EXHIBIT 10.3
EXECUTION COPY
HOUSEHOLD CONSUMER LOAN CORPORATION,
Seller,
HOUSEHOLD FINANCE CORPORATION,
Servicer,
and
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
Deposit Trustee
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SUPPLEMENT FOR SERIES 1997-2
Dated as of November 1, 1997
to the
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1995
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HOUSEHOLD CONSUMER LOAN DEPOSIT TRUST I
Series 1997-2
TABLE OF CONTENTS
Page
SECTION 1. Designation and Covenant to Exclude
Participation Interests.. . . . . . . . . . . 1
Section 1.01 Designation. . . . . . . . . . . . . . . . . . 1
Section 1.02 Covenant to Exclude Participation Interests. . 1
SECTION 2. Definitions . . . . . . . . . . . . . . . . . . . 2
SECTION 3. Servicing Compensation. . . . . . . . . . . . . . 10
SECTION 4. Article IV of Agreement . . . . . . . . . . . . . 11
Section 4.07. Allocations . . . . . . . . . . . . . . . 11
Section 4.08. Determination of Monthly Interest . . . . 11
Section 4.09. Determination of Monthly Principal. . . . 12
Section 4.10. [RESERVED]. . . . . . . . . . . . . . . . 12
Section 4.11. Application of Investor Finance Charge
and Administrative Collections on
Deposit in Collection Account. . . . . . 12
Section 4.12. Investor Charge-Offs. . . . . . . . . . . 13
Section 4.13. [RESERVED]. . . . . . . . . . . . . . . . 13
SECTION 5. Distributions . . . . . . . . . . . . . . . . . . 13
SECTION 6. Statements to Series 1997-2 Participants. . . . . 14
SECTION 7. Additional Amortization Events. . . . . . . . . . 15
SECTION 8. Optional Repurchase . . . . . . . . . . . . . . . 16
SECTION 9. Sale of Series 1997-2 Participants' Interest
pursuant to Section 2.06 or 10.01 of
Agreement . . . . . . . . . . . . . . . . . . 16
SECTION 10. Distributions pursuant to Section 8 or 9 of
this Series Supplement and Section 2.06,
10.01 or 12.02(c) of Agreement. . . . . . . . 17
SECTION 11. Distribution of Proceeds of Sale, Disposition
or Liquidation of Receivables pursuant to
Section 9.02 of Agreement . . . . . . . . . . 17
SECTION 12. Rating Agency Notice.. . . . . . . . . . . . . . 18
SECTION 13. [RESERVED] . . . . . . . . . . . . . . . . . . . 18
SECTION 14. [RESERVED] . . . . . . . . . . . . . . . . . . . 18
SECTION 15. Delivery of Series 1997-2 Participation
Interest. . . . . . . . . . . . . . . . . . . 18
SECTION 16. Ratification of Agreement. . . . . . . . . . . . 18
SECTION 17. Counterparts . . . . . . . . . . . . . . . . . . 18
SECTION 18. Governing Law. . . . . . . . . . . . . . . . . . 18
SECTION 19. Forms of Certificates and Monthly Servicer's
Certificate . . . . . . . . . . . . . . . . . 18
SECTION 20. Transfer Restrictions. . . . . . . . . . . . . . 19
EXHIBITS
Exhibit A-1 Series 1997-2 Participation Interest
Exhibit B Monthly Servicing Report
Exhibit C Investment Letter
SERIES 1997-2 SUPPLEMENT, dated as of November 1, 1997 (this
"Series Supplement"), by and among Household Consumer Loan Corpo-
ration, a Nevada corporation, as seller (the "Seller"), Household
Finance Corporation, a Delaware corporation, as servicer (the
"Servicer"), and Texas Commerce Bank National Association, a
national banking association, as successor trustee to The Chase
Manhattan Bank, N.A. (together with successors in trust thereunder
as provided in the Pooling and Servicing Agreement referred to
below, the "Deposit Trustee"), under the Pooling and Servicing
Agreement, by and among the Seller, the Servicer and the Deposit
Trustee dated as of September 1, 1995.
RECITALS
Section 6.03 of the Agreement provides, among other things,
that the Seller and the Deposit Trustee may at any time and from
time to time enter into a supplement to the Agreement for the
purpose of authorizing the issuance by the Deposit Trustee to the
Seller for execution and redelivery to the Deposit Trustee for
authentication one or more Series of Series Participation Inter-
ests. The Seller has tendered the notice of issuance required by
Section 6.03(b)(i) of the Agreement and hereby enters into this
Series Supplement with the Servicer and the Deposit Trustee as
required by such Section 6.03 to provide for the issuance, authen-
tication and delivery of the Series Participation Interest, Series
1997-2 (the "Series 1997-2 Participation Interest") and to specify
the Principal Terms thereof.
In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision
contained in the Agreement, the terms and provisions of this Series
Supplement shall govern.
SECTION 1. Designation and Covenant to Exclude Participation
Interests.
Section 1.01 Designation. The Series 1997-2 Partic-
ipation Interest shall be deemed to be a "Series Participation
Interest" for all purposes under the Agreement and this Series
Supplement. Notwithstanding any provision to the contrary in
the Agreement or in this Series Supplement, the first
Distribution Date with respect to Series 1997-2 shall be
December 12, 1997.
Section 1.02 Covenant to Exclude Participation
Interests. Notwithstanding any provisions to the contrary in
the Agreement, for so long as the Series 1997-2 Participation
Interest is outstanding, each of the Seller and the Servicer
covenants and agrees not to enter into a Participation
Interest Agreement, and the Trust shall not acquire or hold
any interest in a Participation Interest. The entering into
of any such Participation Interest Agreement in violation of
this Section 1.02 will be deemed to have an "Adverse Effect".
SECTION 2. Definitions.
(a) Whenever used in this Series Supplement and when used in
the Agreement with respect to the Series 1997-2 Participation
Interest, the following words and phrases shall have the following
meanings, and the definitions of such terms are applicable to the
singular as well as the plural forms of such terms and to the
masculine as well as to the feminine and neuter genders of such
terms.
"Accelerated Amortization Date" shall mean October 31,
2002.
"Additional Balances" shall mean, with respect to any
Credit Line, amounts drawn under such Credit Line subsequent
to the date such Credit Line is designated to the Deposit
Trust.
"Additional Interest" shall have the meaning set forth in
Section 4.08(a) hereof.
"Adverse Effect" shall have the meaning assigned to such
term in the Agreement as supplemented by Section 1.02 hereof.
"Agreement" shall mean, for purposes of this Series
Supplement, the Pooling and Servicing Agreement, dated as of
September 1, 1995, as such agreement may be amended from time
to time, by and among the Seller, the Servicer and the Deposit
Trustee (without regard to this Series Supplement or
supplements for other Series).
"Amortization Event" shall mean any of the events
enumerated in Section 9.01 of the Agreement or in Section 7 of
this Series Supplement.
"Available Investor Principal Collections" shall mean,
with respect to any Distribution Date, the sum of (a) Investor
Principal Collections, (b) the Series 1997-2 Participation
Interest Net Default Payment Amount, and (c) the portion paid
by the Seller pursuant to Section 9 hereof that is included in
clause (i) of the definition of Reassignment Amount.
"Calculation Date" shall mean the first day of the
Interest Period.
"Closing Date" shall mean November 19, 1997.
"Distribution Date" shall mean, with respect to Series
1997-
2, the 14th day of each calendar month, or if such day is not
a Business Day, the next preceding Business Day; provided that
the first Distribution Date shall be December 12, 1997.
