Senior Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture]. [The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [not less than] $ [("mandatory sinking fund") and not more than $ ] aggregate principal amount of Senior Notes of this series. [Senior Notes of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made-in the inverse order in which they become due.] [In the event of redemption of this Senior Note in part only, a new Senior Note or Senior Notes of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert--The Senior Notes of this series will be repayable on , , at the option of the holders of the Senior Notes of this series, at 100% of their principal amount together with interest (if any) payable to the date of repayment, except that interest, the Stated Maturity of which is on or prior to such repayment date, shall be payable to the Holders of Senior Notes of this series, [or one or more Predecessor Notes,] of record on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. In order for a Senior Note of this series to be repaid, the Trustee must receive at its office in (or at such other address of which the Company may from time to time notify Holders), during the period from and including , to and including , (or, if such , is not a Business Day, the next succeeding Business Day) (i) this Senior Note with the form entitled 'Option to Elect Repayment' on the reverse of this Senior Note duly completed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States of America setting forth the name of the Holder of this Senior Note, the principal 14 - 6 - amount of this Senior Note, the amount of this Senior Note to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Senior Note to be repaid with the form entitled 'Option to Elect Repayment' on the reverse of this Senior Note duly completed will be received by the [Trustee] [Company] not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter and such Senior Note and form duly completed are received by the [Trustee] [Company] by such fifth Business Day. Any such notice received by the [Trustee] [Company] during the period from and including , to and including , shall be irrevocable. The repayment option may be exercised by the Holder of this Senior Note for less than the entire principal amount of this Senior Note provided the principal amount which is to be repaid is equal to $ or an integral multiple of $ . All questions as to the validity, eligibility (including time of receipt) and acceptance of any Senior Note of this series for repayment will be determined by the Company, whose determination will be final and binding.] [If the Senior Note is not an Original Issue Discount Note,--If any Event of Default with respect to Senior Notes of this series shall occur and be continuing, the principal of the Senior Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Senior Note is an Original Issue Discount Note,--If an Event of Default with respect to Senior Notes of this series shall occur and be continuing, an amount of principal of the Senior Notes of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to--Insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal of and interest, if any, on the Senior Notes of this series shall terminate.] The Indenture provides that each Holder of a Senior Note is entitled to the benefits of a Guarantee by the Guarantor of the timely payment of the principal of, premium, if any, and interest on the Senior Note. The Guarantee enclosed herein is an integral part of this Senior Note. [The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Company on this Senior Note upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Senior Note.] 15 - 7 - The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the Guarantor and the rights of the Holders under the Indenture at any time by the Company, the Guarantor and the Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the Senior Notes at the time Outstanding of each series which is affected by such amendment or modification, except that certain amendments specified in the Indenture may be made without approval of Holders of the Senior Notes. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Senior Notes of any series to waive on behalf of the Holders of such series of Senior Notes compliance by the Company or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Senior Note shall be binding upon such Holder and upon all future Holders of this Senior Note and any Senior Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Senior Note. No reference herein to the Indenture and no provision of this Senior Note or of the Indenture shall alter or impair the obligations of the Company and the Guarantor, which are absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Senior Note at the times, place, and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, transfer of this Senior Note is registrable on the Note Register, upon surrender of this Senior Note for registration of transfer at the office or agency of the Trustee in the , duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Senior Notes of the same series containing identical terms and provisions, of authorized denominations and for a like aggregate principal amount, will be issued to the designated transferee or transferees. The % Senior Notes are issuable only as registered Senior Notes without coupons in denominations of $100,000 or any amount in excess thereof which is an integral multiple of [$________]. As provided in the Indenture and subject to certain limitations therein set forth, Senior Notes are exchangeable for a like aggregate principal amount of Senior Notes of the same series containing identical terms and provisions and of different authorized denominations, as requested by the Holder surrendering the same. 16 - 8 - No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the person in whose name this Senior Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Senior Note be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Senior Note which are defined in the Indenture have the meanings assigned to them in the Indenture. [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION FOR SENIOR NOTES] This is one of the Senior Notes designated herein referred to in the within-mentioned Indenture. 17 - 9 - The First National Bank of Boston, as Trustee Dated:_________________________ By_________________________ Authorized Signature [FORM OF GUARANTEE] GUARANTEE OF HOUSEHOLD INTERNATIONAL, INC. FOR VALUE RECEIVED, Household International, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Guarantor"), hereby unconditionally guarantees to the Holder of the Senior Note upon which this Guarantee is endorsed the due and punctual payment of the principal of, premium, if any, and interest on said Senior Note, when and as the same shall become due and payable, whether at maturity or otherwise, according to the terms thereof and of the Indenture referred to therein. The Guarantor agrees to determine, at least one Business Day prior to the date upon which a payment of principal of, or premium, if any, or interest on said Senior Note is due and payable, whether the Company has available the funds to make such payment as the same shall become due and payable. In case of the failure of the Company punctually to pay any such principal, premium, if any, or interest, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrevocable, and absolute, irrespective of the validity, regularity, or enforceability of said Senior Note or the Indenture, the absence of any action to enforce the same, any waiver or consent by the Holder of said Senior Note with respect to any provisions hereof, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Guarantor hereby waives diligence, presentment, notice of non-payment, demand of payment, any right to require a proceeding first against the Company, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, protest or notice with respect to the Senior Note upon which this Guarantee is endorsed or indebtedness evidenced thereby and all notices and demands to the Company or the Guarantor whatsoever and covenants that this Guarantee will not be discharged except by complete performance of the obligations 18 - 10 - contained in said Senior Note and this Guarantee. In the event of a default in the payment of principal of, premium, if any, or interest on said Senior Note, the Holder of said Senior Note may institute legal proceedings directly against the Guarantor to enforce this Guarantee without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holder of said Senior Note against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not, without the consent of the Holders of all of the Outstanding Senior Notes, be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, premium, if any, and interest on all Senior Notes shall have been paid in full or payment thereof shall have been provided for in accordance with the Indenture. Notwithstanding anything to the contrary contained herein, if following any payment of principal, premium, if any, or interest by the Company on said Senior Note to the Holder of the Senior Note it is determined by a final decision of a court of competent jurisdiction that such payment shall be avoided by a trustee in bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C. Section 547 (or any successor statute) and such payment is paid by such Holder to such trustee in bankruptcy, then and to the extent of such repayment the obligations of the Guarantor hereunder shall remain in full force and effect. This Guarantee ranks equally with all other unsecured and unsubordinated obligations of the Guarantor. This Guarantee will remain in full force and effect until the principal of, premium, if any, and interest on the Senior Note have been fully paid. As provided in the Indenture, the Guarantor may under certain circumstances assume all rights and obligations of the Company under the Indenture with respect to the Senior Note. This Guarantee shall not be valid or become obligatory for any purpose with respect to the Senior Note upon which it is endorsed until the certificate of authentication on said Senior Note shall have been signed by the Trustee or the authenticating agent. 19 - 11 - This Guarantee shall be governed by the laws of the State of Illinois. IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed under its corporate seal. HOUSEHOLD INTERNATIONAL, INC. By_______________________________ Attest: _______________________________ [GENERAL FORM OF "OPTION TO ELECT REPAYMENT", IF APPLICABLE, FOR SENIOR NOTES] OPTION TO ELECT REPAYMENT The undersigned hereby requests and irrevocably instructs the Company to repay the within Senior Note on the first occurring not less than nor more than days after the date of receipt of the within Note by the Trustee at Attention: (or at such other place of which the Company shall from time to time notify the Holder of the within Senior Note), at a price equal to the principal amount thereof, [together with interest to the date of repayment], to the undersigned at ______________________________________________________________________________ ______________________________________________________________________________ Please Print or Typewrite Name and Address of the Undersigned Dated NOTICE: The Signature to This Request and Instruction Must Correspond With the Name as It Appears Upon the Face of the Note in Every Particular Without Alteration or Enlargement or any Change Whatever. WHEREAS, all things necessary to make this Indenture a valid agreement of the Company and the Guarantor, in accordance with its terms, have been done. 20 - 12 - Now, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of Senior Notes to be issued hereunder by Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows: ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. DEFINITIONS. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; (2) all other terms used herein which are defined in the TIA, either directly or by reference therein, have the meanings assigned to them therein; and (3) all accounting terms not otherwise defined herein have the meanings assigned to them, with respect to the Guarantor, in accordance with United States generally accepted accounting principles, and with respect to the Company, in accordance with Dutch generally accepted accounting principles. "Act" when used with respect to any Holder has the meaning specified in Section 1.04. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Authorized Newspaper" when used in connection with the name of a particular city, means a newspaper, printed in an official language of the country of publication, of general circulation and customarily published in such city on each Business Day, whether or not published on Saturdays, Sundays or holidays. Whenever successive weekly publications in an Authorized Newspaper are required hereunder they may be made (unless otherwise expressly 21 - 13 - provided herein) on the same or different days of the week and in the same or in different Authorized Newspapers. "Board of Directors" means either the board of directors of the Company or the Guarantor, as the case may be, any duly authorized committee of that board, or any officer of the Company or the Guarantor duly authorized by the board of directors of the Company or the Guarantor, as the case may be, or a duly authorized committee of that board. "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or the Guarantor, as applicable, to have been duly adopted by the Board of Directors of the Company or the Guarantor, as the case may be, and to be in full force and effect on the date of such certification, and delivered to the Trustee. "Business Day" means each Monday, Tuesday, Wednesday, Thursday or Friday which is not a legal holiday for banking institutions in the particular city with reference to which the determination as to Business Day is being made. "Commission" or "SEC" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. "Company" means the Person named as the Company in the first paragraph of this Indenture until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter Company shall mean such successor corporation. "Company Request", "Company Order" and "Company Consent" mean, respectively, a written request, order or consent signed in the name of the Company by its President or a Vice President, and by its Treasurer, an Assistant Treasurer, Controller, an Assistant Controller, Secretary or an Assistant Secretary, and delivered to the Trustee. "Corporate Trust Office" means principal office of the Trustee in Canton, Massachusetts, at which its corporate trust business shall be administered. "Depository" shall mean, with respect to Senior Notes of any series for which the Company shall determine that such Senior Notes will be issued in the form of one or more Depository Notes, The Depository Trust Company, New York, New York, another clearing agency or any successor registered under the Securities Exchange 22 - 14 - Act of 1934, or other applicable statute or regulation, which, in each case, shall be designated by the Company pursuant to either Section 2.01 or 2.11. "Depository Note" shall mean, with respect to any series of Senior Notes, a Senior Note executed by the Company and authenticated and delivered by the Trustee to the Depository or pursuant to the Depository's instruction, all in accordance with this Indenture and pursuant to a Company Order, which (i) shall be registered as to principal and interest in the name of the Depository or its nominee and (ii) together with all other Depository Notes of such series, if any, shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all of the Outstanding Senior Notes of such series. "Dollar" means the coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. "ECU" means the European Currency Unit as defined and revised from time to time by the council of the European Communities. "European Communities" means the European Economic Community, the European Coal and Steel Community and the European Atomic Energy Community. "Event of Default" has the meaning specified in Section 8.01. "Foreign Currency" means such coin or currency issued by the government of a country other than the United States which at the time of payment is legal tender in the country of issuance for the payment of public and private debts or a composite coin or currency the value of which is determined by reference to the values of the currencies of any specific group of countries. "Guarantee" means the agreement of the Guarantor, in substantially the form set forth herein as provided in Section 2.12 hereof, to be endorsed on the Senior Notes authenticated and delivered hereunder. "Guarantor" means the party named as such in the first paragraph of this Indenture until a successor replaces it and thereafter means such successor. "Holder" means a Person in whose name a Senior Note is registered in the Note Register. "Indenture" means this Indenture dated as of September 9, 1993, and, unless the context otherwise indicates, all indentures supplemental hereto from time to time in effect. 23 - 15 - "Independent" when used with respect to any specified Person means such a Person who (1) is in fact independent, (2) does not have any material direct or indirect financial interest in the Company, the Guarantor or in any other obligor upon the Senior Notes or in any Affiliate of the Company, the Guarantor or of such other obligor, and (3) is not connected with the Company, the Guarantor or such other obligor or any Affiliate of the Company, the Guarantor or of such other obligor, as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. Whenever it is herein provided that any Independent Person's opinion or certificate shall be furnished to the Trustee, such Person shall be appointed by a Company Order, and such opinion or certificate shall state that the signer has read this definition and that the signer is Independent within the meaning hereof. "Interest" when used with respect to an Original Issue Discount Note which by its terms bears interest only after Maturity, means interest payable after Maturity. "Interest Payment Date" means the Stated Maturity of interest on Senior Notes of a particular series. "Maturity" when used with respect to Senior Notes of a particular series means the date on which the principal or any instalment of principal of such Senior Notes becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. "Note Register" and "Note Registrar" have the respective meanings specified in Section 2.05. "Officers' Certificate" means a certificate signed by the Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary of the Company or the Guarantor, as the case may be, and delivered to the Trustee. Wherever this Indenture requires that an Officers' Certificate be signed also by an accountant or other expert, such accountant or other expert (except as otherwise expressly provided in this Indenture) may be in the employ of the Company or the Guarantor. "Opinion of Counsel" means written opinion of counsel, who may be any one or more of counsel for the Company or the Guarantor, or other counsel reasonably satisfactory to the Trustee. "Original Issue Discount Note" means any Senior Note which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 8.02. 24 - 16 - "Outstanding" when used with respect to Senior Notes means, as of the date of determination, all Senior Notes theretofore authenticated and delivered under this Indenture, except: (i) Senior Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (ii) Senior Notes or portions thereof for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent, other than the Company or the Guarantor, in trust or set aside and segregated in trust by the Company or the Guarantor (if the Company or the Guarantor shall act as Paying Agent) for the Holders of such Senior Notes, provided that, if such Senior Notes or any portions thereof are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; (iii) Senior Notes which have been paid pursuant to Section 2.06 or in exchange for or in lieu of which other Senior Notes have been authenticated and delivered pursuant to this Indenture other than any such Senior Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Senior Notes are held by a bona fide purchaser in whose hands such Senior Notes are valid obligations of the Company; and (iv) any such Senior Notes which have been defeased pursuant to Section 7.03. provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Senior Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, or for any other purpose, (i) Senior Notes owned by the Company, the Guarantor or any other obligor upon the Senior Notes or any Affiliate of the Company, the Guarantor or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Senior Notes which the Trustee knows to be so owned shall be so disregarded, and Senior Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Senior Notes and that the pledgee is not the Company, the Guarantor or any other obligor upon the Senior Notes or any Affiliate of the Company, the Guarantor or such other obligor, and (ii) the principal amount of an Original Issue Discount Note or a Senior Note denominated in a Foreign Currency, as the case may be, that is deemed to be Outstanding for such purposes shall be the amount of 25 - 17 - the principal thereof that, for an Original Issue Discount Note, would be due and payable as of the date of such determination upon a declaration of acceleration pursuant to Section 8.02 or, for a Senior Note denominated in a Foreign Currency, as calculated pursuant to Section 1.04(f). "Paying Agent" means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Senior Notes on behalf of the Company. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Predecessor Notes" of any particular Senior Note means every previous Senior Note evidencing all or a portion of the same debt as that evidenced by such particular Senior Note; and, for purposes of this definition, any Senior Note authenticated and delivered under Section 2.06 in exchange for or in lieu of a mutilated, destroyed, lost, or stolen Senior Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost, or stolen Senior Note. "Redemption Date" when used with respect to any Senior Note to be redeemed means the date fixed for such redemption by or pursuant to this Indenture, any indenture supplemental hereto, or resolution of the Board of Directors as provided in Section 2.01 of this Indenture. "Redemption Price" when used with respect to any Senior Note to be redeemed means the price at which it is to be redeemed pursuant to this Indenture, any indenture supplemental hereto, or resolution of the Board of Directors as provided in Section 2.01 of this Indenture. "Regular Record Date" for the interest payable on any Interest Payment Date means, with respect to Senior Notes of any series, the date specified as the Regular Record Date therefor in the relevant supplemental indenture or resolution of the Board of Directors authorizing such series of Senior Notes. "Responsible Officer" when used with respect to the Trustee means an officer of the Trustee assigned to the Corporate Trust Office, including any vice president or assistant vice president, any trust officer or assistant trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 26 - 18 - "Senior Notes" and "Notes" means all debt securities issued under this Indenture, regardless of series. "Special Record Date" for the payment of any Defaulted Interest (as defined in Section 2.07) means a date fixed by the Trustee pursuant to Section 2.07. "Stated Maturity" when used with respect to any Senior Note or any instalment of principal thereof or any instalment of interest thereon means the date specified in such Senior Note as the fixed date on which the principal of such Senior Note or such instalment of principal or interest is due and payable. "Subsidiary" means any corporation at least a majority of the shares of the Voting Stock (or the equivalent thereof, in the case of corporations organized outside the United States of America) of which shall at the time be owned, directly or indirectly, by the Guarantor or by one or more Subsidiaries thereof, or by the Company and one or more Subsidiaries thereof. "Trustee" means the Person named as the Trustee in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter Trustee shall mean such successor Trustee. "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as it may be amended from time to time. "Voting Stock", as applied to the stock of any corporation, means stock of any class or classes (however designated) having ordinary voting power for the election of a majority of the directors of such corporation, other than stock having such power only by reason of the happening of a contingency. SECTION 1.02 - COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application or request by the Company or the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company or the Guarantor, as the case may be, shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. 27 - 19 - Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Person as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an officer of the Company or the Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, any officer or officers of the Company or the Guarantor, as the case may be, stating that the information with respect to such factual matters is in the possession of the Company or the Guarantor, as the case may be, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, 28 - 20 - opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. SECTION 1.04. ACTS OF HOLDERS. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the Company and the Guarantor. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the 'Act' of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section. 9.01) conclusive in favor of the Trustee and the Company and the Guarantor, if made in the manner provided in this Section 1.04. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgements of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient, and the Trustee may in any instance require proof with respect to any of the matters referred to in this Section 1.04. (c) The ownership of Senior Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Senior Note shall bind every future Holder of the same Senior Note and the Holder of every Senior Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Company or the Guarantor in reliance thereon, whether or not notation of such action is made upon such Senior Note. (e) In determining whether the Holders of the requisite principal amount of Outstanding Senior Notes of any series have 29 - 21 - given any request, demand, authorization, direction, notice, consent or waiver under this Indenture, the principal amount of an Original Issue Discount Note that may be counted in making such determination and that shall be deemed to be Outstanding for such purposes shall be equal to the amount of the principal thereof that would be due and payable pursuant to the terms of such Original Issue Discount Note upon a declaration of acceleration pursuant to Section 8.02 at the time the taking of such action by the Holders of such requisite principal amount of Outstanding Senior Notes is evidenced to the Trustee, as provided in Subsection (a) of this Section. (f) For the purposes of calculating the principal amount of Senior Notes of any series denominated in ECUs or a currency issued by the government of any country other than the United States for any purpose under this Indenture, the principal amount of such Senior Notes at any time outstanding shall be deemed to be that amount of Dollars that could be obtained for such principal amount on the basis of a spot rate of exchange specified to the Trustee in an Officers' Certificate for ECUs or such currency into Dollars as of the date of any such calculation. (g) If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Senior Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Senior Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. SECTION 1.05. NOTICES, ETC., TO TRUSTEE AND COMPANY. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Company or the Guarantor shall be sufficient for every purpose hereunder if 30 - 22 - made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or (2) the Company or the Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company or the Guarantor addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company or the Guarantor. SECTION 1.06. NOTICES TO HOLDERS, WAIVER. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders and any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made that is satisfactory to the Trustee shall constitute a sufficient notification for every purpose hereunder. In case, by reason of the suspension of publication of any Authorized Newspaper, or by reason of any other cause, it shall be impossible to make publication of any notice in an Authorized Newspaper or Authorized Newspapers as required by this Indenture, then such method of publication or notification as shall be made with the approval of the Trustee shall constitute a sufficient publication of such notice. SECTION 1.07. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Indenture by any of the provisions of TIA, such required provision shall control. 31 - 23 - SECTION 1.08. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. SECTION 1.09. SUCCESSORS AND ASSIGNS. All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. SECTION 1.10. SEPARABILITY CLAUSE. In case any provision in this Indenture or in the Senior Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 1.11. BENEFITS OF INDENTURE. Nothing in this Indenture or in the Senior Notes, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. SECTION 1.12. GOVERNING LAW. This Indenture and each Senior Note issued hereunder shall be construed in accordance with and governed by the laws of the State of Illinois. SECTION 1.13. PAYMENT ON BUSINESS DAY. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Senior Note shall not be a Business Day, then (notwithstanding any other provision of this Indenture) payment of interest or principal (and premium, if any), as the case may be, need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, or Stated Maturity, as the case may be. SECTION 1.14. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. Whenever this Indenture refers to a section of the TIA, that section, as in effect on any particular date, is incorporated by reference in and made a part of this Indenture. If the numerical designation of a section of the TIA is changed subsequent to the date of this Indenture as a result of an amendment to the TIA, then the reference in this Indenture to such section shall be deemed to refer to the numerical designation of such section as amended. The following TIA terms used in this Indenture have the following meanings: "indenture securities" means the Senior Notes. "indenture security holder" means a Holder. 32 - 24 - "indenture to be qualified" means this Indenture. "indenture trustee" or "institutional trustee" means the Trustee. "obligor" on the indenture securities means the Company, the Guarantor or any other obligor on the Senior Notes. All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by the TIA or such statute or rule. ARTICLE II ISSUE, EXECUTION AND REGISTRATION OF SENIOR NOTES SECTION 2.01. ISSUANCE OF NOTES IN SERIES. At the option of the Company, the Senior Notes issued hereunder, which are unlimited in aggregate principal amount except as may be otherwise provided in respect of the Senior Notes of a particular series, may be issued in one or more series. The Senior Notes of each series may be generally in the form provided in this Indenture (with any such insertions, omissions and variations as determined by the Board of Directors), to bear such series designation, to mature on such date, to bear interest at such rate and payable on such dates, and to have such other terms and provisions (including the currency of denomination, which may be Dollars, Foreign Currency, ECU or other currency or unit specified therein, specification as to whether Depository Note or an Original Issue Discount Note, and including any addition to, or modification or deletion of, any Event of Default or any covenant of the Company or the Guarantor specified herein with respect to Senior Notes of the series), all as shall, prior to the authentication thereof, be established, consistently with the other provisions of this Indenture, by resolution or approval of the Board of Directors and set forth in an Officers' Certificate, or in one or more supplemental indentures approved by the Board of Directors. All Senior Notes of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to (i) a Board Resolution and (subject to Section 2.02) set forth in such Officers' Certificate or (ii) in any indenture supplemental hereto. If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms of the series. 33 - 25 - At or prior to the issuance of any of the Guarantees, the exact form and terms of such Guarantees, which shall be in substantially the form set forth herein, shall be established by or pursuant to a Board Resolution of the Guarantor and set forth in an Officer's Certificate of the Guarantor. SECTION 2.02. AUTHENTICATION AND DELIVERY OF NOTES. From time to time the Company may execute and deliver to the Trustee, with the Guarantees endorsed thereon, and, except as otherwise provided in this Article II, the Trustee shall thereupon authenticate and deliver to or upon a Company Order, Senior Notes of any series duly established pursuant to Section 2.01. In authenticating such Senior Notes, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and subject to Section 8.01, shall be fully protected in relying upon: (a)(i) the Board Resolution of the Company and the Guarantor authorizing the execution and requesting the authentication and delivery of the Senior Notes applied for in the principal amount therein specified, designating the series of such Senior Notes and specifying the officer or officers of the Company to whom or upon whose order such Senior Notes shall be delivered; and which, as permitted by Section 2.01, establishes the terms of such series of Senior Notes and which, if applicable, authorizes the execution of an indenture supplemental hereto creating such series of Senior Notes or, (ii) if an officer of the Company and the Guarantor has been duly authorized with respect to the foregoing, a certificate from such officer to the Trustee authorizing the above actions and a Board Resolution evidencing such officer's authority; (b) an Officers' Certificate pursuant to Section 2.01 or, if the Senior Notes of such series are to be issued pursuant to a supplemental indenture, a supplemental indenture duly executed on behalf of the Company and the Guarantor, in form satisfactory to the Trustee, creating such series of Senior Notes; (c) an Officers' Certificate pursuant to Section 1.02; and (d) an Opinion of Counsel pursuant to Section 1.02 to the effect that: (i) the form and terms of such Senior Notes have been established in conformity with the provisions of this Indenture; (ii) all conditions precedent to the authentication and delivery of such Senior Notes and the Guarantees have been complied with and that such Senior Notes and Guarantees, when authenticated and delivered by the Trustee and issued by the Company or endorsed by the Guarantor, as the case may be, in 34 - 26 - the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company or the Guarantor, as applicable, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; (iii) all laws and requirements in respect of the execution and delivery by the Company of such Senior Notes or by the Guarantor of the Guarantees have been complied with; and (iv) each of the Company and the Guarantor is not in default in any of its obligations under this Indenture, and the issuance of such Senior Notes or the Guarantees will not result in any such default. If all Senior Notes of a series are not to be originally issued at one time, it shall not be necessary to deliver the documents described in this Section 2.02 at or prior to the time of authentication of each Senior Note of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Senior Note of such series to be issued. The Trustee shall have the right to decline to authenticate and deliver any Senior Notes under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. SECTION 2.03. EXECUTION OF NOTES. The Senior Notes and the Guarantees shall be executed on behalf of the Company or the Guarantor, as the case may be, by its Chairman of the Board, President or one of its Vice Presidents under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of such officers on the Senior Notes or the Guarantees may be manual or facsimile. Senior Notes or Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company or the Guarantor, as the case may be, shall bind the Company or the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes or did not hold such offices at the date of such Senior Notes. All Senior Notes shall be dated the date of their authentication. 35 - 27 - No Senior Note or Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Senior Note a certificate of authentication substantially in the form provided for herein executed by manual signature of the Trustee or its agent, and such certificate upon any Senior Note shall be conclusive evidence, and the only evidence, that such Senior Note has been duly authenticated and delivered hereunder. SECTION 2.04. TEMPORARY NOTES. Pending the preparation of definitive Senior Notes of any series, the Company and the Guarantor may execute, and upon Company Order the Trustee shall authenticate and deliver, or cause to be delivered, temporary Senior Notes of such series having duly executed Guarantees endorsed thereon which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Senior Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Senior Notes and Guarantee, may determine, as evidenced by their signing of such Senior Notes or Guarantees. If temporary Senior Notes of any series are issued, the Company will cause definitive Senior Notes of such series to be prepared without unreasonable delay. After the preparation of definitive Senior Notes, the temporary Senior Notes shall be exchangeable for definitive Senior Notes upon surrender of the temporary Senior Notes at the office or agency of the Company or Trustee without charge to the Holder. Upon surrender for cancellation of any one or more temporary Senior Notes of any series the Company shall execute and the Trustee shall authenticate and deliver, or cause to be delivered, in exchange therefor a like principal amount of definitive Senior Notes of such series, of authorized denominations. Until so exchanged the temporary Senior Notes shall in all respects be entitled to the same benefits under this Indenture as the definitive Senior Notes. SECTION 2.05. EXCHANGES AND TRANSFERS OF NOTES. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a Note Register in which, subject to such reasonable regulations as the Company may prescribe, the Company shall, subject to Section 2.11, provide for the registration of Senior Notes and for registrations of transfer of Senior Notes. The Trustee is hereby appointed Note Registrar for the purpose of registering Senior Notes and registering transfers of Senior Notes as herein provided. Subject to the provisions of Section 2.11, upon surrender for registration of transfer of any Senior Note the Paying Agent and the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Senior Notes of the same series containing 36 - 28 - identical terms and provisions, including the Guarantees, of any authorized denominations and for a like aggregate principal amount. Subject to the provisions of Section 2.11, at the option of the Holder, Senior Notes may be exchanged for other Senior Notes of the same series containing identical terms and provisions, of any authorized denominations and for a like aggregate principal amount, upon surrender of the Senior Notes to be exchanged at any such office or agency. Whenever any Senior Notes are so surrendered for exchange, the Company and the Guarantors shall execute, and the Trustee shall authenticate and deliver, the Senior Notes and the Guarantee which the Holder making the exchange is entitled to receive. All Senior Notes issued upon any registration of transfer or exchange of Senior Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, including the Guarantee, as the Senior Notes surrendered upon such registration of transfer or exchange. Every Senior Note presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Senior Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Senior Notes, other than exchanges pursuant to Section 2.04, Section 6.07 or Section 12.06 not involving any registration of transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Senior Note of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Senior Notes of such series selected for redemption under Section 6.04 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Senior Note so selected for redemption in whole or in part. SECTION 2.06. MUTILATED, DESTROYED, LOST OR STOLEN NOTES. A mutilated Senior Note may be surrendered to the Company and thereupon the Company and the Guarantor shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Senior Note of the same series, including the Guarantee, and of 37 - 29 - like tenor and principal amount, bearing a number not contemporaneously outstanding. If there be delivered to the Company and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Senior Note of any series, and (ii) such security or indemnity as may be required by them to save each of them and the Guarantor harmless, then, in the absence of notice to the Company or the Trustee that such Senior Note has been acquired by a bona fide purchaser, the Company and the Guarantor shall execute and upon their request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Senior Note, a new Senior Note of such series, including the Guarantee, and of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Senior Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Senior Note, pay such Senior Note. Upon the issuance of any new Senior Note under this Section 2.06, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Senior Note issued pursuant to this Section 2.06 in lieu of any destroyed, lost or stolen Senior Note shall constitute an original additional contractual obligation of the Company and the Guarantor, whether or not the destroyed, lost or stolen Senior Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Senior Notes of the same series containing identical terms and provisions duly issued hereunder, including the Guarantees. The provisions of this Section 2.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Senior Notes. SECTION 2.07. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Interest on any Senior Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Senior Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest; provided, however, interest 38 - 30 - payable at Maturity may be paid to the same Person to whom principal of the Senior Notes is payable if so stated in the Senior Note. Notwithstanding the foregoing, however, interest that is payable on Senior Notes registered in the name of the Company at the close of business on any Regular Record Date may be withheld at the option of the Company; provided, however, the Senior Notes are continuously held by the Company through the relevant Interest Payment Date. Any interest on any Senior Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest shall be paid by the Company or the Guarantor, at their or its election in each case, as provided in Clause (1) or Clause (2) below: (1) The Company or the Guarantor may elect to make payment of any Defaulted Interest to the Persons in whose names the Senior Notes (or their respective Predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company or the Guarantor shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Senior Note and the date of the proposed payment, and at the same time the Company or the Guarantor shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause (1) provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company or the Guarantor, as the case may be, of such Special Record Date and, in the name and at the expense of the Company or the Guarantor, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed first class postage prepaid, to each Holder at his address as it appears in the Note Register, not less than 10 days prior to such Special Record Date. The Trustee shall, upon a Company Request and in the name and at the expense of the Company or the Guarantor, cause a similar notice to be published at least once in an Authorized Newspaper in New York City but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of 39 - 31 - such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Senior Notes (or their respective Predecessor Notes) are registered on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). (2) The Company or the Guarantor may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company or the Guarantor to the Trustee of the proposed payment pursuant to this Clause (2), such payment shall be deemed practicable by the Trustee. Subject to the foregoing provisions of this Section 2.07, each Senior Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Senior Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Senior Note. SECTION 2.08. PERSONS DEEMED OWNERS. The Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name any Senior Note is registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 2.07) interest on such Senior Note and for all other purposes whatsoever, whether or not such Senior Note be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. SECTION 2.09. CANCELLATION OF NOTES. All Senior Notes surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment provided in respect of any series of Senior Notes shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by the Trustee through an appropriate notation on the Note Register and on the face of the Senior Note. The Company or the Guarantor may at any time deliver to the Trustee for cancellation any Senior Notes previously authenticated and delivered hereunder which the Company or the Guarantor may have acquired in any manner whatsoever, and all Senior Notes so delivered shall be promptly cancelled by the Trustee. No Senior Notes shall be authenticated in lieu of or in exchange for any Senior Notes cancelled as provided in this Section 2.09, except as expressly permitted by this Indenture. The Trustee may, but shall not be required to, destroy any cancelled Senior Notes and the Trustee shall deliver to the Company and the Guarantor a certificate of any such destruction. 40 - 32 - SECTION 2.10. APPOINTMENT OF AUTHENTICATING AGENT. The Trustee shall, if requested in writing so to do by the Company, promptly appoint an agent or agents of the Trustee who shall have authority to authenticate Senior Notes of any series in the name and on behalf of the Trustee. Such appointment by the Trustee shall be evidenced by a certificate executed by a Responsible Officer of the Trustee delivered to the Company prior to the effectiveness of such appointment designating such agent or agents and stating that all appropriate corporate action has been taken by the Trustee in connection with such appointment. Any such authenticating agent shall be an agent acceptable to the Trustee, Company and the Guarantor and shall at all times be a corporation which is organized and doing business under the laws of the United States or of any State, is authorized under such laws to act as authenticating agent, has a combined capital and surplus of at least $5,000,000, and is subject to supervision or examination by Federal or State authority. Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time, and upon written request of the Company or the Guarantor to the Trustee shall, terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Any such authenticating agent shall have the rights and immunities of the Trustee set forth in Sections 2.08, 9.03, 9.04 and 9.05 to the same extent and as fully to all intents and purposes as though such authenticating agent had been expressly named in place of the Trustee. Notwithstanding any other provisions of the Indenture, the Trustee shall have no obligation to pay the fees or expenses of any authenticating agent. If an appointment is made pursuant to this Section 2.10 with respect to any series of Senior Notes, such Senior Notes shall have endorsed thereon, in addition to the Trustee's Certificate of Authentication, an alternate Trustee's Certificate of Authentication in the following form: (ALTERNATE FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION) This is one of the Senior Notes of the series designated herein referred to in the within-mentioned Indenture. THE FIRST NATIONAL BANK OF BOSTON, as Trustee 41 - 33 - Dated:__________________________ By_________________________ Authenticating Agent By_____________________________ Authorized Signature SECTION 2.11. SECURITIES ISSUABLE IN THE FORM OF DEPOSITORY NOTES. (a) If the Company shall establish pursuant to Section 2.01 that the Senior Notes of a particular series are to be issued in the form of one or more Depository Notes, then the Company and the Guarantor shall execute and the Trustee shall, in accordance with Sections 2.02 and 2.03 and the Company Order delivered to the Trustee thereunder, authenticate and deliver, Depository Notes, each including a Guarantee, which (i) shall represent, and shall be denominated in an aggregate amount equal to the aggregate principal amount of, all of the Outstanding Senior Notes of such series, (ii) shall be registered in the name of the Depository or its nominee, (iii) shall be delivered by the Trustee to the Depository or pursuant to the Depository's instruction and (iv) shall bear a legend substantially to the following effect: "Except as otherwise provided in Section 2.11 of the Indenture, this Senior Note may be transferred, in whole but not in part, only to another nominee of the Depository or to a successor Depository or to a nominee of such successor Depository." (b) Notwithstanding any provision of Section 2.05, the Depository Notes of a series may be transferred, in whole but not in part and in the manner provided in Section 2.05, only to another nominee of the Depository for such series, or to a successor Depository for such series selected or approved by the Company or to a nominee of such successor Depository. (c) If at any time the Depository for a series of Senior Notes notifies the Company that it is unwilling or unable to continue as Depository for such series or if at any time the Depository for such series shall no longer be registered or in good standing as a clearing agency registered under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation and a successor Depository for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, this Section 2.11 shall no longer be applicable to the Senior Notes of such series and the Company and the Guarantor will execute, and the Trustee will authenticate and deliver, Senior Notes of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Depository Notes of such series then Outstanding in exchange for such Depository Notes. In addition, the Company may at any time determine that the Senior Notes of any 42 - 34 - series shall no longer be represented by Depository Notes and that the provisions of this Section 2.11 shall no longer apply to the Senior Notes of such series. In such event the Company and the Guarantor will execute and the Trustee, upon receipt of an Officers' Certificate evidencing such determination by the Company, will authenticate and deliver Senior Notes of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Depository Notes of such series in exchange for such Depository Notes. Upon the exchange of the Depository Notes for such Senior Notes in definitive registered form without coupons, in authorized denominations, the Depository Notes shall be cancelled by the Trustee. Such Senior Notes in definitive registered form issued in exchange for the Depository Notes pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. SECTION 2.12. BENEFIT OF GUARANTEE. (a) Each Holder of a Senior Note shall have the benefit of the Guarantee in substantially the form set forth herein. Such Guarantee shall be endorsed on each Senior Note authenticated and delivered by the Trustee (or the authenticating agent) and such Guarantee shall constitute an integral part of each such Senior Note. Each such Guarantee shall be signed on behalf of the Guarantor prior to the authentication of the Senior Note on which it is endorsed, and the delivery of such Senior Note by the Trustee (or the authenticating agent), after the authentication thereof, shall constitute due delivery of such Guarantee on behalf of the Guarantor. (b) The Guarantor may, without the consent of any Holder of a Senior Note, assume all of the rights and obligations of the Company hereunder with respect to a series of Senior Notes and under the Senior Notes of such series if, after giving effect to such assumption, no Event of Default shall have occurred and be continuing. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption of all such rights and obligations of the Company and the Company shall be released from its liabilities hereunder and under such Senior Note as obligor thereon. (c) The Guarantor shall assume all of the rights and obligations of the Company hereunder with respect to a series of Senior Notes and under the Senior Notes of such series if, upon a default by the Company in the due and punctual payment of the principal, premium, if any, or interest on such Senior Notes, the Guarantor is prevented by any court order or judicial proceeding from fulfilling its obligations with respect to such series of Senior Notes. Such assumption shall result in the Senior Notes of such series becoming the direct obligations of the Guarantor and 43 - 35 - shall be effected without the consent of the Holders of the Senior Notes of any series. Upon such an assumption, the Guarantor shall execute a supplemental indenture evidencing its assumption, of all such rights and obligations of the Company, and the Company shall be released from its liabilities hereunder and under such Senior Notes as obligor on the Senior Notes of such series. SECTION 2.13. CUSIP NUMBERS. The Company in issuing the Senior Notes may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Senior Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Senior Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. ARTICLE III COVENANTS OF THE COMPANY SECTION 3.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company will duly and punctually pay the principal of (and premium, if any) and interest on the Senior Notes in accordance with the terms of the Senior Notes and this Indenture. SECTION 3.02. MAINTENANCE OF OFFICE OR AGENCY. The Company shall appoint a Paying Agent which will maintain an office or agency at each place at which the principal of (and premium, if any) or interest on any of the Senior Notes is payable, where Senior Notes may be presented or surrendered for payment, where Senior Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Senior Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and of any change in the location, of each such office or agency. If at any time the Paying Agent shall fail to maintain any such office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee its agent to receive all such presentations, surrenders, notices and demands. SECTION 3.03. MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST. If the Company shall at any time also act as its own Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest on, any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest 44 - 36 - so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act. The Company shall, on or before each due date of the principal of (and premium, if any) or interest on, any of the Senior Notes, deposit with its Paying Agent or Paying Agents, as the case may be, a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. The Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 3.03, that such Paying Agent will: (1) hold all sums held by it for the payment of principal of (and premium, if any) or interest on Senior Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (2) give the Trustee notice of any default by the Company, the Guarantor (or any other obligor upon the Senior Notes) in the making of any such payment of principal (and premium, if any) or interest; and (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Senior Note and remaining unclaimed for three years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the 45 - 37 - Company) shall be discharged from such trust; and the Holder of such Senior Note shall thereafter, as an unsecured creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in an Authorized Newspaper in New York City, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company. SECTION 3.04. CORPORATE EXISTENCE. Except as herein otherwise expressly provided, the Company will carry on and conduct and will cause to be carried on and conducted its business or businesses in a proper and efficient manner and do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises, provided that the Company may cease to operate any business, premises, property or operations or dispose of or allow to lapse any of its rights or franchises if it is advisable and in the best interests of the Company to do so, but the Company may not cease to operate or dispose of all or substantially all of its assets except in accordance with Article XI hereof. The parties hereto acknowledge that the Company and its Subsidiaries intend to sell, assign, transfer or otherwise dispose of, from time to time, certain of their finance receivables and related assets in transactions commonly known as asset securitization transactions and agree that notwithstanding anything contained in this Indenture or in the Senior Notes, such transactions shall not constitute an Event of Default or be deemed to be prevented or restricted by anything contained herein or in the Senior Notes. SECTION 3.05. MAINTENANCE OF ACCOUNTS. The Company will keep or cause to be kept proper books of account, and will, if and whenever required in writing by the Trustee, file with the Trustee within 15 days copies of annual or periodic reports and information, documents or other reports which the Company has furnished to its shareholder or shareholders after the date hereof, but only to the extent that such annual and periodic reports are filed with the Netherlands Securities Board and made available to the general public, or are required to be filed with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. SECTION 3.06. STATEMENT AS TO COMPLIANCE. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement (which need not comply with Section 1.02) signed by the Chairman of the Board, President or a 46 - 38 - Vice President and by the Treasurer, an Assistant Treasurer, the Controller or an Assistant Controller, or the Secretary or an Assistant Secretary of the Company, stating, as to each signer thereof, whether or not to the best of his knowledge, the Company is in default in the performance of any of its obligations under this Indenture, and, if there is a default in the fulfillment of any such obligation, specifying each such default known to him and the nature and status thereof. ARTICLE IV COVENANTS OF THE GUARANTOR SECTION 4.01. PAYMENT OF TAXES AND OTHER CLAIMS. The Guarantor will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon it or upon its income, profits or property, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon its property; provided, however, that the Guarantor shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings. SECTION 4.02. CORPORATE EXISTENCE. Subject to Article XI, the Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Guarantor shall not be required to preserve or cause to be preserved any right or franchise if the Guarantor shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Guarantor and that the loss thereof is not disadvantageous in any material respect to the Holders. SECTION 4.03. FILING OF REPORTS. The Guarantor shall file with the Trustee within 15 days after it files them with the SEC copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Guarantor is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. The Guarantor also shall comply with all other reporting requirements of the TIA, including but not limited to, Section 314(a). SECTION 4.04. NOT SUBJECT PROPERTY TO LIEN WITHOUT SECURING NOTES RATEABLY; WAIVER OF COVENANT. (a) The Guarantor will not issue, assume or guarantee any indebtedness for borrowed money (referred to in this Section as "indebtedness," which term shall not include any guarantee, cash deposit or other recourse 47 - 39 - obligation with or for any Subsidiary or in connection with the sale, securitization or discount by the Guarantor of finance or accounts receivables, trade acceptances or other paper arising in the ordinary course of its business) secured by a mortgage, security interest, pledge or lien (referred to in this Section as "mortgage" or "mortgages") of or upon any property of the Guarantor whether such property is owned at the date of this Indenture or thereafter acquired, without making effective provision whereby the Guarantees (together with, if the Guarantor shall so determine, any other indebtedness issued, assumed or guaranteed by the Guarantor and then existing or thereafter created) shall be secured by such mortgage equally and rateably with (or, at the option of the Guarantor, prior to) such indebtedness, so long as such indebtedness shall be so secured; provided that the foregoing shall not apply to any of the following: (1) mortgages of or upon any property acquired, constructed or improved by, or of or upon any shares of capital stock or indebtedness acquired by, the Guarantor after the date of this Indenture (A) to secure the payment of all or any part of the purchase price of such property, shares of capital stock or indebtedness upon the acquisition thereof by the Guarantor, or (B) to secure any indebtedness issued, assumed or guaranteed by the Guarantor prior to, at the time of, or within 360 days after (i) in the case of property, the later of the acquisition, completion of construction (including any improvements on existing property) or commencement of commercial operation of such property or (ii) in the case of shares of capital stock or indebtedness, the acquisition of such shares of capital stock or indebtedness, which indebtedness is issued, assumed or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of such property, shares of capital stock or indebtedness and, in the case of property, the cost of construction thereof or improvements thereon, provided that in the case of any such acquisition, construction or improvement of property, the mortgage shall not apply to any property, shares of capital stock or indebtedness theretofore owned by the Guarantor other than, in the case of any such construction or improvement, any theretofore unimproved or substantially unimproved real property on which the property so constructed or the improvement is located; (2) mortgages of or upon any property, shares of capital stock or indebtedness, which mortgages exist at the time of acquisition of such property, shares or indebtedness by the Guarantor; (3) mortgages of or upon any property of a corporation, which mortgages exist at the time such corporation is merged with or into or consolidated with the Company or which 48 - 40 - mortgages exist at the time of a sale or transfer of the properties of a corporation as an entirety or substantially as an entirety to the Guarantor; (4) mortgages to secure indebtedness of the Guarantor to any Subsidiary or of any Subsidiary to another Subsidiary; (5) mortgages in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country or political subdivision, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred or guaranteed for the purpose of financing or refinancing all or any part of the purchase price of the property, shares of capital stock or indebtedness subject to such mortgages, or the cost of constructing or improving the property subject to such mortgages (including, without limitation, mortgages incurred in connection with pollution control, industrial revenue or similar financings); (6) mortgages on properties financed through tax-exempt municipal obligations; provided that such mortgages are limited to the property so financed; (7) mortgages existing on the date of execution of this Indenture; and (8) any extension, renewal, refunding or replacement (or successive extensions, renewals or replacements) in whole or in part of any mortgage existing at the date of this Indenture or any mortgage referred to in the foregoing Clauses (1) through (7), inclusive, provided, however, that the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal, refunding or replacement, and that such extension, renewal, refunding or replacement shall be limited to all or a part of the property (plus improvements and construction on such property), shares of capital stock or indebtedness which was subject to the mortgage so extended, renewed, refunded or replaced. (b) Notwithstanding the provisions of subsection (a) of this Section, the Guarantor may, without equally and rateably securing the Guarantee, issue, assume or guarantee indebtedness secured by a mortgage not excepted by Clauses (1) through (8) of such subsection (a), if the aggregate amount of such indebtedness, together with all other indebtedness of, or indebtedness guaranteed by, the Guarantor existing at such time and secured by mortgages not so excepted, does not at the time exceed 10% of the Guarantor's 49 - 41 - Consolidated Net Worth. "Consolidated Net Worth" shall be the difference between the Guarantor's consolidated assets and consolidated liabilities as shown on the Guarantor's most recent audited consolidated financial statements prepared in accordance with United States generally accepted accounting principles. (c) An arrangement with any Person providing for the leasing by the Guarantor of any property, which property has been or is to be sold or transferred by the Guarantor to such Person with the intention that such property be leased back to the Guarantor, shall not be deemed to create any indebtedness secured by a mortgage if the obligations in respect of such lease would not be included as liabilities on a consolidated balance sheet of the Guarantor. The Guarantor may fail or omit in any particular instance to comply with the covenant set forth in this Section 4.04 if the Company shall have obtained and filed with the Trustee prior to the time for such compliance the consent in writing of the Holders of at least a majority in aggregate principal amount of all of the Senior Notes at the time Outstanding either waiving such compliance in such instance or generally waiving compliance with such covenant, but no such waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon. SECTION 4.05. STATEMENT AS TO COMPLIANCE. The Guarantor will deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement (which need not comply with Section 1.02) signed by the Chairman of the Board, President or a Vice President and by the Treasurer, an Assistant Treasurer, the Controller or an Assistant Controller, or the Secretary or an Assistant Secretary of the Company, stating, as to each signer thereof, whether or not to the best of his knowledge, the Guarantor is in default in the performance of any of its obligations under this Indenture, and, if there is a default in the fulfillment of any such obligation, specifying each such default known to him and the nature and status thereof. ARTICLE V REPAYMENT AT OPTION OF HOLDERS SECTION 5.01. OPTIONAL REPAYMENT OF NOTES. If the Board Resolution or supplemental indenture, as the case may be, with respect to the Senior Notes of any particular series so provides, such Senior Notes shall be subject to repayment at the option of the Holder prior to their Stated Maturity, on such terms as set forth in the Board Resolution or supplemental indenture pertaining to such Senior Notes, upon the receipt by the Company of the form entitled 'Option to Elect Repayment' as specified in Section 5.02 50 - 42 - or such optional notification procedure as may be specified in such Senior Notes. SECTION 5.02. REPAYMENT PROCEDURE FOR NOTES. To be repaid at the option of the Holder, unless additional or substitute procedures are set forth in the Senior Notes, Senior Notes must be received, with the form entitled "Option to Elect Repayment" on the reverse of the Notes duly completed, by the Trustee at its designated office (or at such other place of which the Company shall from time to time notify the Holders of the Senior Notes) within the periods specified by the terms of the Senior Notes. Effective exercise of the repayment option by the Holder shall be irrevocable. Upon such completion and receipt of the applicable form, Senior Notes for which the option has been exercised become due and payable on the repayment date at the repayment price plus accrued interest (if any), except that interest, the Stated Maturity of which is on or prior to such repayment date, shall be payable to the Holders of such Senior Notes of record on the relevant Record Dates according to their terms and the provisions of Section 2.07. From and after such repayment date (unless the Company or Guarantor shall default in the payment of the repayment price) such Senior Notes shall cease to bear interest. ARTICLE VI REDEMPTION OF NOTES; SINKING FUNDS SECTION 6.01. APPLICABILITY OF REDEMPTION PROVISIONS. Senior Notes of any series which are redeemable before their Stated Maturity at the option of the Company or otherwise shall be redeemable in accordance with their terms and in accordance with the following provisions of this Article VI. SECTION 6.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the Company to redeem Senior Notes of any series shall be evidenced by a Board Resolution or, if an officer of the Company has been duly authorized with respect to the redemption of Senior Notes, a certificate from such officer to the Trustee authorizing such actions as are necessary or appropriate to effect the redemption and a Board Resolution evidencing such officer's authority. In case of any redemption at the option of the Company of less than all of the Senior Notes of any series the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee by Company Order of such Redemption Date and of the principal amount of Senior Notes to be redeemed. SECTION 6.03. SELECTION BY TRUSTEE OF NOTES TO BE REDEEMED. If less than all the Senior Notes of any series are to be redeemed, and unless otherwise provided with respect to the Senior Notes of any particular series, the particular Senior Notes to be redeemed 51 - 43 - shall be selected by the Trustee from the Outstanding Senior Notes of such series not previously called for redemption, by lot or by such other method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions of the principal of Senior Notes, provided, however, that except with respect to Senior Notes being redeemed pursuant to the operation of a sinking fund, no such partial redemption shall reduce the portion of the principal amount of a Senior Note of such series not redeemed to less than the minimum denomination for a Senior Note of that series. The portions of the principal of Senior Notes so selected for partial redemption shall be equal to the smallest authorized denomination of the Senior Notes of such series or an integral multiple thereof. The Trustee shall promptly notify the Company in writing of the Senior Notes selected for redemption and, in the case of any Senior Note selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Senior Notes shall relate, in the case of any Senior Note redeemed or to be redeemed only in part, to the portion of the principal of such Senior Note which has been or is to be redeemed. SECTION 6.04. NOTICE OF REDEMPTION. Notice of redemption shall be given not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Senior Notes to be redeemed, such notice sent by first class mail, postage pre-paid at his address appearing in the Note Register. All notices of redemption shall state: (1) the series designation of the Senior Notes to be redeemed, (2) the Redemption Date, (3) the Redemption Price, (4) if less than all Outstanding Senior Notes of such series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Senior Notes of such Holder to be redeemed, (5) that on the Redemption Date the Redemption Price will become due and payable upon each such Senior Note, and that, if applicable, interest thereon shall cease to accrue from and after said date, 52 -44- (6) the place where such Senior Notes are to be surrendered for payment of the Redemption Price, which shall be the office or agency of the Company at any place at which the principal of such Senior Notes is payable, (7) if Senior Notes are to be redeemed pursuant to any sinking or purchase fund established for any series of Senior Notes, that the redemption is being made for the purposes of such sinking or purchase fund, and (8) CUSIP number, if any. Notice of redemption of Senior Notes to be redeemed at the option of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. SECTION 6.05. DEPOSIT OF REDEMPTION PRICE. On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 3.03) an amount of money sufficient to pay the Redemption Price plus accrued interest of all the Senior Notes which are to be redeemed on that date. SECTION 6.06. NOTES PAYABLE ON REDEMPTION DATE. Notice of redemption having been given as aforesaid, the Senior Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified and from and after such date (unless the Company shall default in the payment of the Redemption Price) such Senior Notes shall cease to bear interest. Upon surrender of such Senior Notes for redemption in accordance with such notice, such Senior Notes shall be paid by the Company at the Redemption Price. Interest, the Stated Maturity of which is on or prior to the Redemption Date, shall be payable to the Holders of such Senior Notes of record on the relevant Record Dates according to their terms and the provisions of Section 2.07. If any Senior Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Senior Note. SECTION 6.07. NOTES REDEEMED IN PART. Any Senior Note which is to be redeemed only in part shall be surrendered to the Trustee or Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing) and the Company and the Guarantor shall execute and the Trustee shall authenticate and deliver to such Holder, without service charge, a 53 -45- new Senior Note or Senior Notes of the same series, including the Guarantee, of any authorized denominations as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Senior Note so surrendered. SECTION 6.08. SINKING FUNDS. The provisions of this Article VI shall be applicable to any sinking fund for the retirement of Senior Notes of any series except as otherwise specified in such Senior Notes. The minimum amount of any sinking fund payment provided for by the terms of Senior Notes of any series is herein referred to as a "mandatory sinking fund payment", and any payment in excess of such minimum amount provided for by the terms of Senior Notes of any series is herein referred to as an "optional sinking fund payment". If provided for by the terms of Senior Notes of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 6.09. Each sinking fund payment shall be applied to the redemption of Senior Notes of any series as provided for by the terms of Senior Notes of such series. SECTION 6.09. SATISFACTION OF SINKING FUND PAYMENTS WITH NOTES. The Company (1) may deliver to the Trustee for cancellation Outstanding Senior Notes of a series (other than any previously called for redemption) and (2) may apply as a credit Senior Notes of a series containing identical terms and provisions which have been redeemed either at the election of the Company pursuant to the terms of such Senior Notes or through the application of permitted optional sinking fund payments pursuant to the terms of such Senior Notes, in each case in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Senior Notes of such series required to be made pursuant to the terms of such Senior Notes as provided for by the terms of such Senior Notes; provided that such Senior Notes shall not have been previously so credited. Such Senior Notes shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Senior Notes for redemption through operation of the mandatory sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly. SECTION 6.10. REDEMPTION OF NOTES FOR SINKING FUNDS Not less than-45 days prior to each sinking fund payment date for Senior Notes of any series, the Company will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing mandatory sinking fund payment and optional sinking fund payment, if any, for that series of Senior Notes pursuant to the terms thereof, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Senior Notes of that series pursuant to Section 6.09 and will also deliver with the said 54 -46- Officers' Certificate to the Trustee any Senior Notes to be so delivered if not theretofore delivered. Not less than 45 days before each such sinking fund payment date the Company shall cause to be selected the Senior Notes to be redeemed upon such sinking fund payment in the manner specified in Section 6.03 and shall cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 6.04. The Company or the Guarantor shall deposit the amount of cash, if any, required for such sinking fund payment with the Trustee in the manner provided in Section 6.05. Such notice having been duly given, the redemption of such Senior Notes shall be made upon the terms and in the manner stated in Sections 6.06 and 6.07. ARTICLE VII SATISFACTION AND DISCHARGE SECTION 7.01. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Senior Notes if herein or in any supplemental indenture expressly provided for), and the Trustee, on demand of and at the expense of the Company or the Guarantor, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (1) either (A) all Senior Notes theretofore authenticated and delivered (other than (i) Senior Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.06, and (ii) Senior Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 3.02) have been delivered to the Trustee for cancellation; or (B) all such Senior Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, or (ii) will become due and payable at their Stated Maturity within one year, or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, 55 -47- and the Company, in the case of (B) (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of discharging and undertakes an amount sufficient to pay and discharge the entire indebtedness on such Senior Notes not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Senior Notes which have become due and payable), or to their Stated Maturity or Redemption Date, as the case may be; and (2) the Company has paid or caused to be paid all other sums payable hereunder by the Company or the Guarantor; and (3) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 9.07, the obligations of the Trustee to any authenticating agent appointed under Section 2.10 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 7.02 and the last paragraph of Section 3.03 shall survive. SECTION 7.02. APPLICATION OF TRUST MONEY. Subject to the provisions of the last paragraph of Section 3.02, all money deposited with the Trustee pursuant to Section 7.01 shall be held in trust and applied by it, in accordance with the provisions of the Senior Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. SECTION 7.03. SATISFACTION, DISCHARGE, AND DEFEASANCE OF NOTES OF ANY SERIES. Unless this Section 7.03 shall be deemed inapplicable to a series of Senior Notes pursuant to the Board Resolution or supplemental indenture creating such series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the Outstanding Senior Notes of any such series and the Trustee, at the demand of and at the expense of the Company shall execute proper instruments acknowledging satisfaction and discharge of such indebtedness, when (1) either 56 -48- (A) with respect to all Outstanding Senior Notes of such series, (i) the Company has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of discharging such indebtedness an amount sufficient to pay and discharge the entire indebtedness on all Outstanding Senior Notes of such series for principal (and premium, if any) and interest to the Stated Maturity or any Redemption Date as contemplated by the penultimate paragraph of this Section 7.03, as the case may be; or (ii) the Company has deposited or caused to be deposited with the Trustee as obligations in trust for the purpose of discharging such indebtedness such amount of direct obligations of, or obligations the principal of and interest on which are fully guaranteed by, the United States of America and which are not callable at the option of the issuer thereof as will, together with the income to accrue thereon without consideration of any reinvestment thereof, be sufficient to pay and discharge the entire indebtedness on all Outstanding Senior Notes of such series for principal (and premium, if any) and interest to the Stated Maturity or any Redemption Date as contemplated by the penultimate paragraph of this Section 7.03, as the case may be; or (B) the Company has properly fulfilled such other means of satisfaction and discharge as is specified in the Board Resolution described in Section 2.01 hereof or supplemental indenture applicable to the Senior Notes of such series; and (2) the Company has paid or caused to be paid all other sums payable with respect to the Outstanding Senior Notes of such series; and (3) the Company has delivered to the Trustee a certificate of a firm of independent public accountants certifying as to the sufficiency of the amounts deposited pursuant to subsections (A)(i) or (ii) of this Section for payment of the principal (and premium, if any) and interest on the dates such payments are due, an Officers' Certificate and an Opinion of Counsel, each such Certificate and Opinion stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the entire indebtedness on all Outstanding Senior Notes of any such series have been complied with. Any deposits with the Trustee referred to in Section 7.03(1)(A) above shall be irrevocable and shall be made under the terms of an escrow trust agreement in form and substance 57 -49- satisfactory to the Trustee. If any Outstanding Senior Notes of such series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisions or in accordance with any mandatory sinking fund requirement, the Company shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company. Upon the satisfaction of the conditions set forth in this Section 7.03 with respect to all the Outstanding Senior Notes of any series, the terms and conditions of such series, including the terms and conditions with respect thereto set forth in this Indenture, shall no longer be binding upon, or applicable to, the Company or the Guarantor, other than the provisions of Sections 2.06 and 2.07 and other than the right of Holders of Senior Notes of such series to receive, from the trust fund described in this Section, payment of the principal of and the interest on such Senior Notes when such payments are due and other than the rights, powers, duties and immunities of the Trustee hereunder (including the obligations of the Company to the Trustee under Section 9.07). SECTION 7.04. REINSTATEMENT. If the Trustee is unable to apply any money in accordance with Section 7.01 or 7.03 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's and Guarantor's obligations under this Indenture and the Senior Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article Seven until such time as the Trustee is permitted to apply all such money in accordance with Section 7.01 or 7.03; provided, however, that if the Company makes any payment of principal of (and premium, if any) or interest on any Senior Notes following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Senior Notes to receive such payment from the money held by the Trustee. ARTICLE VIII REMEDIES SECTION 8.01. EVENTS OF DEFAULT. "Event of Default", wherever used herein with respect to Senior Notes of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (1) default in the payment of any instalment of interest upon any Senior Note of that series when such instalment of 58 -50- interest shall become due and payable, and continuance of such default for a period of 30 days; or (2) default in the payment of the principal of (or premium, if any, on) any Senior Note of that series at its Maturity; or (3) default in the deposit under Section 6.10 of any installment of any sinking fund or similar payment with respect to Senior Notes of that series when and as payable by the terms of the Board Resolution or supplemental indenture establishing such series, and continuance of such default for a period of 30 days; or (4) default in the performance, or breach, of any covenant or warranty of the Company or the Guarantor in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section 8.01 specifically dealt with or which has expressly been included in the Indenture solely for the benefit of Senior Notes of a series other than that series), and continuance of such default or breach for the period of time and after the notice specified below; (5) the entry of a decree or order by a court having jurisdiction in the premises adjudging the Company or the Guarantor a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or the Guarantor under the Federal Bankruptcy Code or any other applicable Federal or State law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or the Guarantor or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (6) the institution by the Company or the Guarantor of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under in the case of the Company, all applicable Dutch bankruptcy, insolvency or analogous law, or in the case of the Guarantor, the Federal Bankruptcy Code or any other applicable Federal or State law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or the Guarantor or of any substantial part of its property, or the making by it of an assignment for the benefit 59 -51- of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or the Guarantor in furtherance of any such action; or (7) default by the Company or the Guarantor beyond any period of grace provided for with respect thereto in any payment of principal or interest on any obligation for borrowed money, other than any of the Senior Notes, under an indenture in which the Trustee is acting as the trustee for security holders, or in the performance of any other term, condition or covenant contained in any such indenture, which results in the principal amount of such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise be due and payable, without such acceleration being rescinded or annulled within the period and after the notice specified below, and such principal amount exceeds $150,000,000. A default with respect to any series of Senior Notes under clause (4) or clause (7) is not an Event of Default until the Trustee notifies the Company and the Guarantor, or the Holders of at least 25% in principal amount of the outstanding Senior Notes of that series notify the Company, the Guarantor and the Trustee, of the default and the Company and the Guarantor do not cure the default within 60 days in the case of clause (4) and 30 days in the case of clause (7) after receipt of the notice. The notice must specify the default, demand that it be remedied and state that the notice is a 'Notice of Default.' SECTION 8.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an Event of Default occurs with respect to Notes of any series at the time Outstanding and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Senior Notes of that series may declare the principal of all the Senior Notes of that series (or, if the Senior Notes of that series are Original Issue Discount Notes, such portion of the principal amount thereof as may be specified in the terms of such Senior Notes) and all accrued but unpaid interest to be due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal and all accrued but unpaid interest shall become immediately due and payable. At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article VIII provided, the Holders of a majority in principal amount of the Senior Notes then Outstanding of that series, by written notice to 60 -52- the Company, the Guarantor and the Trustee, may rescind and annul such declaration and its consequences if (1) the Company or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue installments of interest, if any, on all Senior Notes of that series, (B) the principal of (and premium, if any, on) any Senior Notes of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or the respective rates borne by the Senior Notes of that series, (C) to the extent that payment of such interest is lawful, interest upon overdue installments of interest, if any, at the rate or the respective rates borne by the Senior Notes of that series or at a rate otherwise specified therein, and (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default, other than the non-payment of the principal of Senior Notes of that series which have become due solely by such acceleration, have been cured or waived as provided in Section 8.13. No such rescission shall affect any subsequent default or impair any right consequent thereon. SECTION 8.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE. The Company and the Guarantor covenant that if (1) default is made in the payment of any installment of interest on any Senior Notes when such interest becomes due and payable and such default continues for a period of 30 days, or (2) default is made in the payment of (i) the principal of (or premium, if any) or, (ii) any sinking fund installment when due and payable on any Senior Notes at the Maturity thereof, the Company or the Guarantor will, upon demand of the Trustee or the Holders of not less than 25% in principal amount of such Outstanding Senior Notes, pay to the Trustee, for the benefit of the Holders of such Senior Notes, the whole amount then due and 61 -53- payable on such Senior Notes for principal (and premium, if any) and interest, with interest upon the overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest, at the rate or respective rates borne by such Senior Notes or at the rate or respective rates specified therein; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. If the Company and the Guarantor fail to pay such amount forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company and the Guarantor or any other obligor upon the Senior Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company and the Guarantor or any other obligor upon the Senior Notes, wherever situated. If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. SECTION 8.04. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, the Guarantor or any other obligor upon the Senior Notes or the property of the Company, the Guarantor or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Senior Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company or the Guarantor for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Senior Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and 62 -54- (ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 9.07. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. SECTION 8.05. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF NOTES. All rights of action and claims under this Indenture or the Senior Notes may be prosecuted and enforced by the Trustee without the possession of any of the Senior Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the rateable benefit of the Holders of the Senior Notes in respect of which such judgment has been recovered. SECTION 8.06. APPLICATION OF MONEY COLLECTED. Any money collected by the Trustee pursuant to this Article VIII shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Senior Notes, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee under Section 9.07; SECOND: To the payment of the amounts then due and unpaid upon the Senior Notes for principal (and premium, if any) and interest, in respect of which or for the benefit of which such money has been collected, rateably, without preference or priority of any kind, according to the amounts due and payable on such Senior Notes for principal (and premium, if any) and interest, respectively; and 63 -55- THIRD: To the payment of the remainder, if any, to the Company, the Guarantor or any other Person lawfully entitled thereto. For all purposes of this Section 8.06, the Holders of any Senior Notes denominated in ECU, or any other composite currency or a Foreign Currency shall be entitled to receive a rateable portion of the payment determined pursuant to Section 1.04(f) hereof. SECTION 8.07. LIMITATIONS ON SUITS. No Holder of any Senior Note of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Senior Notes of that series; (2) the Holders of not less than 25% in principal amount of the Outstanding Senior Notes of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60 day period by the Holders of a majority in principal amount of the Outstanding Senior Notes of such series; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and rateable benefit of all the Holders. SECTION 8.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST. Notwithstanding any other provision in this Indenture, the Holder of any Senior Note shall have the right which is absolute and unconditional to receive payment of the principal of (and premium, if any) and (subject to 64 -56- Section 2.07) interest on such Senior Note on the respective Stated Maturities expressed in such Senior Note (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder. SECTION 8.09. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the Company, the Guarantor, the Trustee and the Holders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. SECTION 8.10. RIGHTS AND REMEDIES CUMULATIVE. No right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 8.11. DELAY OR OMISSION NOT WAIVER. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article VIII or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. SECTION 8.12. CONTROL BY HOLDERS. The Holders of a majority in principal amount of the Outstanding Senior Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, provided that (1) such direction shall not be in conflict with any rule of law or with this Indenture, and (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. SECTION 8.13. WAIVER OF PAST DEFAULTS. The Holders of a majority in principal amount of the Outstanding Senior Notes of any series affected by an Event of Default may on behalf of the Holders 65 -57- of such series of Senior Notes waive any past default hereunder and its consequences, except a default (1) in the payment of the principal of (or premium, if any) or interest on any Senior Note of such series, or (2) in respect of a covenant or provision hereof which under Section 12.02 cannot be modified or amended without the consent of the Holder of each Outstanding Senior Note affected. Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. SECTION 8.14. UNDERTAKING OF COSTS. All parties to this Indenture agree, and each Holder of any Senior Note by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered, or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 8.14 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of any series of the Outstanding Senior Notes, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Senior Note on or after the respective Stated Maturities expressed in such Senior Note for such interest (or, in the case of redemption, on or after the Redemption Date). SECTION 8.15. WAIVER OF STAY OR EXTENSION LAWS. Each of the Company and the Guarantor covenant (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension of law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each of the Company and the Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 66 -58- ARTICLE IX TRUSTEE SECTION 9.01. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. (a) Except during the continuance of an Event of Default: (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own wilful misconduct, except that (1) this Subsection (c) shall not be construed to limit the effect of Subsection (a) of this Section 9.01; (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Senior Notes determined as provided in Section 1.01 and 1.04 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and 67 -59- (4) no provision of this Indenture shall require the Trustee to expend, pay, advance or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. SECTION 9.02. NOTICE OF DEFAULT. Within 90 days after the occurrence of any default hereunder, the Trustee shall transmit by mail to all Holders, as their names and addresses appear in the Note Register, notice of such default hereunder known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Senior Note or in the payment of any sinking or purchase fund instalment, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Holders; and provided, further, that in the case of any default of the character specified in Section 8.01(4) no such notice to Holders shall be given until at least 60 days after the occurrence thereof. For the purpose of this Section 9.02 the term 'default' means any event which is, or after notice or lapse of time or both would become, an Event of Default. SECTION 9.03. CERTAIN RIGHTS OF TRUSTEE. Except as otherwise provided in Section 9.01: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Company or the Guarantor mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; (c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate; (d) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action 68 -60- taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity, reasonably satisfactory to the Trustee, against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company or the Guarantor, personally or by agent or attorney; (g) the Trustee may execute any of the trusts or powers or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and (h) the Trustee shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture. SECTION 9.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES. The recitals contained herein and in the Senior Notes, except the certificate of authentication, shall be taken as the statements of the Company or the Guarantor, as the case may be, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Senior Notes. The Trustee shall not be accountable for the use or application by the Company or the Guarantor of Senior Notes or the proceeds thereof. SECTION 9.05. MAY HOLD NOTES. The Trustee, any Paying Agent, Note Registrar or any other agent of the Company or the Guarantor, in its individual or any other capacity, may become the owner or pledgee of Senior Notes and, subject to Sections 9.08 and 9.09 may otherwise deal with the Company or the Guarantor with the same rights it would have if it were not Trustee, Paying Agent, Note Registrar or such other agent. 69 -61- SECTION 9.06. MONEY HELD IN TRUST. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company and the Guarantor. SECTION 9.07. COMPENSATION AND REIMBURSEMENT. The Company and the Guarantor, jointly and severally agree (1) to pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and (3) to indemnify the Trustee for, and to hold it harmless against, any loss, damage, claims, liability or expense incurred, including taxes (other than taxes based upon, or measured by, the income of the Trustee) without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. As security for the performance of the obligations of the Company under this Section 9.07 the Trustee shall have a lien prior to the Senior Notes for any amount owing to it or to any predecessor Trustee upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Senior Notes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 8.01(5) or Section 8.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law. 70 -62- SECTION 9.08. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; DISQUALIFICATION; CONFLICTING INTERESTS. (a) This Indenture shall always have a Trustee with respect to the Senior Notes of each series which satisfies the requirements of TIA 310(a)(1). The Trustee shall always have a combined capital and surplus of at least $5,000,000 as set forth in its most recent annual report of condition. (b) The Trustee is subject to TIA 310(b), including the optional provision permitted by the second sentence of TIA 310(b)(9); it being understood that for the purposes of this Indenture, with respect to Senior Notes of any series, the provisions of TIA 310(b) with respect to conflicting interests relating to 'other securities' shall be interpreted to include Senior Notes of each other series and with respect to 'other indentures' shall include the provisions of this Indenture relating to the Senior Notes of such other series. SECTION 9.09. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. The Trustee is subject to TIA 311(a), excluding any creditor relationship listed in TIA 311(b). A Trustee who has resigned or been removed shall be subject to TIA 311(a) to the extent indicated. SECTION 9.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 9.11. (b) The Trustee may resign at any time by giving written notice thereof to the Company and the Guarantor. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. (c) The Trustee may be removed at any time by Act of the Holders of a majority in principal amount of the Outstanding Senior Notes, delivered to the Trustee, the Company and the Guarantor. (d) If at any time: (1) the Trustee shall fail to comply with Section 9.08(b) after written request therefor by the Company, the Guarantor or by any Holder who has been a bona fide Holder for at least six months, or (2) the Trustee shall cease to be eligible under Section 9.08(a) and shall fail to resign after written request 71 -63- therefor by the Company or the Guarantor or by any such Holder, or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (i) the Company or the Guarantor, individually and not jointly by a Board Resolution may remove the Trustee, or (ii) subject to Section 8.14, any Holder who has been a bona fide Holder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Senior Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders as their names and addresses appear in the Note Register. Each notice shall include the name of the successor Trustee and the address of its principal corporate trust office. SECTION 9.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company and the Guarantor or the successor Trustee, such retiring 72 -64- Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 9.07. Upon request of any such successor Trustee, the Company and the Guarantor shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article IX. SECTION 9.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article IX, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Senior Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Senior Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Senior Notes. ARTICLE X HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 10.01. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS. The Company covenants and agrees that it will furnish or cause to be furnished to the Trustee, between September 1 and September 15 and between March 1 and March 15 in each 12 months' period beginning with March 1, 1993, and at such other times as the Trustee may request in writing, within 30 days after receipt by the Company of any such request, a list in such form as the Trustee may reasonably require of the names and addresses of the Holders as of a date not more than 15 days prior to the time such information is furnished. So long as the Trustee is the Note Registrar no such list need be furnished. SECTION 10.