"Due Period" shall mean, with respect to the first Due
Period, the period from and including November 1, 1997 through
November 30, 1997, and thereinafter the meaning specified in
the Agreement.
"Early Amortization Period" shall mean the period
commencing with an Amortization Event pursuant to Section 7
hereof or Section 9.01 of the Agreement (after giving effect
to any grace periods) and terminating upon termination of the
Trust pursuant to Section 12.01 of the Agreement.
"Eligible Investments" shall mean, with respect to funds
allocable to the Series 1997-2 Participation Interest in the
Collection Account, "Eligible Investments" as defined in the
Agreement, except that all references in such definition to
"rating satisfactory to the Rating Agency" shall mean ratings
of not less than A-1 by Standard & Poor's, P-1 by Moody's, F-1
by Fitch (if rated by Fitch) and D-1 by Duff & Xxxxxx (if
rated by Duff & Xxxxxx).
"Eligible Institution" shall mean any "Eligible Insti-
tution" as defined in the Agreement, except that all refer-
ences in such definition to "rating satisfactory to the Rating
Agency" shall mean long-term ratings of not less than AAA by
Standard and Poor's or Aaa by Moody's, respectively, or
short-term unsecured debt ratings of at least A-1 by Standard
and Poor's and P-1 by Moody's, respectively, except that no
such rating shall be required of an institution which
maintains such Account or such funds as a fully segregated
trust account or subaccount with the corporate trust
department of such institution as long as such institution
maintains the credit rating of each Rating Agency in one of
its generic credit rating categories which signifies invest-
ment grade.
"Final Scheduled Payment Date" shall mean the Payment
Date in November 2007.
"Fixed Allocation Percentage" shall mean, with respect to
any Distribution Date, the percentage equivalent of a frac-
tion, the numerator of which is the Series 1997-2
Participation Interest Invested Amount as of the last day
immediately preceding the commencement of an Early Amortiza-
tion Period that is continuing or preceding the Accelerated
Amortization Date, as applicable, and the denominator of which
is the greater of (x) the aggregate Principal Receivables as
of the first day of the related Due Period and the then
outstanding amount of any Participation Interests in the
Deposit Trust as of the first day of the related Due Period
and (y) the sum of the numerators used to calculate the
Allocation Percentage for allocations with respect to
Principal Receivables or Finance Charge and Administrative
Receivables, as applicable, for all outstanding Series for
such Distribution Date; provided, however, that, with respect
to the first Due Period, the Fixed Allocation Percentage shall
mean the percentage equivalent of a fraction, the numerator of
which is the Series 1997-2 Participation Interest Initial
Invested Amount and the denominator of which is the total
amount of Principal Receivables in the Deposit Trust as of the
Closing Date; provided, further, that, with respect to any Due
Period in which Aggregate Additional Credit Lines or
Participation Interest are added to the Trust or a removal of
Credit Lines pursuant to Section 2.10 of the Agreement occurs,
the amount of Principal Receivables and Participation
Interests referred to in clause (x) above shall be the average
amount of Principal Receivables and Participation Interests in
the Deposit Trust on each Business Day during such Due Period
based upon the assumptions that (1) the aggregate amount of
Principal Receivables in the Deposit Trust at the end of the
day on the last day of the prior Due Period is the aggregate
amount of Principal Receivables and Participation Interests in
the Deposit Trust on each Business Day of the period from and
including the first day of such Due Period to but excluding
the related Addition Date or Removal Date and (2) the aggre-
gate amount of Principal Receivables in the Deposit Trust at
the end of the day on the related Addition Date or Removal
Date is the aggregate amount of Principal Receivables and
Participation Interests in the Deposit Trust on each Business
Day of the period from and including the related Addition Date
or Removal Date to and including the last day of such Due
Period.
"Floating Allocation Percentage" shall mean with respect
to any Distribution Date the percentage equivalent of a frac-
tion, the numerator of which is the Series 1997-2
Participation Interest Invested Amount as of the last day of
the related Due Period and the denominator of which is the
greater of (x) the aggregate Principal Receivables as of the
first day of the related Due Period and the then outstanding
amount of any Participation Interests in the Deposit Trust as
of the first day of the related Due Period and (y) the sum of
the numerators used to calculate the Allocation Percentage for
allocations with respect to Principal Receivables, Default
Amounts, or Finance Charge and Administrative Receivables, as
applicable, for all outstanding Series for such Distribution
Date; provided, however, that, with respect to the first Due
Period, the Floating Allocation Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is
the Series 1997-2 Participation Interest Initial Invested
Amount and the denominator of which is the total amount of
Principal Receivables in the Deposit Trust as of the first day
of the related Due Period; provided, further, that, with
respect to any Due Period in which Aggregate Additional Credit
Lines or Participation Interest are added to the Trust or a
removal of Credit Lines pursuant to Section 2.10 of the
Agreement occurs, the amount of Principal Receivables and
Participation Interests referred to in clause (x) above shall
be the average amount of Principal Receivables and
Participation Interests in the Deposit Trust on each Business
Day during such Due Period based upon the assumptions that (1)
the aggregate amount of Principal Receivables in the Deposit
Trust at the end of the day on the last day of the prior Due
Period is the aggregate amount of Principal Receivables and
Participation Interests in the Deposit Trust on each Business
Day of the period from and including the first day of such Due
Period to but excluding the related Addition Date or Removal
Date and (2) the aggregate amount of Principal Receivables in
the Deposit Trust at the end of the day on the related
Addition Date or Removal Date is the aggregate amount of
Principal Receivables and Participation Interests in the
Deposit Trust on each Business Day of the period from and
including the related Addition Date or Removal Date to and
including the last day of such Due Period.
"HCLC" shall mean Household Consumer Loan Corporation, a
Nevada corporation.
"Indenture" shall mean the indenture dated as of November
1, 1997 between the Issuer, as debtor, and The Bank of New
York, as Indenture Trustee, as may be amended from time to
time.
"Interest Period" shall mean, with respect to any Distri-
bution Date, the period from and including the Distribution
Date immediately preceding such Distribution Date (or, in the
case of the first Distribution Date, from and including the
Closing Date) to but excluding such Distribution Date.
"Invested Amount" as defined in the Agreement shall mean
the Series 1997-2 Participation Interest Invested Amount as
defined herein.
"Investor Finance Charge and Administrative Collections"
shall mean with respect to any Distribution Date an amount
equal to the sum of (a) (i) if such Distribution Date is not
during an Early Amortization Period, the product of (x) the
Floating Allocation Percentage for the related Due Period and
(y) Finance Charge and Administrative Collections during the
related Due Period and (ii) if such Distribution Date is
during an Early Amortization Period the product of (x) the
Fixed Allocation Percentage for the related Due Period and (y)
Finance Charge and Administrative Collections during the
related Due Period and (b) the portion paid by the Seller
pursuant to Section 9 hereof that is included in clauses (ii)
and (iii) of the definition of Reassignment Amount.
"Investor Principal Collections" shall mean, with respect
to any Due Period prior to the Accelerated Amortization Date
and not during an Early Amortization Period, the Floating
Allocation Percentage of Net Principal Collections for the
related Due Period (or any partial Due Period which occurs as
the first Due Period during the Early Amortization Period);
provided that if Net Principal Collections for such Due Period
is less than the Minimum Principal Amount, then Investor
Principal Collections shall mean the Minimum Principal Amount.
On and after the Accelerated Amortization Date and during an
Early Amortization Period, Investor Principal Collections
shall mean the Fixed Allocation Percentage of Collections in
respect of Principal Receivables for the related Due Period.
"Issuer" shall mean the Household Consumer Loan Trust
1997-2, a Delaware business trust, or its successor in
interest.
"Minimum Principal Amount" shall mean, with respect to
any Distribution Date, the lesser of (a) the Floating Allo-
cation Percentage of Principal Collections for such Distri-
bution Date and (b) the amount by which (i) for Distribution
Dates occurring prior to December 1998, 2.50% of the Series
1997-2 Participation Interest Invested Amount, and (ii) for
Distribution Dates occurring in December 1998 or thereafter,
2.20% of the Series 1997-2 Participation Interest Invested
Amount, in each case, exceeds the Series 1997-2 Participation
Interest Net Default Payment Amount for such Distribution Date
to the extent of the amount of Investor Finance Charge and
Administrative Collections treated as principal pursuant to
Section 4.11(a)(iii) for such Distribution Date.
"Net Principal Collections" shall mean, with respect to
any Due Period prior to the Accelerated Amortization Date and
not during an Early Amortization Period, Collections in
respect of Principal Receivables during the related Due Period
reduced by Additional Balances created during such Due Period.
"Optional Repurchase Amount" shall mean, with respect to
any Distribution Date, after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date,
the sum of (i) the unpaid principal balance of the Series
1997-2 Participation Interest, plus (ii) accrued and unpaid
interest on the unpaid principal balance of the Series 1997-2
Series Participation Interest through the day preceding such
Distribution Date, plus (iii) the amount of Additional
Interest, if any, for such Distribution Date and any
Additional Interest previously due but not distributed to the
Series 1997-2 Participants, as applicable, on a prior
Distribution Date.
"Overcollateralization Amount" shall have the meaning set
forth in the Indenture.
"Performance Amortization Event" shall mean any of an
Additional Amortization Event pursuant to Section 7(a), (b) or
(d) hereof.
"Prime" shall mean the rate set forth in H.15(519)
opposite the caption "Bank Prime Loan" for such day; provided,
however, that the Prime Rate with respect to any day which in
the period beginning on the Calculation Date through and
including the calendar day first preceding a Distribution
Date, shall be the rate as described above in effect on such
Calculation Date. The Prime Rate is also available on
Telerate, currently at page 125. If any discrepancy arises
between Telerate and the printed version of H.15 (519), the
printed version of H.15 (519) will take precedence.
If, by the Calculation Date, the Prime Rate is not yet
published in H.15 (519), then the Prime Rate will be deter-
mined by calculating the arithmetic mean of the rates of
interest publicly announced by each bank named on Telerate
under the heading "Prime Rate Top 30 U.S. Banks," currently at
page 38, as such bank's U.S. dollar prime rate or base lending
rate as in effect on such day at 3:30 P.M. (New York City
time). If fewer than four such rates appear on Telerate for
such Reset Date, then the Prime Rate shall be the arithmetic
mean of the rate of interest publicly announced by three major
banks in New York City, selected by the Servicer, as their
U.S. dollar prime rate or base lending rate as in effect for
such day.
"Rating Agency" shall mean Duff & Phelps, Fitch, Moody's,
and Standard & Poor's.
"Reassignment Amount" shall mean, with respect to any
Distribution Date, after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date,
the sum of (i) the unpaid principal balance of the Series
1997-2 Participation Interest on such Distribution Date, plus
(ii) amounts accrued and unpaid at the Series 1997-2
Participation Interest Pass-Through Rate on the unpaid
principal balance of the Series 1997-2 Participation Interest
through the day preceding such Distribution Date, plus (iii)
the amount of Additional Interest, if any, for such
Distribution Date and any Additional Interest previously due
but not distributed to the Series 1997-2 Participants on a
prior Distribution Date.
"Required Seller Amount" shall mean an amount equal to
1.01% of the Series 1997-2 Participation Interest Invested
Amount.
"Securities" shall have the meaning assigned to such term
in the Indenture.
"Security Balance" shall have the meaning assigned to
such term in the Indenture.
"Series Cut-Off Date" shall mean the close of business on
September 30, 1997.
"Series 1997-2 Participant" shall mean the Issuer.
"Series 1997-2 Participants' Interest" shall mean 100% of
the interest evidenced by the Series 1997-2 Participation
Interest.
"Series 1997-2 Participation Interest" shall be a Series
Participation Interest for the purposes of the Agreement and
shall mean the Series Participation Interest executed by the
Seller and authenticated by or on behalf of the Deposit
Trustee, substantially in the form of Exhibit A-1.
"Series 1997-2 Participation Interest Charge-Offs" shall
have the meaning specified in Section 4.12(a) hereof.
"Series 1997-2 Participation Interest Default Amount"
shall mean, with respect to each Distribution Date, an amount
equal to the product of the Defaulted Amount for the related
Due Period and the Floating Allocation Percentage for such
Distribution Date.
"Series 1997-2 Participation Interest Initial Invested
Amount" shall mean the initial principal amount represented by
the Series 1997-2 Participation Interest on the Issuance Date,
which amount is $1,200,000,000.
"Series 1997-2 Participation Interest Interest Shortfall"
shall have the meaning specified in Section 4.08(a) hereof.
"Series 1997-2 Participation Interest Invested Amount"
shall mean, when used with respect to any date, an amount
equal to (a) the Series 1997-2 Participation Interest Initial
Invested Amount, minus (b) the amount of principal payments
made to the Series 1997-2 Series Participants prior to and
including such date, minus (c) the excess, if any, of the
aggregate amount of Series 1997-2 Participation Interest
Charge-Offs over Series 1997-2 Participation Interest
Charge-Offs reimbursed pursuant to Section 4.11(a) hereof
prior to and including such date.
"Series 1997-2 Participation Interest Monthly Interest"
shall mean the monthly interest distributable in respect of
the Series 1997-2 Participation Interest as calculated in
accordance with Section 4.08(a) hereof.
"Series 1997-2 Participation Interest Monthly Principal"
shall mean the monthly principal distributable in respect of
the Series 1997-2 Participation Interest as calculated in
accordance with Section 4.09(a) hereof.
"Series 1997-2 Participation Interest Net Default Payment
Amount" shall mean with respect to any Distribution Date the
Series 1997-2 Participation Interest Default Amount for such
Distribution Date to the extent of the amount of Investor
Finance Charge and Administrative Collections treated as
principal pursuant to clauses (iii) and (iv) of Section
4.11(a) for such Distribution Date.
"Series 1997-2 Participation Interest Pass-Through Rate"
shall mean as to each Interest Period the Prime Rate minus
1.50%; provided that the Series 1997-2 Participation Interest
Pass-Through Rate for any Interest Period shall not be less
than the sum of (i) a per annum rate which will result in an
amount of Series 1997-2 Monthly Interest for such Interest
Period which will be sufficient to pay the amount of interest
due on the Notes and to make a full distribution on the Trust
Certificates in respect of the Certificate Rate on the related
Payment Date and (ii) 1.50% per annum of the Series 1997-2
Participation Interest Invested Amount for Distribution Dates
occurring prior to December 1998 and 0.25% per annum of the
Series 1997-2 Participation Interest Invested Amount for
Distribution Dates occurring in December 1998 and thereafter,
in each case, calculated on the basis of a year consisting of
twelve months each consisting of 30 days.
"Series 1997-2 Participation Interest Pool Factor" shall
mean, with respect to any Record Date, a number carried out to
eight decimals representing the ratio of the Series 1997-2
Participation Interest Invested Amount as of such Record Date
(determined after taking into account any increases or
decreases in the Series 1997-2 Participation Interest Invested
Amount which will occur on the following Distribution Date) to
the Series 1997-2 Participation Interest Initial Invested
Amount.