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS. (a) The Trustee shall preserve, in as current a form as 73 -65- is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 10.01 and the names and addresses of Holders received by the Trustee in its capacity as Note Registrar. The Trustee may destroy any list furnished to it as provided in Section 10.01 upon receipt of a new list so furnished. (b) Holders of Senior Notes may communicate pursuant to TIA 312(b) with other Holders with respect to their rights under this Indenture or the Senior Notes. The Company, the Guarantor the Trustee, the Senior Note Registrar, and anyone else shall have the protection of TIA 312(c). SECTION 10.03. REPORTS BY TRUSTEE. (a) The term 'reporting date', as used in this Section 10.03, means September 15. Within 60 days after the reporting date in each year, the Trustee shall transmit by mail to all Holders, as their names and addresses appear in the Note Register, a brief report dated as of such reporting date that complies with TIA 313(a). The Trustee shall also comply with TIA 313(b). (b) Reports pursuant to this Section 10.03 shall be transmitted by mail: (1) to all Holders of Senior Notes, as the names and addresses of such Holders appear in the Note Register; (2) to such Holders of Senior Notes as have, within the 2 years preceding such transmission, filed their names and addresses with the Trustee for that purpose; and except in the case of reports pursuant to TIA 313(b), to all Holders of Senior Notes whose names and addresses have been furnished to or received by the Trustee pursuant to Section 10.01. (c) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which the Senior Notes are listed, and also with the Commission. The Company will notify the Trustee when the Senior Notes are listed on any stock exchange. ARTICLE XI CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 11.01. GUARANTOR MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS. The Guarantor shall not consolidate with or merge into any other corporation or convey, transfer, sell or lease its properties and assets as, or substantially as, an entirety to any Person, unless: 74 -66- (1) the corporation formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance, transfer, sale or lease the properties and assets of the Guarantor as, or substantially as, an entirety shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Senior Notes pursuant to the Guarantee and the performance of every covenant of this Indenture on the part of the Guarantor to be performed or observed; (2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and (3) the Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with this Section 11.01 and that all conditions precedent herein provided for relating to such transaction have been complied with. SECTION 11.02. COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS. Notwithstanding anything contained in this Indenture or in the Senior Notes, a resolution or order for winding-up the Company or any other proceedings taken with a view to its reconstruction or its reorganization or its consolidation, amalgamation or merger with or into another corporation, or any other transaction or proceedings resulting in the amalgamation of the Company with another corporation or the transfer, sale or conveyance of all or substantially all the Company's undertaking or assets to another Person shall not constitute an Event of Default or be deemed to be prevented or restricted by anything contained herein or in the Senior Notes, if the Person resulting from such a reconstruction, reorganization, consolidation, amalgamation or merger or the Person to whom such undertaking or assets are transferred, sold or conveyed, as the case may be, (herein referred to as the "Successor") shall, within 120 days from the passing of the resolution or the date of the order, and at or before the taking of such other proceedings or the transfer, sale or conveyance of the undertaking and assets of the Company to the Successor, enter into a covenant with the Trustee or otherwise become liable in law to pay the principal and interest and other moneys due or which may become due under this Indenture and the Senior Notes and to perform and observe all the obligations of the Company under this Indenture, and shall sign and execute all such deeds and documents 75 -67- as the Trustee may be advised by counsel are necessary or advisable in the circumstances. Provided, however, that the Company shall not engage in any transaction referred to in the foregoing paragraph unless the Trustee has been satisfied that the following conditions have been complied with: (1) the Successor is a corporation incorporated or a partnership formed under the laws of the Netherlands or of the United States of America or under any of the respective political subdivisions thereof; (2) at the time of and immediately after the consummation of the transaction no condition or event shall exist which constitutes or which would, after the lapse of time of giving of notice or both, constitute an Event of Default hereunder; (3) the Successor is lawfully entitled to acquire and operate the undertaking and assets; and (4) in the opinion of counsel to the Trustee, the transaction is upon such terms as substantially to preserve and not to impair any of the rights and powers of the Trustee or of the Holders hereunder. The Trustee may accept and rely on an opinion of counsel that conditions prescribed in this section 11.02 have been complied with and upon obtaining such opinion the Trustee shall join in such documents and do such acts as may be required or thought advisable to consent to or give effect to such reconstruction, reorganization, consolidation, amalgamation, merger, transfer, sale or conveyance and to release and discharge the Company from liability under this Indenture and the Senior Notes. SECTION 11.03. SUCCESSOR CORPORATION SUBSTITUTED. Upon any consolidation or merger, or any conveyance, transfer, sale or lease of the properties and assets of the Company or the Guarantor, as the case may be, as, or substantially as, an entirety in accordance with Sections 11.01 or 11.02, the successor corporation formed by such consolidation or into which the Company or the Guarantor is merged or to which such conveyance, transfer, sale or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Guarantor, as the case may be, under this Indenture with the same effect as if such successor corporation had been named as the Company or the Guarantor respectively herein, and thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all obligations and covenants under this Indenture, the Senior Notes or the Guarantees as applicable. 76 -68- ARTICLE XII SUPPLEMENTAL INDENTURES SECTION 12.01. SUPPLEMENTAL INDENTURE WITHOUT CONSENT OF HOLDERS. Without the consent of any Holder, the Company, the Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to create a new series of Senior Notes; (2) to evidence the succession of another corporation to the Company or the Guarantor, and the assumption by any such successor of the covenants of the Company or the Guarantor herein and in the Senior Notes contained; (3) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Senior Notes (and if such covenants are to be for the benefit of less than all series of Senior Notes, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor; (4) to mortgage, pledge, convey, assign and transfer to the Trustee any property or assets as security for the Senior Notes and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by this Indenture or as may, consistent with the provisions of this Indenture, be deemed appropriate by the Company or the Guarantor and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Trustee; (5) to add any additional Events of Default with respect to all or any series of Senior Notes; (6) to cure any ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any supplemental indenture or in any Senior Notes issued hereunder; (7) to provide for uncertificated Senior Notes in addition to certificated Senior Notes; (8) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Senior Notes in bearer form, 77 -69- registrable or not registrable as to principal, and with or without interest coupons; (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Senior Notes of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 9.11; or (10) to make any change that does not adversely affect the rights of any Holder of Senior Notes which are Outstanding. SECTION 12.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. Subject to the provisions of Section 8.12 and Section 8.13, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Senior Notes of each series which are affected, evidenced by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, the Guarantor and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Senior Notes of such series thereof under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Senior Note affected thereby, (1) change the Stated Maturity of the principal of, or any instalment of interest on, any Senior Note, or reduce the principal amount thereof or the interest thereon or any premium payable upon the redemption thereof, or reduce the principal amount of an Original Issue Discount Note that would be due and payable upon a declaration of acceleration of the Maturity thereof, or change the coin or currency in which any Senior Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or (2) reduce the percentage in principal amount of the Outstanding Senior Notes of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or 78 -70- (3) modify any of the provisions of this Section 12.02 or Section 8.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Senior Note affected thereby provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to 'the Trustee' and concomitant changes in this Section and Section 3.08, or the deletion of this proviso, in accordance with the requirements of Sections 9.11 and 12.01(9). It shall not be necessary for any Act of Holders under this Section 12.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve substance thereof. SECTION 12.03. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article XII or the modification thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 9.01) shall be fully protected in relying upon, an Opinion of Counsel, stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture is a valid and binding obligation of the Company or the Guarantor in accordance with its terms. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. SECTION 12.04. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any supplemental indenture under this Article XII, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Senior Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. SECTION 12.05. CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental indenture executed pursuant to this Article XII shall conform to the requirements of TIA as then in effect. SECTION 12.06. REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES. Senior Notes authenticated and delivered after the execution of any applicable supplemental indenture pursuant to this Article XII may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Senior Notes so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any such supplemental indenture may be prepared and executed by the Company and 79 -71- authenticated and delivered by the Trustee in exchange for Outstanding Senior Notes. 80 -72- TESTIMONIUM This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 81 -73- IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. By_________________________________________ Vice President Attest: _________________________ Assistant Secretary (CORPORATE SEAL) HOUSEHOLD INTERNATIONAL, INC. BY ______________________________________ Assistant Treasurer Attest: ______________________________ Assistant Secretary (CORPORATE SEAL) THE FIRST NATIONAL BANK OF BOSTON, AS TRUSTEE BY ______________________________________ Vice President Attest: ______________________________ Assistant Cashier (CORPORATE SEAL) a:BOSTON.IND EX-4.C 4 FORM OF WARRANT AGREEMENT 1 Exhibit 4(c) HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. Form of Warrant Agreement (for warrants sold alone) THIS WARRANT AGREEMENT dated as of between Household International Netherlands B.V. a corporation organized under the laws of the Netherlands (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to) and as Warrant Agent (the "Warrant Agent"). WHEREAS, the Company has entered into an Indenture dated as of (the "Indenture"), with , as Trustee (the "Trustee"), providing for the issuance from time to time of its unsecured debt securities (the "Debt Securities"), to be issued in one or more series as provided in the Indenture; and WHEREAS, the Company proposes to sell warrant certificates evidencing one or more warrants (the "Warrants" or, individually a "Warrant") representing the right to purchase [title of debt securities purchasable through exercise of Warrants] (the "Warrant Debt Securities"), such warrant certificates and other warrant certificates issued pursuant to this Agreement hereinafter referred to as the "Warrant Certificates"; and WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company in connection with the issuance, exchange, exercise and replacement of the Warrant Certificates, and in this Agreement wishes to set forth, among other things, the form and provisions of the Warrant Certificates and the terms and conditions on which they may be issued, exchanged, exercised and replaced; NOW THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows: ARTICLE I Issuance of Warrants and Execution and Delivery of Warrant Certificates Section 1.01. Issuance of Warrants. Each Warrant Certificate shall evidence one or more Warrants. Each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase a Warrant Debt Security in the principal amount of $ . 2 Section 1.02. Execution and Delivery of Warrant Certificates. Each Warrant Certificate, whenever issued, shall be in [bearer] [registered] form substantially in the form set forth in Exhibit A hereto, shall be dated and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Warrant Certificates may be listed, or to conform to usage. The Warrant Certificates shall be signed on behalf of the Company by either its President, one of its Vice Presidents or one of its Assistant Treasurers under its corporate seal and attested by its Secretary or any of its Assistant Secretaries. Such signatures may be manual or facsimile signatures of such authorized officers and may be imprinted or otherwise reproduced on the Warrant Certificates. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant Certificates. No Warrant Certificate shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, until such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that the Warrant Certificate so countersigned has been duly issued hereunder. In case any officer of the Company who shall have signed any of the Warrant Certificates either manually or by facsimile signature shall cease to be such officer before the Warrant Certificates so signed shall have been countersigned and delivered by the Warrant Agent, such Warrant Certificates may be countersigned and delivered notwithstanding that the person who signed such Warrant Certificates has ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Warrant Certificate, shall be the proper officers of the Company, although at the date of the execution of this Agreement any such person was not such officer. [If bearer Warrants -- The term "holder" or "holder of a Warrant Certificate" as used herein shall mean the bearer of such Warrant Certificate.] [If registered Warrants -- The term "holder" or "holder of a Warrant Certificate" as used herein shall mean any person in whose name at the time any Warrant Certificate shall be registered 2 3 upon the books to be maintained by the Warrant Agent for that purpose.] Section 1.03. Issuance of Warrant Certificates. Warrant Certificates evidencing the right to purchase an aggregate principal amount not exceeding $ = aggregate principal amount of Warrant Debt Securities (except as provided in Sections 2.03(c), 3.02 and 4.01) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates duly executed on behalf of the Company, countersign Warrant Certificates evidencing Warrants representing the right to purchase up to $ aggregate principal amount of Warrant Debt Securities and shall deliver such Warrant Certificates to or upon the order of the Company. Subsequent to such original issuance of the Warrant Certificates, the Warrant Agent shall countersign a Warrant Certificate only if the Warrant Certificate is issued in exchange or substitution for one or more previously countersigned Warrant Certificates, [If registered Warrants -- or in connection with their transfer], as hereinafter provided or as provided in Section 2.03(c). ARTICLE II Warrant Price, Duration and Exercise of Warrants Section 2.01. Warrant Price*. [On , 19 the exercise price of each Warrant is $ . During the period from , 19 through and including , 19 the exercise price of each Warrant will be $ plus [accrued amortization of the original issue discount] [accrued interest] from , 19 . On , 19 the exercise price of each Warrant will be $ . During the period from , 19 , through and including , 19 , the exercise price of each Warrant will be $ plus [accrued amortization of the original issue discount] [accrued interest] from , 19 , [in each case, the original issue discount will be amortized at a % annual rate, computed on an annual basis using a 360-day year consisting of twelve 30-day months]. Such purchase price of Warrant Debt Securities is referred to in this Agreement as the "Warrant Price". [The original issue discount for each $1,000 principal amount of Warrant Debt Securities is $ ]. Section 2.02. Duration of Warrants. Each Warrant evidenced by a Warrant Certificate may be exercised in whole at any time, as - --------------- * Complete and modify the provisions of this Section as appropriate to reflect the exact terms of the Offered Warrants and the Warrant Debt Securities. 3 4 specified herein, on or after [the date thereof] [ , 19 ] and at or before 5 p.m. time on , 19 (the "Expiration Date"). Each Warrant not exercised at or before 5 p.m. time on the Expiration Date shall become void, and all rights of the holder of the Warrant Certificate evidencing such Warrant under this Agreement shall cease. Section 2.03. Exercise of Warrants. (a) During the period specified in Section 2.02 any whole number of Warrants may be exercised by providing certain information set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised, to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt within five business days of such [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee under the Indenture of (i) the number of Warrants exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates; (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Debt Securities to which such holder is entitled upon such exercise; (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise; and (iv) such other information as the Company or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Debt Securities to which such holder is entitled [in fully registered form, registered in such name or names] [in bearer form] as may be 4 5 directed by such holder*; [provided, however, the Company shall not be required to deliver any unregistered Warrant Debt Securities in the United States]. If fewer than all of the Warrants evidenced by such Warrant Certificate were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexercised. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Debt Securities until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due. [(e) Issuance of unregistered Warrant Debt Securities upon exercise of Warrants shall be subject to such arrangements and procedures as shall be provided pursuant to Section of the Indenture.] ARTICLE III Other Provisions Relating to Rights of Holders of Warrant Certificates Section 3.01. No Rights as Warrant Debt Security Holder Conferred by Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby shall entitle the holder thereof to any of the rights of a holder of Warrant Debt Securities, including, without limitation, the right to receive the payment of principal of, premium (if any) or interest on Warrant Debt Securities or to enforce any of the covenants in the Indenture. Section 3.02. Lost, Stolen, Mutilated or Destroyed Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the ownership of and the loss, theft, destruction or mutilation of any Warrant Certificate and of indemnity reasonably satisfactory to them and, in the case of mutilation, upon surrender thereof to the Warrant Agent for cancellation, then, in the absence of notice to the Company or the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, in exchange for or in lieu of the lost, - ------------------ * Subject to change in accordance with changes in tax laws and regulations. 5 6 stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the same tenor and evidencing the same number of Warrants. Upon the issuance of any new Warrant Certificate under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Warrant Agent) in connection therewith. Every substitute Warrant Certificate executed and delivered pursuant to this Section in lieu of any lost, stolen or destroyed Warrant Certificate shall represent an additional contractual obligation of the Company, whether or not the lost, stolen or destroyed Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, lost, stolen or destroyed Warrant Certificates. Section 3.03. Holder of Warrant Certificate May Enforce Rights. Notwithstanding any of the provisions of this Agreement, any holder of a Warrant Certificate, without the consent of the Warrant Agent, the Trustee, the holder of any Warrant Debt Securities or the holder of any other Warrant Certificate, may, in his own behalf and for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company suitable to enforce or otherwise in respect of, his right to exercise the Warrants evidenced by his Warrant Certificate in the manner provided in his Warrant Certificate and in this Agreement. ARTICLE IV Exchange and Transfer of Warrant Certificates Section 4.01. Exchange and Transfer of Warrant Certificates. Upon surrender at the corporate trust office of the Warrant Agent [or ], Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants [If registered Warrants -- or may be transferred in whole or in part]; provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered. [If registered Warrants -- The Warrant Agent shall keep, at its corporate trust office [and at ], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or ] for exchange [or transfer], properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company 6 7 and the Warrant Agent.] No service charge shall be made for any exchange [or transfer] of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such exchange [or transfer]. Section 4.02. Treatment of Holders of Warrant Certificates. [Bearer warrants -- Each Warrant Certificate shall be transferable by delivery and shall be deemed negotiable and the bearer of each Warrant Certificate may be treated by the Company, the Warrant Agent and all other persons dealing with such bearer as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced thereby, any notice to the contrary notwithstanding.] [Registered Warrants -- The Company and the Warrant Agent may treat the registered holder as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced thereby, any notice to the contrary notwithstanding.] Section 4.03. Cancellation of Warrant Certificates. Any Warrant Certificate surrendered for exchange [transfer] or exercise of the Warrants evidenced thereby shall, if surrendered to the Company, be delivered to the Warrant Agent and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be reissued and, except as expressly permitted by this Agreement, no Warrant Certificate shall be issued hereunder in exchange or in lieu thereof. The Warrant Agent shall deliver to the Company from time to time or otherwise dispose of cancelled Warrant Certificates in a manner satisfactory to the Company. ARTICLE V Concerning the Warrant Agent Section 5.01. Warrant Agent. The Company hereby appoints as Warrant Agent of the Company in respect of the Warrants and the Warrant Certificates, upon the 7 8 terms and subject to the conditions herein set forth; and hereby accepts such appointment. The Warrant Agent shall have the powers and authority granted to and conferred upon it in the Warrant Certificates and hereby and such further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Warrant Certificates are subject to and governed by the terms and provisions hereof. Section 5.02. Conditions of Warrant Agent's Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Company agrees and to all of which the rights hereunder of the holders from time to time of the Warrant Certificates shall be subject: (a) Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation to be agreed upon with the Company for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including counsel fees) incurred by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Warrant Agent, arising out of or in connection with its acting as Warrant Agent hereunder, as well as the costs and expenses of defending against any claim of such liability. (b) Agent for the Company. In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship of agency or trust for or with any of the holders of Warrant Certificates or beneficial owners of Warrants. (c) Counsel. The Warrant Agent may consult with counsel satisfactory to it, and the advise of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel. (d) Documents. The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties. (e) Certain Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or 8 9 acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Warrant Debt Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as Trustee under the Indenture. (f) No Liability for Interest. The Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates. (g) No Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or any of the Warrant Certificates. (h) No Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or representations herein or in the Warrant Certificates (except as to the Warrant Agent's countersignature thereon), all of which are made solely by the Company. (i) No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligations to take any action hereunder which may tend to subject it to any expense or liability, reimbursement for which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or responsible for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a holder of a Warrant Certificate with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 6.02 hereof, to make any demand upon the Company. Section 5.03. Resignation and Appointment of Successor. (a) The Company agrees, for the benefit of the holders from time to time of the Warrant Certificates, that there shall at all times be 9 10 a Warrant Agent hereunder until all the Warrant Certificates are no longer exercisable. (b) The Warrant Agent may at any time resign as such agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective; provided that such date shall be not less than three months after the date on which such notice is given, unless the Company otherwise agrees. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Warrant Agent (which shall be a bank or trust company authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers) and the acceptance of such appointment by such successor Warrant Agent. The obligation of the Company under Section 5.02(a) shall continue to the extent set forth therein, notwithstanding the resignation or removal of the Warrant Agent. (c) In case at any time the Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a petition seeking relief under Title II of the United States Code, as now constituted or hereafter amended, or under any other applicable Federal or State bankruptcy law or similar law or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed, or if an order of any court shall be entered for relief against it under the provisions of Title II of the United States Code, as now constituted or hereafter amended, or under any other applicable Federal or State bankruptcy or similar law, or if any public officer shall have taken charge or control of the Warrant Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Warrant Agent, qualified as set forth in subsection (b) above, shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by the successor Warrant Agent of such appointment, the Warrant Agent shall cease to be Warrant Agent hereunder. (d) Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such 10 11 predecessor with like effect as if originally named as Warrant Agent hereunder, and such predecessor upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor, as Warrant Agent hereunder. (e) Any corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which the Warrant Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any corporation to which the Warrant Agent shall sell or otherwise transfer all or substantially all the assets and business of the Warrant Agent shall be the successor Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that it shall be qualified as set forth above in subsection (b). ARTICLE VI Miscellaneous Section 6.01 Amendment. This Agreement may be amended by the parties hereto, without the consent of the holder of any Warrant Certificate, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, or making any other provisions with respect to matters or questions arising under this Agreement as the Company and the Warrant Agent may deem necessary or desirable; provided that such action shall not adversely affect the interests of the holders of the Warrant Certificates. Section 6.02. Notices and Demands to the Company and Warrant Agent. If the Warrant Agent shall receive any notice or demand addressed to the Company by the holder of a Warrant Certificate pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall promptly forward such notice or demand to the Company. Section 6.03. Addresses. Any communications from the Company to the Warrant Agent with respect to this Agreement shall be addressed to , attention: , and any communications from the Warrant Agent to the Company with respect to this Agreement shall be addressed to Household International, Inc., 2700 Sanders Road, Prospect Heights, Illinois 60070, attention: Treasurer (or such other address as shall be specified in writing by the Warrant Agent or by the Company). 11 12 Section 6.04. Applicable Law. The validity, interpretation and performance of this Agreement and each Warrant Certificate issued hereunder and of the respective terms and provisions thereof shall be governed by, and construed in accordance with, the laws of the State of . Section 6.05. Delivery of Prospectus. The Company will furnish to the Warrant Agent sufficient copies of a prospectus relating to the Warrant Debt Securities deliverable upon exercise of Warrants (the "Prospectus"), and the Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent will deliver to the holder of the Warrant Certificate evidencing such Warrant, prior to or concurrently with the delivery of the Warrant Debt Securities issued upon such exercise, a Prospectus. Section 6.06. Obtaining of Governmental Approvals. The Company will from time to time take all action which may be necessary to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities acts filings under United States Federal and State laws (including without limitation a registration statement in respect of the Warrants and Warrant Debt Securities under the Securities Act of 1933), which may be or become requisite in connection with the issuance, sale, transfer, and delivery of the Warrant Certificates, the exercise of the Warrants, the issuance, sale, transfer and delivery of the Warrant Debt Securities issued upon exercise of the Warrants or upon the expiration of the period during which the Warrants are exercisable. Section 6.07. Persons Having Rights under Warrant Agreement. Nothing in this Agreement expressed or implied and nothing that may be inferred from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof; and all covenants, conditions, stipulations, promises and agreements in this Agreement contained shall be for the sole and exclusive benefit of the Company and the Warrant Agent and their successors and of the holders of the Warrant Certificates. Section 6.08. Headings. The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which as so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument. 12 13 Section 6.10. Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Warrant Agent for inspection by the holder of any Warrant Certificate. The Warrant Agent may require such holder to submit his Warrant Certificate for inspection by it. IN WITNESS WHEREOF, Household International Netherlands B.V. has caused this Agreement to be signed by one of its duly authorized officers, and its corporate seal to be affixed hereunto, and the same to be attested by its Secretary or one of its Assistant Secretaries; and has caused this Agreement to be signed by one of its duly authorized officers, and its corporate seal to be affixed hereunto, and the same to be attested by its Secretary or one of its Assistant Secretaries, all as of the day and year first above written. HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. By_____________________________________ Attest: ____________________ By_____________________________________ as Warrant Agent Attest: _____________________ 13 14 EXHIBIT A (FORM OF WARRANT CERTIFICATE) [Face of Warrant Certificate] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN Warrant Certificates representing Warrants to purchase [Title of Warrant Debt Securities] as described herein. HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. WARRANTS TO PURCHASE [Title of Warrant Debt Securities] VOID AFTER 5 P.M. TIME ON , 19 [No.] Warrants This certifies that [the bearer is the] [ or registered assigns is the registered] owner of the above indicated number of Warrants, each Warrant entitling such [bearer] [owner] to purchase, at any time [after 5 p.m. time on , 19 and] on or before 5 p.m. time on , 19 , $ principal amount of [Title of Warrant Debt Securities] (the "Warrant Debt Securities"), of HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. (the "Company"), issued and to be issued under the Indenture (as hereinafter defined), on the following basis:* [on , 19 the exercise price of each Warrant is $ ; during the period from , 19 through and including , 19 , the exercise price of each Warrant will be $ plus [accrued amortization of the original issue discount] [accrued interest] from , 19 ; on , 19 the exercise price of each Warrant will be $ ; during the period from , 19 , through and including , 19 , the exercise price of each Warrant will be $ plus [accrued amortization of the original issue discount] * Complete and modify the following provisions as appropriate to reflect the exact terms of the Offered Warrants and the Warrant Debt Securities. 15 [accrued interest] from , 19 ; [in each case, the original issue discount will be amortized at a % annual rate, computed on an annual basis, using a 360-day year consisting of twelve 30-day months] (the "Warrant Price"). [The original issue discount for each $1,000 principal amount of Warrant Debt Securities is $ .] The holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full in lawful money of the United States of America, [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised to the Warrant Agent [as hereinafter defined] and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the "Warrant Agent"), [or ] at the address specified on the reverse hereof and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement [as hereinafter defined]. Any whole number of Warrants evidenced by this Warrant Certificate may be exercised to purchase Warrant Debt Securities in registered form in denominations of $ and any integral multiples thereof. Upon any exercise of fewer than all of the Warrants evidenced by this Warrant Certificate, there shall be issued to the holder hereof a new Warrant Certificate evidencing the number of Warrants remaining unexercised. This Warrant Certificate is issued under and in accordance with the Warrant Agreement, dated as of , 19 (the "Warrant Agreement"), between the Company and the Warrant Agent and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions the holder of this Warrant Certificate consents by acceptance hereof. Copies of the Warrant Agreement are on file at the above-mentioned office of the Warrant Agent [and at ]. The Warrant Debt Securities to be issued and delivered upon the exercise of the Warrants evidenced by this Warrant Certificate will be issued under and in accordance with an Indenture dated as of (the "Indenture"), between the Company and , a organized and existing under the laws of , as Trustee, ( and any successor to such Trustee being hereinafter referred to as the "Trustee") and will be subject to the terms and provisions contained in the Indenture. [In particular, issuance of unregistered Warrant Debt Securities upon exercise of Warrants shall be subject to such arrangements and procedures as shall be provided pursuant to Section of the Indenture.] Copies of the Indenture and the form of the Warrant Debt Securities are on file at the corporate trust office of the Trustee [and at ]. 2 16 [If Bearer Warrants -- This Warrant Certificate, and all rights hereunder, may be transferred by delivery and the Company and the Warrant Agent may treat the bearer hereof as the owner for all purposes.] [If Registered Warrants -- This Warrant Certificate may be transferred when surrendered at the corporate trust office of the Warrant Agent [or ] by the registered owner or his assigns, in person or by an attorney duly authorized in writing, in the manner and subject to the limitations provided in the Warrant Agreement.] After countersignature by the Warrant Agent and prior to the expiration of this Warrant Certificate, this Warrant Certificate may be exchanged at the corporate trust office of the Warrant Agent for Warrant Certificates representing the same aggregate number of Warrants. This Warrant Certificate shall not entitle the holder hereof to any of the rights of a holder of the Warrant Debt Securities, including, without limitation, the right to receive payments of principal of (premium, if any) or interest, if any, on the Warrant Debt Securities or to enforce any of the covenants of the Indenture. This Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent. Dated as of , 19 . HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. By______________________________________ Attest: ________________________ Countersigned: ________________________ As Warrant Agent By______________________ Authorized Signature 3 17 [Reverse of Warrant Certificate] (Instructions for Exercise of Warrant) To exercise the Warrants evidenced hereby, the holder must pay [in cash or by certified check or official bank check or by bank wire transfer] [by bank wire transfer] in immediately available funds the Warrant Price in full for Warrants exercised to [insert name of Warrant Agent] Corporate Trust Department, [insert address of Warrant Agent], Attn: [or ], which [payment] [wire transfer] must specify the name of the holder and the number of Warrants exercised by such holder. In addition, the holder must complete the information required below and present this Warrant Certificate in person or by mail (registered mail is recommended) to the Warrant Agent at the addresses set forth below. This Warrant Certificate, completed and duly executed, must be received by the Warrant Agent within five business days of the [payment] [wire transfer]. [FORM OF ELECTION TO PURCHASE] (To be executed upon exercise of Warrant.) The undersigned hereby irrevocably elects to exercise Warrants, evidenced by this Warrant Certificate, to purchase $ principal amount of the [Title of Debt Securities] (the "Warrant Debt Securities") of Household International, Inc. and represents that he has tendered payment for such Warrant Debt Securities [in cash or by certified check or official bank check or by bank wire transfer, in each case] [by bank wire transfer] in immediately available funds to the order of Household International Netherlands B.V. c/o [insert name and address of Warrant Agent], in the amount of $ in accordance with the terms hereof. The undersigned requests that said principal amount of Warrant Debt Securities be in [bearer form in the authorized denominations] [fully registered form in the authorized denominations, registered in such names and delivered] all as specified in accordance with the instructions set forth below. If the number of Warrants exercised is less than all of the Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate representing the remaining Warrants evidenced hereby be issued and delivered to the undersigned unless otherwise specified in the instructions below. Dated: ___________________________ ___________________________ Name_________________________________ (Insert Social Security (Please Print) or Other Identifying Number of Holder) Address______________________________ ______________________________ Signature____________________________ 18 The Warrants evidenced hereby may be exercised at the following addresses: By hand at ______________________________________________ ______________________________________________ ______________________________________________ ______________________________________________ $________________ By mail at ______________________________________________ ______________________________________________ ______________________________________________ ______________________________________________ (Instructions as to form and delivery of Warrant Debt Securities and, if applicable, Warrant Certificates evidencing unexercised Warrants.) 2 19 Reverse of Warrant Certificate *[CERTIFICATE FOR DELIVERY OF BEARER BONDS] HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. Warrant Debt Securities TO: HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. [Name of Trustee], as Trustee This certificate is submitted in connection with our request that you deliver to us $ principal amount of Warrant Debt Securities in bearer form upon exercise of Warrants. We hereby certify that either (a) none of such Warrant Debt Securities will be held by or on behalf of a United States Person, or (b) if a United States Person will have a beneficial interest in such Warrant Debt Securities, such person is described in Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1954, as amended, and the regulations thereunder. As used herein, "United States Person" means a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof or an estate or trust whose income from sources without the United States is includible in gross income for United States Federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States. We understand that this certificate is required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings. Dated: _____________________________________ (Please print name) - ----------------------- * Subject to changes in accordance with changes in tax laws and regulations. 20 [If registered Warrant] ASSIGNMENT [FORM OF ASSIGNMENT TO BE EXECUTED IF HOLDER DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY] FOR VALUE RECEIVED hereby sells, assigns and transfers unto Please insert social security or other identifying number ________________________________ ______________________________ (Please print name and address including zip code) ___________________________________________________________________ the Warrants represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint Attorney, to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated: ________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by a bank, trust company or member broker of the New York or Midwest Stock Exchange.) Signature Guaranteed: ______________________________ 21 HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. Form of Warrant Agreement (for warrants sold attached to debt securities) THIS WARRANT AGREEMENT dated as of between Household International Netherlands B.V. a Dutch corporation (the "Company", which term includes any successor corporation under the Indenture hereinafter referred to) and as Warrant Agent (the "Warrant Agent"). WHEREAS, the Company has entered into an Indenture dated as of (the "Indenture"), with , as Trustee (the "Trustee"), providing for the issuance from time to time of its unsecured debt securities ("Debt Securities"), to be issued in one or more series as provided in the Indenture; and WHEREAS, the Company proposes to sell [title of Debt Securities being offered] (the "Offered Debt Securities"), with warrant certificates evidencing one or more warrants (the "Warrants" or, individually a "Warrant") representing the right to purchase [title of Debt Securities purchasable through exercise of Warrants] (the "Warrant Debt Securities"), such warrant certificates and other warrant certificates issued pursuant to this Agreement hereinafter referred to as the "Warrant Certificates"; and WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company in connection with the issuance, exchange, exercise and replacement of the Warrant Certificates, and in this Agreement wishes to set forth, among other things, the form and provisions of the Warrant Certificates and the terms and conditions on which they may be issued, exchanged, exercised and replaced; NOW THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows: ARTICLE I Issuance of Warrants and Execution and Delivery of Warrant Certificates SECTION 1.01. Issuance of Warrants. Warrants shall be initially issued in connection with the issuance of the Offered Debt Securities [but shall be separately transferable on and after , 19 (the "Detachable Date")] [shall not be separately transferable] and each Warrant Certificate shall evidence one or more Warrants. Each Warrant evidenced thereby shall represent the right, subject to the provisions contained herein and therein, to purchase a Warrant Debt Security in the principal amount of $ 22 . Warrant Certificates shall be initially issued in units with the Offered Debt Securities and each Warrant Certificate included in such unit shall evidence Warrants for each $ principal amount of Offered Debt Securities included in such unit. SECTION 1.02. Execution and Delivery of Warrant Certificates. Each Warrant Certificate, whenever issued, shall be in [bearer] [registered] form substantially in the form set forth in Exhibit A hereto, shall be dated and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Warrant Certificates may be listed, or to conform to usage. The Warrant Certificates shall be signed on behalf of the Company by either its President, one of its Vice Presidents or one of its Assistant Treasurers under its corporate seal and attested by its Secretary or any of its Assistant Secretaries. Such signatures may be manual or facsimile signatures of such authorized officers and may be imprinted or otherwise reproduced on the Warrant Certificates. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Warrant Certificates. No Warrant Certificate shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, until such Warrant Certificate has been countersigned by the manual signature of the Warrant Agent. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence that the Warrant Certificate so countersigned has been duly issued hereunder. In case any officer of the Company who shall have signed any of the Warrant Certificates either manually or by facsimile signature shall cease to be such officer before the Warrant Certificates so signed shall have been countersigned and delivered by the Warrant Agent, such Warrant Certificates may be countersigned and delivered notwithstanding that the person who signed such Warrant Certificates has ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by such persons as, at the actual date of the execution of such Warrant Certificate, shall be the proper officers of the Company, although at the date of the execution of this Agreement any such person was not such officer. [If bearer Warrants -- The term "holder" or "holder of a Warrant Certificate" as used herein shall mean [If Offered Debt Securities with Warrants which are not immediately detachable, 2 23 prior to the Detachable Date, the registered owner of the Offered Debt Security to which such Warrant Certificate was initially attached (or the bearer if the Offered Debt Security is a bearer Debt Security), and after such Detachable Date] the bearer of such Warrant Certificate.] [If registered Warrants -- The term "holder" or "holder of a Warrant Certificate" as used herein shall mean any person in whose name at the time any Warrant Certificate shall be registered upon the books to be maintained by the Warrant Agent for that purpose. [If Offered Debt Securities with Warrants which are not immediately detachable, or upon the register of the Offered Debt Securities prior to the Detachable Date. The Company will, or will cause the registrar of the Offered Debt Securities to make available at all times to the Warrant Agent such information as to holders of the Offered Debt Securities with Warrants as may be necessary to keep the Warrant Agent's records up to date.]] SECTION 1.03. Issuance of Warrant Certificates. Warrant Certificates evidencing the right to purchase an aggregate principal amount not exceeding $ aggregate principal amount of Warrant Debt Securities (except as provided in Sections 2.03(c), 3.02 and 4.01) may be executed by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates duly executed on behalf of the Company, countersign Warrant Certificates evidencing Warrants representing the right to purchase up to $ aggregate principal amount of Warrant Debt Securities and shall deliver such Warrant Certificates to or upon the order of the Company. Subsequent to such original issuance of the Warrant Certificates, the Warrant Agent shall countersign a Warrant Certificate only if the Warrant Certificate is issued in exchange or substitution for one or more previously countersigned Warrant Certificates, [If registered Warrants -- or in connection with their transfer], as hereinafter provided or as provided in Section 2.03(c). ARTICLE II Warrant Price, Duration and Exercise of Warrants SECTION 2.01. Warrant Price.* [On , 19 the exercise price of each Warrant is $ . During the period from , 19 through and including , 19 the exercise price of each Warrant will be $ plus [accrued amortization of the original issue discount] [accrued interest] - ------------------ * Complete and modify the provisions of this Section as appropriate to reflect the exact terms of the Offered Warrants and the Warrant Debt Securities. 3 24 from , 19 . On , 19 the exercise price of each Warrant will be $ . During the period from , 19 , through and including , 19 , the exercise price of each Warrant will be $ plus [accrued amortization of the original issue discount] [accrued interest] from , 19 , [in each case, the original issue discount will be amortized at a % annual rate, computed on an annual basis using a 360-day year consisting of twelve 30-day months]. Such purchase price of Warrant Debt Securities is referred to in this Agreement as the "Warrant Price." [The original issue discount for each $1,000 principal amount of Warrant Debt Securities is $ ]. SECTION 2.02. Duration of Warrants. Each Warrant evidenced by a Warrant Certificate may be exercised in whole at any time, as specified herein, on or after [the date thereof] [ , 19 ] and at or before 5 p.m. time on , 19 (the "Expiration Date"). Each Warrant not exercised at or before the close of business on the Expiration Date shall become void, and all rights of the holder of the Warrant Certificate evidencing such Warrant under this Agreement shall cease. SECTION 2.03. Exercise of Warrants. (a) During the period specified in Section 2.02 any whole number of Warrants may be exercised by providing certain information set forth on the reverse side of the Warrant Certificate and by paying in full, in lawful money of the United States of America, [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds the Warrant Price for each Warrant exercised to the Warrant Agent at its corporate trust office [or at ], provided that such exercise is subject to receipt within five business days of such [payment] [wire transfer] by the Warrant Agent of the Warrant Certificate with the form of election to purchase Warrant Debt Securities set forth on the reverse side of the Warrant Certificate properly completed and duly executed. The date on which payment in full of the Warrant Price is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in an account of the Company maintained with it and shall advise the Company by telephone at the end of each day on which a [payment] [wire transfer] for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephone advice to the Company in writing. (b) The Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee under the Indenture of (i) the number of Warrants exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, (ii) the instructions of each holder of the Warrant Certificates evidencing such Warrants with respect to delivery of 4 25 the Warrant Debt Securities to which such holder is entitled upon such exercise, (iii) delivery of Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. (c) As soon as practicable after the exercise of any Warrant, the Company shall issue, pursuant to the Indenture, in authorized denominations to or upon the order of the holder of the Warrant Certificate evidencing such Warrant, the Warrant Debt Securities to which such holder is entitled, [in fully registered form, registered in such name or names] [in bearer form] as may be directed by such holder* [; provided, however, the Company shall not be required to deliver any unregistered Warrant Debt Securities in the United States]. If fewer than all of the Warrants evidenced by such Warrant Certificate were exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such Warrants remaining unexecuted. (d) The Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issue of the Warrant Debt Securities; and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Debt Security until such tax or other charge shall have been paid or it has been established to the Company's satisfaction that no such tax or other charge is due. [(e) Issuance of unregistered Warrant Debt Securities upon exercise of Warrants shall be subject to such arrangements and procedures as shall be provided pursuant to Section of the Indenture.] ARTICLE III Other Provisions Relating to Rights of Holders of Warrant Certificates SECTION 3.01. No Rights as Warrant Debt Security Holder Conferred by Warrants or Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby shall entitle the holder thereof to any of the rights of a holder of Warrant Debt Securities, including, without limitation, the right to receive the payment of principal of, premium (if any) or interest on Warrant Debt Securities or to enforce any of the covenants in the Indenture. - ---------------------- * Subject to change in accordance with changes in tax laws and regulations. 