"Series 1997-2 Servicing Fee" shall have the meaning
specified in Section 3 hereof.
"Series 1997-2 Termination Date" shall mean the earlier
of the date the Securities are paid in full and the date the
Deposit Trust is terminated pursuant to Section 12.01 of the
Agreement.
"Servicing Fee Rate" shall mean 2% per annum.
"Telerate Page 3750" shall mean the display page so
designated on the Dow Xxxxx Telerate Service (or such other
page as may replace that page on that service for the purpose
of displaying comparable rates or prices).
"Termination Proceeds" shall mean any Termination
Proceeds arising out of a sale of Receivables (or interests
therein) pursuant to Section 12.02(c) of the Agreement with
respect to Series 1997-2.
"Trust Agreement" shall mean the trust agreement dated as
of November 1, 1997 between HCLC, as Seller and holder of the
Designated Certificate, and Chase Manhattan Bank Delaware, as
Owner Trustee.
"Trust Certificates" shall mean the certificates, issued
pursuant to the Trust Agreement.
(b) All capitalized terms used herein and not otherwise
defined herein have the meanings ascribed to them in the Agreement.
(c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Series Supplement shall refer to
this Series Supplement as a whole and not to any particular
provision of this Series Supplement; references herein to any
Article, Section or Exhibit are references to Articles, Sections
and Exhibits in or to this Series Supplement unless otherwise
specified; and the term "including" means "including without
limitation".
(d) The following defined terms used herein are used with the
meanings assigned thereto in the Trust Agreement or the Indenture,
as applicable: "Notes", "Note Rate", "Security Balance", "Owner
Trustee", "Overcollateralization Amount", "Initial
Overcollateralization Percentage", "Payment Date" and "Indenture
Trustee".
SECTION 3. Servicing Compensation.
The monthly servicing fee (the "Series 1997-2 Servicing Fee")
shall be payable to the Servicer, in arrears, on each Distribution
Date in respect of any Due Period (or portion thereof) occurring
prior to the first Distribution Date on which the Series 1997-2
Series Participation Interest Invested Amount is zero, in an amount
equal to 1/12th of, or with respect to the first Due Period,
12/360th of the product of (i) the Servicing Fee Rate and (ii) the
Series 1997-2 Invested Amount on the last day of the related Due
Period or with respect to the first Due Period, the Closing Date.
SECTION 4. Article IV of Agreement.
Sections 4.01 through 4.06 of the Agreement shall be read in
their entirety as provided in the Agreement. Article IV of the
Agreement (except for Sections 4.01 through 4.06 thereof) shall,
with respect to the Series 1997-2 Participation Interest, be read
in its entirety as follows:
ARTICLE IV
RIGHTS OF SERIES 1997-2 PARTICIPANTS AND
ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.07. Allocations. Collections of Finance
Charge and Administrative Receivables, Principal Receivables
and Defaulted Receivables allocated to the Series 1997-2
Participation Interest pursuant to Article IV of the Agreement
shall be allocated and distributed as set forth in this
Article.
Section 4.08. Determination of Monthly Interest.
(a) The amount of collections of Finance Charge and Admin-
istrative Receivables distributable from the Collection
Account with respect to the Series 1997-2 Participation
Interest on any Distribution Date shall be an amount equal to
the product of (i) the Series 1997-2 Participation Interest
Pass-Through Rate and (ii) the unpaid principal balance of the
Series 1997-2 Participation Interest on the first day of the
related Interest Period determined on the basis of the actual
number of days in such Interest Period and a 360-day year
("Series 1997-2 Participation Interest Monthly Interest").
On the Determination Date preceding each Distribution
Date, the Servicer shall determine an amount (the "Series
1997-2 Participation Interest Interest Shortfall") equal to
the sum of (a) (x) the Series 1997-2 Participation Interest
Monthly Interest for the Interest Period applicable to such
Distribution Date minus (y) the amount of collections of
Finance Charge and Administrative Receivables which will be on
deposit in the Collection Account and allocable to the Series
1997-2 Participation Interest on such Distribution Date and
(b) the sum of the amounts calculated pursuant to clause (a)
on each preceding Distribution Date. If the Series 1997-2
Participation Interest Interest Shortfall with respect to any
Distribution Date is greater than zero, on each subsequent
Distribution Date until such Series 1997-2 Participation
Interest Interest Shortfall is fully paid, pursuant to Section
4.11(a), an additional amount ("Additional Interest") shall be
payable as provided herein with respect to the Series 1997-2
Participation Interest Monthly Interest on each Distribution
Date following such Distribution Date, excluding the
Distribution Date on which the Series 1997-2 Participation
Interest Interest Shortfall is paid to the Series 1997-2
Participants equal to the product of (i) the Series 1997-2
Participation Interest Pass-Through Rate and (ii) such Series
1997-2 Participation Interest Interest Shortfall (or the
portion thereof which has not been paid to the Series 1997-2
Participants) determined on the basis of the actual number of
days in the related Interest Period and a 360-day year.
Notwithstanding anything to the contrary herein, Additional
Interest shall be payable or distributed to the Series 1997-2
Participants.
Section 4.09. Determination of Monthly Principal.
(a) The amount of monthly principal ("Series 1997-2
Participation Interest Monthly Principal") distributable from
the Collection Account with respect to the Series
1997-2 Participation Interest shall be an amount equal to the
Available Investor Principal Collections on deposit in the
Collection Account with respect to such Distribution Date.
Section 4.10. [RESERVED]
Section 4.11. Application of Investor Finance Charge and
Administrative Collections on Deposit in Collection Account.
With respect to the Series 1997-2 Participation Interest,
prior to 12:00 noon, New York City time, on each Distribution
Date, the Servicer shall provide written directions to the
Deposit Trustee to apply Investor Finance Charge and
Administrative Collections on deposit in the Collection
Account with respect to such Distribution Date in the
following manner:
(a) An amount equal to Investor Finance Charge and
Administrative Collections with respect to such Distribution
Date, plus any other funds available to the Deposit Trust for
application pursuant to this clause will be distributed in the
following priority:
(i) if HFC is not the Servicer under this Agree-
ment, an amount equal to the Series 1997-2 Servicing Fee
for such date (to the extent such amount has not been
netted from deposits made in the related Due Period),
plus any unpaid Series 1997-2 Servicing Fee (but only
with respect to the then current Servicer) shall be paid
to the Servicer.
(ii) an amount equal to the Series 1997-2 Partic-
ipation Interest Monthly Interest for such Distribution
Date, plus the amount of any Series 1997-2 Participation
Interest Interest Shortfall, plus the amount of any
Additional Interest for such Distribution Date;
(iii) an amount equal to the Series 1997-2 Partici-
pation Interest Default Amount for such Distribution Date
shall be treated as a portion of Available Investor
Principal Collections for such Distribution Date;
(iv) an amount equal to the aggregate amount of the
Series 1997-2 Participation Interest Charge-Offs which
have not been previously reimbursed shall be treated as
a portion of Available Investor Principal Collections
with respect to such Distribution Date.
(v) so long as HFC is the Servicer under the
Agreement, an amount equal to the Series 1997-2 Servicing
Fee for such date (to the extent such amount has not been
netted from deposits to cover losses in the related Due
Period), plus any previously unpaid Series 1997-2
Servicing Fee (but only with respect to the then current
Servicer) shall be paid to the Servicer; and
(vi) the balance, if any, shall be paid to the
Seller with respect to the HCLC Seller Participation
Interest and the Designated HCLC Seller Participation
Interest, pro rata.
Section 4.12. Investor Charge-Offs. (a) If on any
Distribution Date, the amount to be distributed on the Series
1997-2 Participation Interest pursuant to Section 4.11(a)(iii)
exceeds the amount of Investor Finance Charge and
Administrative Collections for the related Due Period (net of
any portion thereof to be paid pursuant to Section 4.11(a)(i)
and (ii)), then the Series 1997-2 Participation Interest
Invested Amount shall be reduced by the amount of such excess
("Series 1997-2 Participation Interest Charge-Offs"), but not
more than the Series 1997-2 Participation Interest Default
Amount for such Distribution Date.
(b) Notwithstanding any other provision of this Series
Supplement, the Series 1997-2 Participation Interest Invested
Amount shall never be reduced below zero.
Section 4.13. [RESERVED]
SECTION 5. Distributions.
(a) On each Distribution Date, the Paying Agent shall
distribute to each Series 1997-2 Participant of record on the
Record Date for such Distribution Date (other than as provided in
Section 12.02 of the Agreement respecting a final distribution)
such Series 1997-2 Participant's pro rata share (based on the
aggregate fractional undivided interests represented by the Series
1997-2 Participation Interest held by such Series 1997-2
Participant) of the amounts on deposit in the Collection Account
pursuant to Section 4.11(a)(ii).
(b) On each Distribution Date, the Paying Agent shall
distribute to each Series 1997-2 Participant of record on the
Record Date for such Distribution Date (other than as provided in
Section 12.02 of the Agreement respecting a final distribution)
such Series 1997-2 Participant's pro rata share (based on the
aggregate fractional undivided interests represented by the Series
1997-2 Participation Interest held by such Series 1997-2
Participant) of the amounts on deposit in the Collection Account
with respect to Available Investor Principal Collections.
(c) Except as provided in Section 12.02 of the Agreement with
respect to a final distribution, distributions to each Series 1997-
2 Participant hereunder shall be made in immediately available
funds by wire transfer to the account designated by such Series
1997-2 Participant.
SECTION 6. Statements to Series 1997-2 Participants.
(a) On each Distribution Date, the Paying Agent, on behalf of
the Deposit Trustee, shall forward to each Series 1997-2
Participant a statement substantially in the form of Exhibit B
prepared by the Servicer setting forth certain information relating
to the Deposit Trust and the Series 1997-2 Participation Interest.
(b) On or before January 31 of each calendar year, beginning
January 31, 1999, the Paying Agent, on behalf of the Deposit
Trustee, shall furnish or cause to be furnished to each Person who
at any time during the preceding calendar year was a Series 1997-2
Participant, a statement prepared by the Servicer containing the
information which is required to be contained in the statement to
the Series 1997-2 Participants, as set forth in subsection (a)
above, aggregated for such preceding calendar year or the
applicable portion thereof (the initial statement shall cover the
period beginning on January 1, 1998 and ending on December 31,
1998) during which such Person was a Series 1997-2 Participant,
together with such other customary information as is necessary to
enable the Series 1997-2 Participants to prepare their tax returns.
Such obligation of the Servicer shall be deemed to have been
satisfied to the extent that substantially comparable information
shall be provided by the Paying Agent pursuant to any requirements
of the Internal Revenue Code, as from time to time in effect.
(c) The form of the Monthly Servicer's Report set forth as
Exhibit B hereto may be modified as the Servicer may determine to
be necessary or desirable; provided, however, that no such modi-
fication shall serve to exclude information required by this
Section 6. The Servicer shall, upon making such determination,
deliver to the Deposit Trustee an Officer's Certificate to which
shall be annexed the form of Exhibit B, as so changed. Upon the
delivery of such Officer's Certificate to the Deposit Trustee,
Exhibit B, as so changed, shall for all purposes of this Agreement
constitute Exhibit B. The Deposit Trustee may conclusively rely
upon such Officer's Certificate as to such change conforming to the
requirements of the Agreement.
SECTION 7. Additional Amortization Events. If any one of the
following shall occur:
(a) failure on the part of the Seller (i) to make any payment
or deposit required under the Agreement within five Business Days
after the date such payment or deposit is required to be made or
(ii) to observe or perform in any material respect any other
covenants or agreements of the Seller set forth in the Agreement,
which failure has a material adverse effect on the Series 1997-2
Participation Interest and which continues unremedied for a period
of 60 days after written notice;
(b) any representation or warranty made by the Seller in the
Agreement proves to have been incorrect in any material respect
when made, as a result of which the interests of holders of
interest in the Deposit Trust are materially and adversely
affected, and which continues to be incorrect in any material
respect and continues to materially and adversely affect the
interests of holders of interest in the Deposit Trust for a period
of 60 days after written notice; provided, however, that an
Amortization Event shall not be deemed to occur if the Seller has
repurchased the related Receivables, during such period (or within
an additional 60 days with the consent of the Deposit Trustee) in
accordance with the provisions of the Agreement;
(c) the Deposit Trust or the Issuer becomes subject to
regulation by the Commission as an investment company within the
meaning of the Investment Company Act of 1940, as amended;
(d) a Servicer Default shall occur which has a material
adverse effect on the Series 1997-2 Participants;
(e) the average, for any three consecutive Payment Dates
(after making all distributions on such Payment Dates), of the
percentage equivalent of (i) the Overcollateralization Amount
divided by (ii) the unpaid principal balance of the Series 1997-2
Participation Interest, is less than 4.25%; and
(f) the Seller's Trust Amount owned by HCLC is reduced below
the Aggregate Required Seller Amount,
then, in the case of any event described in (a), (b) or (d),
an Amortization Event will be deemed to have occurred only if,
after any applicable grace period described in such clauses, either
the Deposit Trustee or holders of Series Participation Interests
evidencing more than 50% of the unpaid principal balance of the
Series 1997-2 Participation Interest, by written notice to the
Seller and the Servicer (and to the Deposit Trustee, if given by
the Series 1997-2 Participants) declare that an Amortization Event
has occurred as of the date of such notice. In the case of any
event described in clauses (c), (e) or (f), an Amortization Event
will be deemed to have occurred and an Early Amortization Period
will occur without any notice or other action on the part of the
Deposit Trustee or the Series 1997-2 Participants immediately upon
the occurrence of such event.
SECTION 8. Optional Repurchase.
On the Distribution Date occurring on or after the date on
which the aggregate of the Security Balances is reduced to
$114,900,000 (10% of the aggregate of the Security Balances on the
Closing Date) or less, the Seller shall have the option to purchase
the Series 1997-2 Participants' Interest at a purchase price equal
to the Optional Repurchase Amount. The Seller shall give the
Servicer, the Rating Agency and the Deposit Trustee at least 10
days prior written notice of the date on which the Seller intends
to exercise such option to purchase. Not later than 10:00 A.M.,
New York City time, on such Distribution Date, the Seller shall
deposit the Optional Repurchase Amount into the Collection Account
in immediately available funds. Such purchase option is subject to
payment in full of the Optional Repurchase Amount. The Optional
Repurchase Amount shall be distributed as set forth in Section 10
hereof.
SECTION 9. Sale of Series 1997-2 Participants' Interest pursuant
to Section 2.06 or 10.01 of Agreement.
(a) The amount to be paid by the Seller with respect to the
Series 1997-2 Participants' Interest in connection with a repur-
chase of the Series 1997-2 Participants' Interest pursuant to
Section 2.06 of the Agreement shall equal the Reassignment Amount
for the first Distribution Date following the Due Period in which
the reassignment obligation arises under the Agreement.