5 26 SECTION 3.02. Lost, Stolen, Mutilated or Destroyed Warrant Certificates. Upon receipt by the Company and the Warrant Agent of evidence reasonably satisfactory to them of the ownership of and the loss, theft, destruction or mutilation of any Warrant Certificate and of indemnity reasonably satisfactory to them and, in the case of mutilation, upon surrender thereof to the Warrant Agent for cancellation, then, in the absence of notice to the Company or the Warrant Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, in exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the same tenor and evidencing the same number of Warrants. Upon the issuance of any new Warrant Certificate under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Warrant Agent) in connection therewith. Every substitute Warrant Certificate executed and delivered pursuant to this Section in lieu of any lost, stolen or destroyed Warrant Certificate shall represent an additional contractual obligation of the Company, whether or not the lost, stolen or destroyed Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly executed and delivered hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, lost, stolen or destroyed Warrant Certificates. SECTION 3.03. Holder of Warrant Certificate May Enforce Rights. Notwithstanding any of the provisions of this Agreement, any holder of a Warrant Certificate, without the consent of the Warrant Agent, the Trustee, the holder of any Warrant Debt Securities or the holder of any other Warrant Certificate, may, in his own behalf and for his own benefit, enforce, and may institute and maintain any suit, action or proceeding against the Company suitable to enforce or otherwise in respect of, his right to exercise the Warrants evidenced by his Warrant Certificate in the manner provided in his Warrant Certificate and in this Agreement. ARTICLE IV Exchange and Transfer of Warrant Certificates SECTION 4.01. Exchange and Transfer of Warrant Certificates. [If Offered Debt Securities with Warrants which are immediately detachable -- Upon] [If Offered Debt Securities with Warrants which are not immediately detachable - -- Prior to the Detachable Date a Warrant Certificate may be exchanged or transferred only together with the Offered Debt Security to which 6 27 the Warrant Certificate was initially attached, and only for the purpose of effecting or in conjunction with an exchange or transfer of such Offered Debt Security. Prior to the Detachable Date, each transfer of the Offered Debt Security [on the register of the Offered Debt Securities] shall operate also to transfer the related Warrant Certificates. After the Detachable Date upon] surrender at the corporate trust office of the Warrant Agent [or ], Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants [If registered Warrants -- or may be transferred in whole or in part], provided that such other Warrant Certificates evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered. [If registered Warrants -- The Warrant Agent shall keep, at its corporate trust office [and at ], books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates, upon the surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office [or ] for exchange [or transfer], properly endorsed or accompanied by appropriate instruments of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent]. No service charge shall be made for any exchange [or transfer] of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange [or transfer]. Whenever any Warrant Certificates are so surrendered for exchange [or transfer] an authorized officer of the Warrant Agent shall manually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange [or transfer] which will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or transfer] of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such exchange [or transfer]. SECTION 4.02. Treatment of Holders of Warrant Certificates. [If Offered Debt Securities with bearer Warrants which are not immediately detachable -- Subject to Section 4.01, each] [If Offered Debt Securities with bearer Warrants which are immediately detachable -- Each] Warrant Certificate shall be transferable by delivery and shall be deemed negotiable and the bearer of each Warrant Certificate may be treated by the Company, the Warrant Agent and all other persons dealing with such bearer as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced thereby, any notice to the contrary notwithstanding.] [If registered Warrants which are not immediately detachable -- 7 28 Every holder of a Warrant Certificate, by accepting the same, consents and agrees with the Company, the Warrant Agent and with every subsequent holder of such Warrant Certificate that until the Warrant Certificate is transferred on the books of the Warrant Agent [or the register of the Offered Debt Securities prior to the Detachable Date], the Company and the Warrant Agent may treat the registered holder as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced thereby, any notice to the contrary notwithstanding.] SECTION 4.03. Cancellation of Warrant Certificates. Any Warrant Certificate surrendered for exchange [transfer] or exercise of the Warrants evidenced thereby shall, if surrendered to the Company, be delivered to the Warrant Agent and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be reissued and, except as expressly permitted by this Agreement, no Warrant Certificate shall be issued hereunder in exchange or in lieu thereof. The Warrant Agent shall deliver to the Company from time to time or otherwise dispose of cancelled Warrant Certificates in a manner satisfactory to the Company. ARTICLE V Concerning the Warrant Agent SECTION 5.01. Warrant Agent. The Company hereby appoints as Warrant Agent of the Company in respect of the Warrants and the Warrant Certificates, upon the terms and subject to the conditions herein set forth, and hereby accepts such appointment. The Warrant Agent shall have the powers and authority granted to and conferred upon it in the Warrant Certificates and hereby and such further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer upon it. All of the terms and provisions with respect to such powers and authority contained in the Warrant Certificates are subject to and governed by the terms and provisions hereof. SECTION 5.02. Conditions of Warrant Agent's Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all of which the Company agrees and to all of which the rights hereunder of the holders from time to time of the Warrant Certificates shall be subject: (a) Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation to be agreed upon with the Company for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including counsel fees) incurred by the 8 29 Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Warrant Agent, arising out of or in connection with its acting as Warrant Agent hereunder, as well as the costs and expenses of defending against any claim of such liability. (b) Agent for the Company. In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship of agency or trust for or with any of the holders of Warrant Certificates or beneficial owners of Warrants. (c) Counsel. The Warrant Agent may consult with counsel satisfactory to it, and the advise of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel. (d) Documents. The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties. (e) Certain Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Warrant Debt Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as Trustee under the Indenture. (f) No Liability for Interest. The Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Warrant Certificates. (g) No Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or any of the Warrant Certificates. (h) No Responsibility for Representations. The Warrant Agent shall not be responsible for any of the recitals or 9 30 representations herein or in the Warrant Certificates (except as to the Warrant Agent's countersignature thereon), all of which are made solely by the Company. (i) No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligations to take any action hereunder which may tend to subject it to any expense or liability, reimbursement for which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or responsible for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a holder of a Warrant Certificate with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 6.02 hereof, to make any demand upon the Company. SECTION 5.03. Resignation and Appointment of Successor. (a) The Company agrees, for the benefit of the holders from time to time of the Warrant Certificates, that there shall at all times be a Warrant Agent hereunder until all the Warrant Certificates are no longer exercisable. (b) The Warrant Agent may at any time resign as such agent by giving written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective; provided that such date shall be not less than three months after the date on which such notice is given unless the Company otherwise agrees. The Warrant Agent hereunder may be removed at any time by the filing with it of an instrument in writing signed by or on behalf of the Company and specifying such removal and the date when it shall become effective. Such resignation or removal shall take effect upon the appointment by the Company, as hereinafter provided, of a successor Warrant Agent (which shall be a bank or trust company authorized under the laws of the jurisdiction of its organization to exercise corporate trust powers) and the acceptance of such appointment by such successor Warrant Agent. The obligation of the Company under Section 5.02(a) shall continue to the extent set forth therein, notwithstanding the resignation or removal of the Warrant Agent. 10 31 (c) In case at any time the Warrant Agent shall resign, or shall be removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a petition seeking relief under Title II of the United States Code, as now constituted or hereafter amended, or under any other applicable Federal or State bankruptcy law or similar law or make an assignment for the benefit of its creditors or shall consent to the appointment of a receiver or custodian of all or any substantial part of its property, or shall admit in writing its inability to pay or meet its debts as they mature, or if a receiver or custodian of it or of all or any substantial part of its property shall be appointed, or if an order of any court shall be entered for relief against it under the provisions of Title II of the United States Code, as now constituted or hereafter amended, or under any other applicable Federal or State bankruptcy or similar law, or if any public officer shall have taken charge or control of the Warrant Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a successor Warrant Agent, qualified as set forth in subsection (b) above, shall be appointed by the Company by an instrument in writing, filed with the successor Warrant Agent. Upon the appointment of a successor Warrant Agent and acceptance by the successor Warrant Agent of such appointment, the Warrant Agent shall cease to be Warrant Agent hereunder. (d) Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Company an instrument accepting such appointment hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like effect as if originally named as Warrant Agent hereunder, and such predecessor, upon payment of its charges and disbursements then unpaid, shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor, as Warrant Agent hereunder. (e) Any corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which the Warrant Agent may be consolidated, or any corporation to which the Warrant Agent shall sell or otherwise transfer all or substantially all the assets and business of the Warrant Agent shall be the successor Warrant Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that it shall be qualified as set forth above in subsection (b). 11 32 ARTICLE VI Miscellaneous SECTION 6.01 Amendment. This Agreement may be amended by the parties hereto, without the consent of the holder of any Warrant Certificate, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein, or making any other provisions with respect to matters or questions arising under this Agreement as the Company and the Warrant Agent may deem necessary or desirable; provided that such action shall not adversely affect the interests of the holders of the Warrant Certificates. SECTION 6.02. Notices and Demands to the Company and Warrant Agent. If the Warrant Agent shall receive any notice or demand addressed to the Company by the holder of a Warrant Certificate pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall promptly forward such notice or demand to the Company. SECTION 6.03. Addresses. Any communications from the Company to the Warrant Agent with respect to this Agreement shall be addressed to , Attention: , and any communications from the Warrant Agent to the Company with respect to this Agreement shall be addressed to , Attention: (or such other address as shall be specified in writing by the Warrant Agent or by the Company). SECTION 6.04. Applicable Law. The validity, interpretation and performance of this Agreement and each Warrant Certificate issued hereunder and of the respective terms and provisions thereof shall be governed by, and construed in accordance with, the laws of the State of . SECTION 6.05. Delivery of Prospectus. The Company will furnish to the Warrant Agent sufficient copies of a prospectus relating to the Warrant Debt Securities deliverable upon exercise of Warrants (the "Prospectus"), and the Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent will deliver to the holder of the Warrant Certificate evidencing such Warrant, prior to or concurrently with the delivery of the Warrant Debt Securities issued upon such exercise, a Prospectus. SECTION 6.06. Obtaining of Governmental Approvals. The Company will from time to time take all action which may be necessary to obtain and keep effective any and all permits, consents and approvals of governmental agencies and authorities and securities acts filings under United States Federal and State laws (including without limitation a registration statement in respect 12 33 of the Warrants and Warrant Debt Securities under the Securities Act of 1933), which may be or become requisite in connection with the issuance, sale, transfer and delivery of the Warrant Certificates, the exercise of the Warrants, the issuance, sale, transfer and delivery of the Warrant Debt Securities issued upon exercise of the Warrants or upon the expiration of the period during which the Warrants are exercisable. SECTION 6.07. Persons Having Rights under Warrant Agreement. Nothing in this Agreement expressed or implied and nothing that may be inferred from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the Company, the Warrant Agent and the holders of the Warrant Certificates any right, remedy or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise or agreement hereof; and all covenants, conditions, stipulations, promises and agreements in this Agreement contained shall be for the sole and exclusive benefit of the Company and the Warrant Agent and their successors and of the holders of the Warrant Certificates. SECTION 6.08. Headings. The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. SECTION 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which as so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument. SECTION 6.10. Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Warrant Agent for inspection by the holder of any Warrant Certificate. The Warrant Agent may require such holder to submit his Warrant Certificate for inspection by it. IN WITNESS WHEREOF, Household International Netherlands B.V. has caused this Agreement to be signed by one of its duly authorized officers, and its corporate seal to be affixed hereunto, and the same to be attested by its Secretary or one of its 13 34 Assistant Secretaries, all as of the day and year first above written. HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. By________________________________________ Attest: ____________________ By________________________________________ as Warrant Agent Attest: _____________________ 14 35 EXHIBIT A (FORM OF WARRANT CERTIFICATE) [Face of Warrant Certificate] [Form of Legend if Prior to this Debt Securities with Warrant Certificate cannot Warrants which are not be transferred or exchanged immediately detachable: unless attached to a [Title of Offered Debt Securities] Exercisable Only if Countersigned By the Warrant Agent as Provided Herein Warrant Certificates representing Warrants to purchase [Title of Warrant Debt Securities] as described herein. HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. Warrants to Purchase [Title of Warrant Debt Securities] Void After 5 P.M. Time on , 19 [No.] Warrants This certifies that [the bearer is the] [ or registered assigns is the registered] owner of the above-indicated number of Warrants, each Warrant entitling such [bearer] [owner] to purchase, at any time [after 5 P.M. time on , 19 and] on or before 5 P.M. time on , 19 , $ principal amount of [Title of Warrant Debt Securities] (the "Warrant Debt Securities"), of Household International Netherlands B.V. (the "Company"), issued and to be issued under the Indenture (as hereinafter defined), on the following basis:* [on , 19 the exercise price of each Warrant is $ ; during the period from , 19 , - ---------------- * Complete and modify the following provision as appropriate to reflect the exact terms of the Offered Warrants and the Warrant Debt Securities. 36 through and including , 19 , the exercise price of each Warrant will be $ plus [accrued amortization of the original issue discount] [accrued interest] from , 19 ; on , 19 the exercise price of each Warrant will be $ ; during the period from , 19 , through and including , 19 the exercise price of each Warrant will be $ plus [accrued amortization of the original issue discount] [accrued interest] from , 19 ; [in each case, the original issue discount will be amortized at a % annual rate, computed on an annual basis, using a 360-day year consisting of twelve 30-day months] (the "Warrant Price"). [The original issue discount for each $1,000 principal amount of Warrant Debt Securities is $ .] The holder may exercise the Warrants evidenced hereby by providing certain information set forth on the back hereof and by paying in full in lawful money of the United States of America, [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds, the Warrant Price for each Warrant exercised to the Warrant Agent (as hereinafter defined) and by surrendering this Warrant Certificate, with the purchase form on the back hereof duly executed at the corporate trust office of [name of Warrant Agent], or its successor as warrant agent (the "Warrant Agent"), [or ] at the address specified on the reverse hereof and upon compliance with and subject to the conditions set forth herein and in the Warrant Agreement (as hereinafter defined). Any whole number of Warrants evidenced by this Warrant Certificate may be exercised to purchase Warrant Debt Securities in registered form in denominations of $ and any integral multiples thereof. Upon any exercise of fewer than all of the Warrants evidenced by this Warrant Certificate, there shall be issued to the holder hereof a new Warrant Certificate evidencing the number of Warrants remaining unexercised. This Warrant Certificate is issued under and in accordance with the Warrant Agreement, dated as of , 19 (the "Warrant Agreement"), between the Company and the Warrant Agent and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions the holder of this Warrant Certificate consents by acceptance hereof. Copies of the Warrant Agreement are on file at the above-mentioned office of the Warrant Agent [and at ]. The Warrant Debt Securities to be issued and delivered upon the exercise of the Warrants evidenced by this Warrant Certificate will be issued under and in accordance with an Indenture dated as of (the "Indenture"), between the Company and , a organized and existing under the laws of , as Trustee, ( and any successor to such Trustee being hereinafter referred to as the "Trustee") and will be 2 37 subject to the terms and provisions contained in the Indenture. [In particular, issuance of unregistered Warrant Debt Securities upon exercise of Warrants shall be subject to such arrangements and procedures as shall be provided pursuant to Section of the Indenture.] Copies of the Indenture and the form of the Warrant Debt Securities are on file at the corporate office of the Trustee [and at ]. [If Offered Debt Securities with bearer Warrants which are not immediately detachable -- Prior to , 19 this Warrant Certificate may be exchanged or transferred only together with the [Title of Offered Debt Securities] ("Offered Debt Securities") to which this Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Debt Security. After such date, this [If Offered Debt Securities with bearer Warrants which are immediately detachable -- This] Warrant Certificate, and all rights hereunder, may be transferred by delivery, and the Company and the Warrant Agent may treat the bearer hereof as the owner for all purposes.] [If Offered Debt Securities with registered Warrants which are not immediately detachable -- Prior to , 19 this Warrant Certificate may be exchanged or transferred only together with the [Title of Offered Debt Securities] ("Offered Debt Securities") to which this Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer of such Offered Debt Security. After such date, this [If Offered Debt Securities with registered Warrants which are immediately detachable -- This] Warrant Certificate may be transferred when surrendered at the corporate trust office of the Warrant Agent [or ] by the registered owner or his assigns, in person or by an attorney duly authorized in writing, in the manner and subject to the limitations provided in the Warrant Agreement.] [If Offered Debt Securities with Warrants which are not immediately detachable -- Except as provided in the immediately preceding paragraph, after] [If Offered Debt Securities with Warrants which are immediately detachable -- After] countersignature by the Warrant Agent and prior to the expiration of this Warrant Certificate, this Warrant Certificate may be exchanged at the corporate trust office of the Warrant Agent for Warrant Certificates representing the same aggregate number of Warrants. This Warrant Certificate shall not entitle the holder hereof to any of the rights of a holder of the Warrant Debt Securities, including, without limitation, the right to receive payments of principal of (premium, if any) or interest, if any, on the Warrant Debt Securities or to enforce any of the covenants of the Indenture. 