(b) The amount to be paid by the Seller with respect to
Series 1997-2 Participants' Interest in connection with a repur-
chase of the Series 1997-2 Participant's Interest pursuant to
Section 10.01 of the Agreement shall equal the sum of (x) the
Reassignment Amount for the Distribution Date of such repurchase
and (y) the excess, if any, of (I) a price equivalent to the
average of bids quoted on the Record Date preceding the date of
repurchase or, if not a Business Day, on the next succeeding
Business Day by at least two recognized dealers selected by the
Deposit Trustee (which may be selected from the list attached as
Schedule 1), for the purchase by such dealers of a security which
is similar to the Series 1997-2 Participation Interest with a
remaining maturity approximately equal to the remaining maturity of
the Series 1997-2 Participation Interest over (II) the portion of
the Reassignment Amount attributable to the Series 1997-2
Participation Interest.
SECTION 10. Distributions pursuant to Section 8 or 9 of this
Series Supplement and Section 2.06, 10.01 or 12.02(c) of Agreement.
(a) With respect to the Optional Repurchase Amount deposited
into the Collection Account pursuant to Section 8, the Reassignment
Amount deposited into the Collection Account pursuant to Section 9
or any Termination Proceeds deposited into the Collection Account
pursuant to Section 12.02(c) of the Agreement, the Deposit Trustee
shall, not later than 1:00 P.M., New York City time, on the date of
deposit, make deposits of the following amounts (in the priority
set forth below and, in each case, after giving effect to any
deposits and distributions otherwise to be made on such date) in
immediately available funds as follows: the Series 1997-2
Participation Interest Invested Amount on such date and the amount
of accrued and unpaid interest on the unpaid balance of the Series
1997-2 Participation Interest, plus the amount of the Series 1997-2
Participation Interest Additional Interest previously due but not
paid on any prior Distribution Date, for distribution to the Series
1997-2 Participants.
(b) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the entire amount deposited in the
Collection Account pursuant to Section 8 or Sections 9(a) or (b)
and 10(a) hereof and all other amounts on deposit therein for
distribution to the Series 1997-2 Participants shall be distributed
in full to the Series 1997-2 Participants on such date and shall be
deemed to be a final distribution pursuant to Section 12.02 of the
Agreement.
SECTION 11. Distribution of Proceeds of Sale, Disposition or
Liquidation of Receivables pursuant to Section 9.02 of Agreement.
(a) Not later than 1:00 P.M., New York City time, on the
Distribution Date following the date on which the Insolvency
Proceeds are received, such proceeds shall be deposited into the
Collection Account pursuant to Section 9.02(b) of the Agreement.
(b) [RESERVED]
(c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the ratable portion (based on the
respective Invested Amounts of each Outstanding Series) of the
amount deposited in the Collection Account pursuant to this Section
11 and all other amounts on deposit therein shall be distributed in
full to the Series 1997-2 Participants on the Distribution Date on
which funds are deposited pursuant to this Section (or, if not so
deposited on a Distribution Date, on the immediately following
Distribution Date) and shall be deemed to be a final distribution
pursuant to Section 12.02 of the Agreement.
SECTION 12. Rating Agency Notice.
In the event a Tax Opinion is delivered pursuant to Section
2.09(e)(vi) of the Agreement and the Series 1997-2 Participation
Interest is outstanding, such opinion shall be also delivered to
Xxxxx'x.
SECTION 13. [RESERVED]
SECTION 14. [RESERVED]
SECTION 15. Delivery of Series 1997-2 Participation Interest.
The Deposit Trustee shall deliver the Series 1997-2 Partici-
pation Interest to the Seller when authenticated in accordance with
Section 6.02 of the Agreement.
SECTION 16. Ratification of Agreement.
As supplemented by this Series Supplement, the Agreement is in
all respects ratified and confirmed and the Agreement, as so
supplemented by this Series Supplement shall be read, taken and
construed as one and the same instrument.
SECTION 17. Counterparts.
This Series Supplement may be executed in two or more counter-
parts, each of which when so executed shall be deemed to be an
original, but all of which shall together constitute but one and
the same instrument.
SECTION 18. Governing Law.
THIS SERIES SUPPLEMENT SHALL BE CONSTRUED AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
PREFERENCE TO ITS CONFLICT OF LAW PROVISIONS.
SECTION 19. Forms of Certificates and Monthly Servicer's Certif-
icate.
The Series 1997-2 Participation Interest and Monthly
Servicer's Certificate with respect to Series 1997-2 shall be in
substantially the respective forms attached hereto as Exhibits A-1
and B, respectively.
SECTION 20. Transfer Restrictions.
Registration of transfer of any Series 1997-2 Participation
Interest containing the legend set forth on the Series 1997-2
Participation Interest attached hereto as Exhibit A-1 shall be
effected only if such transfer is made to a Person that certifies
to the Transfer Agent in writing that it is not an employee benefit
plan, trust or account, including an individual retirement account,
that is subject to ERISA or that is described in Section 4975(e)(1)
of the Code or an entity whose underlying assets include plan
assets by reason of a plan's investment in such entity (each a
"Benefit Plan"). By accepting and holding a Series 1997-2
Participation Interest, a Series 1997-2 Participant shall be deemed
to have represented and warranted that it is not a Benefit Plan and
is not purchasing a Series 1997-2 Participation Interest on behalf
of a Benefit Plan. By acquiring any interest in a Book-Entry
Certificate representing a Series 1997-2 Participation Interest, a
Certificate Owner shall be deemed to have represented and warranted
that it is not a Benefit Plan and is not purchasing a Series 1997-2
Participation Interest on behalf of a Benefit Plan.
No transfer of a Series 1997-2 Participation Interest shall be
made unless a Tax Opinion is delivered and such transfer is exempt
from the registration requirements of the Securities Act of 1933,
as amended (the "1933 Act") and any applicable state securities
laws or is made in accordance with said Act and laws. In the event
of any such transfer, (i) unless such transfer is made in reliance
upon Rule 144A under the 1933 Act, the Deposit Trustee or the
Seller may require a written Opinion of Counsel (which may be in-
house counsel) acceptable to and in form and substance reasonably
satisfactory to the Deposit Trustee and the Seller that such
transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said Act and laws
or is being made pursuant to said Act and laws, which Opinion of
Counsel shall not be an expense of the Deposit Trustee or the
Seller and (ii) the Deposit Trustee shall require the transferee to
execute an investment letter (in substantially the form attached
hereto as Exhibit C) acceptable to and in form and substance
reasonably satisfactory to the Seller and the Deposit Trustee
certifying to the Seller and the Deposit Trustee the facts
surrounding such transfer, which investment letter shall not be an
expense of the Deposit Trustee or the Seller. A Series 1997-2
Participant desiring to effect such transfer shall, and does hereby
agree to indemnify the Deposit Trustee and the Seller against any
liability that may result if the transfer is not so exempt or is
not made in accordance with such federal and state laws.
IN WITNESS WHEREOF, the Seller, the Servicer and the
Deposit Trustee have caused this Series Supplement to be fully
executed by their respective officers as of the day and year first
above written.
HOUSEHOLD CONSUMER LOAN
CORPORATION, as Seller
By:
Name: Xxxxxx X. Xxxxx
Title: Vice President and
Assistant Treasurer
HOUSEHOLD FINANCE CORPORATION,
as Servicer
By:
Name: X. X. Xxxx, Xx.
Title: Vice President and
Treasurer
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Deposit Trustee
By:
Name:
Title:
EXHIBIT A-1
FORM OF SERIES 1997-2 PARTICIPATION INTEREST
THIS SERIES 1997-2 PARTICIPATION INTEREST HAS NOT BEEN REGIS-
TERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS
SERIES 1997-2 PARTICIPATION INTEREST NOR ANY PORTION HEREOF MAY BE
OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION
PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
SUCH REGISTRATION PROVISIONS.
THIS SERIES 1997-2 PARTICIPATION INTEREST IS NOT PERMITTED TO
BE TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR
CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE POOLING AND
SERVICING AGREEMENT AND THE SERIES 1997-2 SUPPLEMENT THERETO, BOTH
REFERRED TO HEREIN.
No. R-__ One Unit
HOUSEHOLD CONSUMER LOAN DEPOSIT TRUST I
SERIES 1997-2 PARTICIPATION INTEREST
THIS CERTIFICATE REPRESENTS AN INTEREST
IN CERTAIN ASSETS OF
HOUSEHOLD CONSUMER LOAN DEPOSIT TRUST I
Evidencing an interest in a trust, the corpus of which consists
primarily of participation interests and receivables generated from
time to time in the ordinary course of business in a portfolio of
credit lines provided by Household Consumer Loan Corporation.
(Not an interest in or obligation of Household Consumer Loan
Corporation or any affiliate thereof)
This certifies that _______________, is the registered owner
of a fractional interest in the assets of a trust (the "Trust")
pursuant to the Pooling and Servicing Agreement dated as of
September 1, 1995 (the "Agreement"), by and among Household
Consumer Loan Corporation, as seller (the "Seller"), Household
Finance Corporation, as servicer (the "Servicer"), and Texas
Commerce Bank National Association, the successor to The Chase
Manhattan Bank, N.A., as deposit trustee (the "Trustee"), as
supplemented by the Supplement for Series 1997-2 dated as of
November 1, 1997 (the "Supplement"), by and among the Seller, the
Servicer and the Trustee. The corpus of the Trust consists of (a)
receivables originated under certain fixed and variable rate
revolving unsecured consumer credit lines (the "Credit Lines"), (b)
the preferred stock of the Seller and (c) certain monies
constituting Recoveries allocated to the Trust pursuant to the
Agreement and any Supplement. Although a summary of certain
provisions of the Agreement and the Supplement is set forth below,
this Series 1997-2 Participation Interest does not purport to
summarize the Agreement or the Supplement and reference is made to
the Agreement and the Supplement for information with respect to
the interests, rights, benefits, obligations, proceeds and duties
evidenced hereby and the rights, duties and obligations of the
Trustee. A copy of the Agreement and the Supplement may be
requested from the Trustee by writing to the Trustee at the
Corporate Trust Office. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in
the Agreement or the Supplement, as applicable.
This Series 1997-2 Participation Interest is issued under and
is subject to the terms, provisions and conditions of the Agreement
and the Supplement, to which the holder of this Series 1997-2
Participation Interest by virtue of the acceptance hereof assents
and is bound.
The Receivables consist of amounts payable by obligors on the
Credit Lines from time to time, including amounts payable for
Principal Receivables and Finance Charge and Administrative
Receivables.
This Certificate is the Series 1997-2 Participation Interest
which represents an interest in certain assets of the Trust, which
includes the right to receive a portion of the Collections and
other amounts at the times and in the amounts specified in the
Agreement and Supplement. The aggregate interest represented by
the Series 1997-2 Participation Interest at any time in the
Receivables in the Trust shall not exceed the Series 1997-2
Participation Interest Invested Amount at such time. In addition
to the Series 1997-2 Participation Interest, (i) Investor Certif-
icates and additional Series Participation Interests may be issued
to investors pursuant to the Agreement, which will represent the
Certificateholders' Interest and (ii) Supplemental Seller
Participation Interests may be issued pursuant to the Agreement,
which will represent that portion of the Seller's Interest not
allocated to the Seller.
In general, this Series 1997-2 Participation Interest is
entitled to receive distributions in respect of the collections of
the Trust in accordance with the terms of the Agreement and
Supplement on the 14th day of each calendar month or if such day is
not a business day then on the next preceding business day,
commencing in December 1997.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual or facsimile
signature, this Series 1997-2 Participation Interest shall not be
entitled to any benefit under the Agreement or the Supplement, or
be valid for any purpose.
IN WITNESS WHEREOF, the Seller has caused this Series 1997-2
Participation Interest to be duly executed.
HOUSEHOLD CONSUMER LOAN CORPORATION
By:
Name: Xxxxxx X. Xxxxx
Title: Vice President and
Assistant Treasurer
Dated: November ___, 1997
TRUSTEE'S CERTIFICATE OF AUTHORIZATION
This is one of the Series 1997-2 Participation Interests
described in the within-mentioned
Pooling and Servicing Agreement and Supplement.
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Signatory
HOUSEHOLD CONSUMER LOAN DEPOSIT TRUST I
SERIES 1997-2 PARTICIPATION INTEREST
Summary of Terms and Conditions
The Series 1997-2 Participation Interest constitutes an
undivided beneficial interest in the Receivables held in the Trust.
The holder of the Series 1997-2 Participation Interest shares on
the basis of a specified percentage of the principal balance of the
Receivables held as assets of the Trust. The Series 1997-2
Participation Interest initially represents a principal balance of
$1,200,000,000. Thereafter, the Series 1997-2 Participation
Interest Invested Amount with respect to any date will be an amount
equal to the Series 1997-2 Participation Interest Initial Invested
Amount minus the sum of the Series 1997-2 Participation Interest
Principal Distribution Amount paid for all Distribution Dates and
the Defaulted Amounts allocated to the Series 1997-2 Participation
Interest during the related and all prior Due Periods that have not
been included in the Series 1997-2 Participation Interest Principal
Distribution Amount on the current or any prior Distribution Date.
On each Distribution Date, the Paying Agent shall distribute
to each Series 1997-2 Participant of record on the Record Date for
such Distribution Date (other than as provided in Section 12.02 of
the Agreement respecting a final distribution) such Series 1997-2
Participant's pro rata share (based on the aggregate fractional
undivided interests represented by Series 1997-2 Participation
Interests held by such Series 1997-2 Participant) of the amounts on
deposit in the Collection Account pursuant to the Agreement and the
Supplement.
Except as provided in the Agreement with respect to a final
distribution, distributions to Series Participants shall be made in
immediately available funds by wire transfer to the account
designated by such Series 1997-2 Participant.
The Seller shall have the option to purchase the Series 1997-2
Participation Interest at a purchase price equal to the Optional
Repurchase Amount in accordance with the provisions of Section 8 of
the Supplement. Such purchase option is subject to payment in full
of the Optional Repurchase Amount. The Optional Repurchase Amount
shall be distributed as set forth in the Agreement and Supplement.
This Series 1997-2 Participation Interest does not represent
an obligation of, or an interest in, the Seller, the Servicer or
any affiliate of any of them and is not insured or guaranteed by
any other governmental agency or instrumentality. This Series
1997-2 Participation Interest is limited in right of payment to
certain collections representing the Receivables and any Partic-
ipation Interests (and certain other amounts) all as more specif-
ically set forth herein above and in the Agreement and the Supple-
ment.
The Agreement and the Supplement may be amended by the Seller,
the Servicer and the Trustee, without the consent of the Series
1997-2 Participants. The Trustee may, but shall not be obligated
to, enter into any such amendment which affects the Trustee's
rights, duties or immunities under the Agreement or otherwise.