3 38 This Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent. Dated as of , 19 . HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. By______________________________________ Attest: ________________________ Countersigned: ________________________ As Warrant Agent By______________________ Authorized Signature 4 39 [Reverse of Warrant Certificate] (Instructions for Exercise of Warrant) To exercise the Warrants evidenced hereby, the holder must pay [in cash or by certified check or official bank check or by bank wire transfer] [by bank wire transfer] in immediately available funds the Warrant Price in full for Warrants exercised to [insert name of Warrant Agent] Corporate Trust Department [insert address of Warrant Agent], Attn. [or ], which [payment] [wire transfer] must specify the name of the holder and the number of Warrants exercised by such holder. In addition, the holder must complete the information required below and present this Warrant Certificate in person or by mail (registered mail is recommended) to the Warrant Agent at the addresses set forth below. This Warrant Certificate, completed and duly executed, must be received by the Warrant Agent within five business days of the [payment] [wire transfer]. [Form of Election to Purchase] (to be executed upon exercise of Warrant) The undersigned hereby irrevocably elects to exercise Warrants, evidenced by this Warrant Certificate, to purchase $ principal amount of the [Title of Debt Securities] (the "Warrant Debt Securities") of and represents that he has tendered payment for such Warrant Debt Securities [in cash or by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] in immediately available funds to the order of Household International, Inc. c/o [insert name and address of Warrant Agent] in the amount of $ in accordance with the terms hereof. The undersigned requests that said principal amount of Warrant Debt Securities be in [bearer form in the authorized denominations] [fully registered form in the authorized denominations, registered in such names and delivered] all as specified in accordance with the instructions set forth below. If the number of Warrants exercised is less than all of the Warrants evidenced hereby, the undersigned requests that a new Warrant Certificate representing the remaining Warrants evidenced hereby be issued and delivered to the undersigned unless otherwise specified in the instructions below. Dated: ____________________________ ___________________________ Name_________________________________ (Insert Social Security (Please Print) or Other Identifying Number of Holder) Address______________________________ ______________________________ Signature____________________________ 40 The Warrants evidenced hereby may be exercised at the following addresses: By hand at ______________________________________________ ______________________________________________ ______________________________________________ ______________________________________________ By mail at ______________________________________________ ______________________________________________ ______________________________________________ ______________________________________________ (Instructions as to form and delivery of Warrant Debt Securities and, if applicable, Warrant Certificates evidencing unexercised Warrants.) 2 41 Reverse of Warrant Certificate *[Certificate for Delivery of Bearer Bonds] HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. Warrant Debt Securities TO: HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. This certificate is submitted in connection with our request that you deliver to us $ principal amount of Warrant Debt Securities in bearer form upon exercise of Warrants. We hereby certify that either (a) none of such Warrant Debt Securities will be held by or on behalf of a United States Person, or (b) if a United States Person will have a beneficial interest in such Warrant Debt Securities, such person is described in Section 165 (j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1954, as amended, and the regulations thereunder. As used herein, "United States Person" means a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof or an estate or trust whose income from sources without the United States is includible in gross income for United States Federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States. We understand that this certificate is required in connection with certain tax legislation in the United States. If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings. Dated: _____________________________________ (Please print name) - ----------------- * Subject to changes in accordance with changes in tax laws and regulations. 42 [If registered Warrant] ASSIGNMENT (Form of Assignment to be Executed if Holder Desires to Transfer Warrants Evidenced Hereby) For Value Received hereby sells, assigns and transfers unto Please insert social security or other identifying number ________________________________ ______________________________ (Please print name and address including zip code) ___________________________________________________________________ the Warrants represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint Attorney, to transfer said Warrant Certificate on the books of the Warrant Agent with full power of substitution in the premises. Dated: ________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by a bank, trust company or member broker of the New York or Midwest Stock Exchange.) Signature Guaranteed: ______________________________ EX-5 5 OPINION AND CONSENT 1 EXHIBIT 5 and EXHIBIT 23(b) November 23, 1994 Board of Directors Household International, Inc. 2700 Sanders Road Prospect Heights, Illinois 60070 Re: Household International, Inc. and Household International Netherlands B.V. Registration Statement on Form S-3, for the Senior Notes and Warrants to Purchase Senior Notes and unconditional guarantees as to repayment of up to $400 million of Senior Notes Gentlemen: As Assistant General Counsel and Secretary of Household International, Inc., a Delaware corporation ("Household"), I am generally familiar with the proceedings in connection with the Registration Statement on Form S-3 in which Senior Notes and Warrants to Purchase Senior Notes of up to $400,000,000 aggregate principal amount (the "Senior Notes") of Household International Netherlands B.V. ("HINBV"), a subsidiary of Household, and unconditional guarantees (the "Guarantees") of Household are being registered. The Senior Notes and Guarantees will be issuable under an Indenture dated as of September 9, 1993, among Household, HINBV and The First National Bank of Boston, as Trustee (the "Bank of Boston Indenture"), or an Indenture dated as of September 9, 1993, among Household, HINBV and BankAmerica National Trust Company, as Trustee (the "BankAmerica Indenture"). The foregoing indentures, or forms thereof, have been filed with the Securities and Exchange Commission (the "Commission") as exhibits to the Registration Statement. Based upon my review of the records and documents of Household, I am of the opinion that: 2 Household International, Inc. November 23, 1994 Page 2 1. Household is a corporation duly incorporated and validly existing under the laws of the State of Delaware. 2. HINBV is a corporation duly incorporated and validly existing under the laws of the Netherlands. 3. The Bank of Boston and BankAmerica Indentures have been duly authorized, executed and delivered by Household and HINBV, and constitute valid and legally binding instruments of Household and HINBV, enforceable in accordance with their terms against each respective corporation, 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 (regardless of whether such enforceability is considered in a proceeding in equity or at law). 4. When the issuance of Senior Notes and Warrants to Purchase Senior Notes has been duly authorized by the appropriate corporate action of HINBV, and such Senior Notes and Warrants to Purchase Senior Notes have been duly executed, authenticated, issued and delivered against payment of the agreed consideration therefor in accordance with the appropriate Indenture or Warrant Agreement and as described in the Registration Statement, including the Prospectus and any Prospectus Supplement relating to such Senior Notes and Warrants to Purchase Senior Notes, the Senior Notes, Warrants to Purchase Senior Notes and Guarantees will each be legally and validly issued and will be the legal and binding obligations of HINBV and Household, respectively, enforceable in accordance with their 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 (regardless of whether such enforceability is considered in a proceeding in equity or at law). 3 Household International, Inc. November 23, 1994 Page 3 I hereby consent to the use of my name and my opinion in the Prospectus, Preliminary Prospectus and any Prospectus Supplement filed pursuant to Rule 424 or 430A of Regulation C of the Securities Act of 1933, as amended ("Act"), in connection with the above referenced Registration Statement filed with the Commission on or about November 23, 1994, including any references to my opinions set forth in the documents incorporated by reference therein, and to the filing of this opinion as an exhibit to said Registration Statement. In giving such consent I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. John W. Blenke JWB:jh EX-23.A 6 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS Household International, Inc. As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-3 relating to the offering of Household International Netherlands B.V.'s Senior Notes and Warrants to Purchase Senior Notes, and the guarantee thereof by Household International, Inc. to be filed with the Securities and Exchange Commission on or about November 23, 1994, of our report dated February 1, 1994, included in Household International, Inc.'s Form 10-K for the year ended December 31, 1993, and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Chicago, Illinois November 23, 1994 EX-25.A 7 STATEMENT OF ELIGIBILITY AND QUALIF. 1 EXHIBIT 25(a) SECURITIES ACT OF 1933 FILE NO: (IF APPLICATION TO DETERMINE ELIGIBILITY OF TRUSTEE FOR DELAYED OFFERING PURSUANT TO SECTION 305(b)(2) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________ FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)______ ___________________ THE FIRST NATIONAL BANK OF BOSTON (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER) 04-2472499 (I.R.S. EMPLOYER IDENTIFICATION NO.) 100 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) GARY A. SPEISS, CASHIER AND GENERAL COUNSEL 100 FEDERAL STREET, 24TH FLOOR, BOSTON, MASSACHUSETTS 02110 (617) 434-2870 ___________________ HOUSEHOLD INTERNATIONAL, INC. (Exact name of Registrant who is the Issuer of the Guarantees as specified in its Charter) DELAWARE 36-3121988 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
2700 SANDERS ROAD PROSPECT HEIGHTS, ILLINOIS 60070 708-564-5000 (Address including zip code, and telephone number, including area code, of registrant's principal executive offices) ___________________ HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. (Exact name of the registrant who is the Issuer of the Senior Notes and Warrants to Purchase Senior Notes as specified in its Charter) The Netherlands Not Applicable (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Hoekenrode 6 1102 BR Amsterdam, Netherlands 31-20-6298033 (Address, including postal code, and telephone number, including area code, of registrant's principal executive offices) SENIOR NOTES AND WARRANTS TO PURCHASE SENIOR NOTES (TITLE OF INDENTURE SECURITIES) 2 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT. Comptroller of the Currency of the United States, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C. Federal Deposit Insurance Corporation, Washington, D.C. (B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Trustee is authorized to exercise corporate trust powers. 2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS. IF THE OBLIGOR OR ANY UNDERWRITER FOR THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None with respect to the Trustee. (See Notes on page 2) None with respect to Bank of Boston Corporation. 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY AND QUALIFICATION. 1. A COPY OF THE ARTICLES OF ASSOCIATION OF THE TRUSTEE IS NOW IN EFFECT. A certified copy of the Articles of Association of the trustee is filed as Exhibit No. 1 to statement of eligibility and qualification No. 22-9514 and is incorporated herein by reference thereto. 2. A COPY OF THE CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE BUSINESS, IF NOT CONTAINED IN THE ARTICLES OF ASSOCIATION. A copy of the certificate of T. McLean Griffin, Cashier of the trustee, dated February 3, 1978, as to corporate succession containing copies of the Certificate of the Comptroller of the Currency that The Massachusetts Bank, National Association, into which The First National Bank of Boston was merged effective January 4, 1971, is authorized to commence the business of banking as a national banking association, as well as a certificate as to such merger is filed as Exhibit No. 2 to statement of eligibility and qualification No. 22-9514 and is incorporated herein by reference thereto. 3. A COPY OF THE AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST POWERS, IF SUCH AUTHORIZATION IS NOT CONTAINED IN THE DOCUMENTS SPECIFIED IN PARAGRAPH (1) OR (2) ABOVE. A copy of a certificate of the Office of the Currency dated February 6, 1978 is filed as Exhibit No. 3 to statement of eligibility and qualification No. 22-9514 and is incorporated herein by reference thereto. 4. A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE, OR INSTRUMENTS CORRESPONDING THERETO. A certified copy of the existing By-Laws of the trustee dated December 23, 1993 is filed as Exhibit No. 4 to statement of eligibility and qualifications No. 22-25754 and is incorporated herein by reference thereto. 5. THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT. The consent of the trustee required by Section 321(b) of the Act is annexed hereto Exhibit 5 and made a part hereof. 6. A COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE PUBLISHED PURSUANT TO LAW OR THE REQUIREMENTS OF ITS SUPERVISING OR EXAMINING AUTHORITY. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority is annexed hereto as Exhibit 6 and made a part hereof. 3 NOTES In answering any item in this Statement of Eligibility and Qualification which relates to matters peculiarly within the knowledge of the obligor or any underwriter for the obligor, the trustee has relied upon information furnished to it by the obligor and the underwriters, and the trustee disclaims responsibility for the accuracy or completeness of such information. The answer furnished to Item 2 of this statement will be amended, if necessary, to reflect any facts which differ from those stated and which would have been required to be stated if known at the date hereof. SIGNATURE PURSUANT TO THE REQUIREMENTS OF THE TRUST INDENTURE ACT OF 1939, THE TRUSTEE, THE FIRST NATIONAL BANK OF BOSTON, A NATIONAL BANKING ASSOCIATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED STATES OF AMERICA, HAS DULY CAUSED THIS STATEMENT OF ELIGIBILITY AND QUALIFICATION TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, ALL IN THE CITY OF BOSTON AND COMMONWEALTH OF MASSACHUSETTS, ON THE 21ST DAY OF NOVEMBER, 1994. THE FIRST NATIONAL BANK OF BOSTON, TRUSTEE By JAMES E. MOGAVERO ------------------ James E. Mogavero Senior Account Manager EXHIBIT 5 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, in connection with the proposed issue by Household International Netherlands B.V., with Household International, Inc. as Guarantor Senior Notes and Warrants To Purchase Senior Notes, we hereby consent that reports of examinations by Federal, State, Territorial, or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. THE FIRST NATIONAL BANK OF BOSTON, TRUSTEE By JAMES E. MOGAVERO ------------------ James E. Mogavero Senior Account Manager 4 EXHIBIT 6 CONSOLIDATED REPORT OF CONDITION, INCLUDING DOMESTIC AND FOREIGN SUBSIDIARIES, OF THE FIRST NATIONAL BANK OF BOSTON In the Commonwealth of Massachusetts, at the close of business on June 30, 1994. Published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter number 200. Comptroller of the Currency Northeastern District. ASSETS
DOLLAR AMOUNTS IN THOUSANDS ---------- Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin . . . . . . . . . . . . . . . . . . . . $ 2,597,212 Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,006,033 Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,805,830 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,07 Securities purchased under agreements to resell . . . . . . . . . . . . . . . . . . . . . 24,125 Loans and lease financing receivables: Loans and leases, net of unearned income . . . . . . . . . . . . . . . . . $25,226,498 LESS: Allowance for loan and lease losses . . . . . . . . . . . . . . . . 510,109 LESS: Allocated transfer risk reserve . . . . . . . . . . . . . . . . . . 0 Loans and leases, net of unearned income, allowance and reserve . . . . . . . . . . . . . 25,226,498 Assets held in trading accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,055,276 Premises and fixed assets (including capitalized leases) . . . . . . . . . . . . . . . . . . . 358,768 Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,942 Investments in unconsolidated subsidiaries and associated companies . . . . . . . . . . . . . 121,355 Customers' liability to this bank on acceptances outstanding . . . . . . . . . . . . . . . . . 377,660 Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 494,273 Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 893,037 ----------- TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $35,055,086 =========== LIABILITIES Deposits: In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14,858,614 Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,939,164 Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,919,450 In foreign offices, Edge and Agreement subsidiaries, and IBF's . . . . . . . . . . . . . . . . 8,075,335 Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 471,458 Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,603,877 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,202,229 Securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . . . . . . 106,173 Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,384 Other borrowed money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,856,596 Mortgage indebtedness and obligations under capitalized leases . . . . . . . . . . . . . . . . 14,096 Bank's liability on acceptances executed and outstanding . . . . . . . . . . . . . . . . . . . 377,824 Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 780,900 Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 913,130 ----------- TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $32,720,661 =========== Limited-life preferred stock and equity capital . . . . . . . . . . . . . . . . . . . . . . . 0 EQUITY CAPITAL Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . . . . . . . . $ 0 Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82,264 Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 987,398 Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,285,223 LESS: Net unrealized loss on marketable equity securities . . . . . . . . . . . . . . . . . . (13,374) Cumulative foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . (7,086) Total equity capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,334,425 ----------- TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK AND EQUITY . . . . . . . . . . . . . . . . $35,055,086 ===========
5 I, Robert T. Jefferson, Comptroller of the above-named bank, do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. ROBERT T. JEFFERSON AUGUST 10, 1994 We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. CHARLES G. GIFFORD IRA STEPANIAN WAYNE A. BUDD DIRECTORS AUGUST 10, 1994 EX-25.B 8 STATEMENT OF ELIGIBLITY AND QUALIF. 1 EXHIBIT 25(b) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)_____ BANKAMERICA NATIONAL TRUST COMPANY (Exact name of trustee as specified in its charter) Not Applicable (Jurisdiction of incorporation or organization if not a U.S. national bank) 95-3804037 (I.R.S. Employer Identification No.) One World Trade Center, New York, New York 10048-1191 (Address of principal executive offices) (Zip Code) General Counsel Bank of America NT & SA 335 Madison Avenue, 4th Floor New York, NY 10017 (212) 503-8297 (Name, address and telephone number of agent for services) HOUSEHOLD INTERNATIONAL NETHERLANDS B.V. (Exact name obligor as specified in its its charter) Netherlands Not Applicable (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Hoekenrode 6 Not Applicable 1102 BR Amsterdam, Netherlands (Zip Code) (Address of principal executive offices) --------------------------------------- HOUSEHOLD INTERNATIONAL, INC. (Exact name of obligor (guarantor) as specified in its charter) Delaware 36-3121988 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2700 Sanders Road 60070 Prospect Heights, Illinois (Zip Code) (Address of principal executive offices) ------------------------------------- Debt Securities (Title of the indenture securities) 2 GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, 250 E Street, S.W., Washington, D.C. 20219; Federal Deposit Insurance Corporation, 550 17th Street, N.W., Washington, D.C. 20429; Board of Governors of The Federal Reserve System, 20th and C Streets, N.W., Washington, D.C. 20551 (b) Whether it is authorized to exercise corporate trust powers. Yes Item 2. Affiliations with Obligor If the obligor is an affiliate of the trustee, describe each such affiliation. The obligor is not an affiliate of the trustee. (See Note on Page 3) Item 16. List of Exhibits List below are exhibits filed as a part of this statement of eligibility and qualification. Exhibit 1 A copy of the Articles of Association of the Trustee; incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 33-34670. Exhibit 2 A copy of the Certificate of Authority to Commence Business of the Trustee, incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 2-97868. Exhibit 3 Included in Exhibit 1. Exhibit 4 A copy of the existing by-laws of the Trustee; incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 33-34670. Exhibit 5 A copy of each indenture referred to in Item 4 if the obligor is in default. Not applicable. -2- 3 Exhibit 6 Consents of BankAmerica National Trust Company formerly Security Pacific National Trust Company (New York) required by Section 321 (b) of the Trust Indenture Act of 1939; incorporated herein by reference to Exhibit 6, filed with Form T-1 Statement, Registration No. 2-97868. Exhibit 7 A copy of the latest report of the Trustee published pursuant to the laws or the requirements of its supervising or examining authority. Exhibit 8 A copy of any order pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act. Not Applicable. Exhibit 9 Foreign trustees are required to file a consent to service of process on Form F-X. Not Applicable. NOTE Inasmuch as this Form T-1 is filed prior to the ascertainment by the Trustee of all facts on which to base responsive answers to Item 2 the answer to said Item is based on incomplete information. Item 2 may be considered correct unless amended by an amendment to this Form T-1. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, BankAmerica National Trust Company, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 21st day of November, 1994. BANKAMERICA NATIONAL TRUST COMPANY By Geovanni Barris Trust Officer -3- 4 BANKAMERICA NATIONAL TRUST Exhibit 7 to COMPANY Form T-1 One World Trade Center, 18th Floor New York City, NY 10006 FDIC Certificate Number 24430 Consolidated Report of Condition for Insured Commercial Banks for September 30, 1994 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. SCHEDULE RC - BALANCE SHEET
Dollar Amounts in Thousands Bil Mil Thou _________________________________________________________________Assets 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin [1]..............................283,902 b. Interest-bearing balances [2].......................10,200 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A)...........................2,013 b. Available-for-sale securities (from Schedule RC-B, column D)...........................4,702 3. Federal funds sold and securities purchases under agreements to resell: a. Federal funds sold............................... b. Securities purchased under agreements to resell............................. 4. Loans and lease financing receivables: a. Loans and leases, net of unearned income (from Schedule RC-C)......................109,026 b. LESS: Allowance for loan and lease losses.........................................436 c. LESS: Allocated transfer risk reserve................................ d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c).....................................108,590 5. Assets held in trading accounts (from Schedule RC-D)........................................ 6. Premises and fixed assets (including capitalized leases)........................................960 7. Other real estate owned............................... 8. Investments in unconsolidated subsidiaries and associated companies.................................. 9. Customer's liability to this bank on acceptances outstanding............................... 10. Intangible assets (from Schedule RC-M)..................17,473 11. Other assets (from Schedule RC-F)......................156,606 12. Total assets (sum of items 1 through 11................584,446 - ---------------
5 [1] Includes cash items in process of collection and unposted debits. [2] Includes time certificates of deposit not held in trading accounts. SCHEDULE RC-CONTINUED Dollar Amounts in Thousands Bil Mil Thou _________________________________________________________________ Liabilities 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)....................... 266,318 (1) Noninterest-bearing [1].........................266,318 (2) Interest-bearing..................... b. In foreign offices, Edge and Agreement subsidiaries, and IBFs............................ (1) Noninterest-bearing........................... (2) Interest-bearing.............................. 14. Federal funds purchased and securities sold under agreements to repurchase: a. Federal funds purchased........................... b. Securities sold under agreements to repurchase.... 15. Demand notes issued to the U.S. Treasury............. 16. Other borrowed money................................. 155,748 17. Mortgage indebtedness and obligations under capitalized leases............................. 18. Bank's liability on acceptances executed and outstanding...................................... 19. Notes and debentures subordinated to deposits........ 20. Other liabilities (from Schedule RC-G)............... 31,126 21. Total liabilities (sum of items 13 through 20).........453,192 22. Limited-life preferred stock......................... EQUITY CAPITAL 23. Perpetual preferred stock............................ 24. Common Stock......................................... 500 25. Surplus................................................139,063 26(a)Undivided profits and capital reserves................. (8,311) 26(b)Net unrealized holding gains (losses) on available for sale securities........................................... 2 27. Cumulative foreign currency translation adjustments.. 28. Total equity capital (sum of items 23 through 27)..... 134,654 29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21,22 and 28).........584,446 - ---------------
1] Includes total demand deposits and noninterest-bearing time and savings deposits. -----END PRIVACY-ENHANCED MESSAGE-----