The Agreement and the Supplement may be amended by the Seller,
the Servicer and the Trustee with the consent of the Holders of
Investor Certificates evidencing not less than 66-2/3% of the
aggregate unpaid principal amount of the Investor Certificates and
the Series Participants of all adversely affected Series for which
the Seller has not delivered an Officer's Certificate stating that
there is no Adverse Effect, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of the Agreement or any Supplement or of modifying in
any manner the rights of Investor Certificateholders or Series
Participants; provided, however, that no such amendment shall (a)
reduce in any manner the amount of, or delay the timing of,
distributions to Investor Certificateholders or holder of any
Series Participation Interest without the consent of each such
Holder, (b)(i) change the definition of or the manner of
calculating the interest of any Investor Certificateholder or
Series Participant without the consent of each affected Investor
Certificateholder or Series Participant or (ii) reduce the
aforesaid percentage required to consent to any such amendment, in
either case without the consent of each Investor Certificateholder
or Series Participant. Any such amendment and any such consent by
the holder of the Series 1997-2 Participants shall be conclusive
and binding on such Series 1997-2 Participants and upon all future
holders of this Series 1997-2 Participation Interest and of any
Series 1997-2 Participation Interest issued in exchange hereof or
in lieu hereof whether or not notation thereof is made upon this
Series 1997-2 Participation Interest.
As set forth in Section 6.05 of the Agreement, the transfer of
this Series 1997-2 Participation Interest shall be registered in
the Certificate Register upon surrender of this Series 1997-2
Participation Interest for registration of transfer at any office
or agency maintained by the Transfer Agent and Registrar accom-
panied by a written instrument of transfer, in a form satisfactory
to the Trustee or the Transfer Agent and Registrar, duly executed
by the Series 1997-2 Participant or such Series 1997-2
Participant's attorney, and duly authorized in writing with such
signature guaranteed, and thereupon one or more new Series 1997-2
Participation Interests of authorized denominations and for the
same aggregate Fractional Undivided Interest will be issued to the
designated transferee or transferees.
As provided in the Agreement and subject to certain limita-
tions therein set forth, the Series 1997-2 Participation Interests
are exchangeable for new Series 1997-2 Participation Interests
evidencing like aggregate fractional undivided interests as
requested by the holder surrendering such Series 1997-2
Participation Interest. No service charge may be imposed for any
such exchange but the Servicer or Transfer Agent and Registrar may
require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Seller, the Servicer, the Trustee, the Paying Agent and
the Transfer Agent and Registrar and any agent of any of them, may
treat the person in whose name this Series 1997-2 Participation
Interest is registered as the owner hereof for all purposes, and
neither the Servicer nor the Seller, the Trustee, the Paying Agent,
the Transfer Agent and Registrar, nor any agent of any of them,
shall be affected by notice to the contrary except in certain
circumstances described in the Agreement.
THIS SERIES 1997-2 PARTICIPATION INTEREST SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
ASSIGNMENT
Social Security or other identifying number of assignee
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
(name and address of assignee)
the within certificate and all rights thereunder, and hereby
irrevocably constitutes and appoints attorney,
to transfer said certificate on the books kept for registration
thereof, with full power of substitution in the premises.
Dated:
(1) A Non-U.S. Person as
defined in the Internal
Revenue Code of 1986, as
amended, must certify to
the Trustee in writing
as to its Non-U.S.
Person status and such
further information as
may be required under
the Code or reasonably
requested by the
Trustee.
Note: The signature(s)
to this Assign-
ment must corres-
pond with the
name(s) as writ-
ten on the face
of the within
certificate in
every particular
without altera-
tion or enlarge-
ment or any
change what-
soever.
EXHIBIT B
FORM OF MONTHLY SERVICER'S CERTIFICATE
(To be delivered pursuant to Section 3.04(b)
of the Amended and Restated Pooling and Servicing
Agreement not later than the second Business
Day preceding each Distribution Date)
HOUSEHOLD FINANCE CORPORATION
HOUSEHOLD CONSUMER LOAN CORPORATION
HOUSEHOLD CONSUMER LOAN TRUST 1997-2
Consumer Loan Asset Backed Notes, Series 1997-2,
Class A-1, Class A-2, Class A-3 and Class B
The undersigned, a duly authorized representative of Household
Finance Corporation, as servicer (the "Servicer"), pursuant to the
Pooling and Servicing Agreement dated as of September 1, 1995 (the
"Pooling and Servicing Agreement") by and among Household Consumer
Loan Corporation, as seller (the "Seller"), the Servicer, and Texas
Commerce Bank National Association, the successor to The Chase
Manhattan Bank, N.A., as deposit trustee (the "Deposit Trustee"),
does hereby certify with respect to the information set forth below
as follows:
1. Capitalized terms used in this Certificate
shall have the respective meanings set forth
in the Pooling and Servicing Agreement.
2. Household Finance Corporation is, as of the
date hereof, the Servicer under the Pooling
and Servicing Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the Distribution
Date occurring on .
5. Deposit Trust Information.
(a) Total Pool Balance of the
Receivables for the Due Period
preceding such Distribution Date was
equal to . . . . . . . . . . . . . . . . .$
(b) Amount of Sub-total Unsecured
Consumer Loans for the Due Period
preceding such Distribution Date was
equal to . . . . . . . . . . . . . . . . .$
(c) Amount of Sub-total Personal
Homeowner Lines for the Due Period
preceding such Distribution Date was
equal to . . . . . . . . . . . . . . . . .$
(d) Amount of Series 1997-2 Principal
Collections for the preceding Due
Period is. . . . . . . . . . . . . . . . .$
(e) Amount of Series 1997-2 Finance
Charge and Administrative
Collections as of the last day of
the immediately preceding Due Period
is . . . . . . . . . . . . . . . . . . . .$
(f) Amount of Additional Balances for
such Distribution Date is. . . . . . . . .$
(g) Amount of New Credit Lines is. . . . . . .$
(h) Amount of Additional Credit Lines
is . . . . . . . . . . . . . . . . . . . .$
(i) Amount of Removed Credit Lines is . . . .$
(j) Defaulted Amount is. . . . . . . . . . . .$
(k) Amount of Repurchased Credit Lines
pursuant to Section 2.10 of the
Pooling and Servicing Agreement is . . . .$
(l) Applicable allocation percentages
for principal and interest for such
Distribution Date are. . . . . . . . . . . %
%
(m) Series 1997-2 Participation Interest
Distribution Amount is . . . . . . . . . .$
(n) Accelerated Principal Distribution
Amount is. . . . . . . . . . . . . . . . .$
(o) Series 1997-2 Participation Interest
Principal Distribution Amount is . . . . .$
(p) Net Charge-Off Amounts (monthly and
cumulative) are. . . . . . . . . . . . . .$
$
(q) Reversals (monthly and cumulative)
are. . . . . . . . . . . . . . . . . . . .$
$
(r) Servicing Fee. . . . . . . . . . . . . . .$
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Certificate this day of , 199 .
HOUSEHOLD FINANCE CORPORATION,
as Servicer
By:
Name:
Title:
EXHIBIT C
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities described above to the
undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance with
the agreements pursuant to which the Rule 144A Securities were
issued, the Seller hereby certifies the following facts: Neither
the Seller nor anyone acting on its behalf has offered, trans-
ferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A Securities,
any interest in the Rule 144A Securities or any other similar
security from, or otherwise approached or negotiated with respect
to the Rule 144A Securities, any interest in the Rule 144A Securi-
ties or any other similar security with, any person in any manner,
or made any general solicitation by means of general advertising or
in any other manner, or taken any other action, that would consti-
tute a distribution of the Rule 144A Securities under the Securi-
ties Act of 1933, as amended (the "1933 Act"), or that would render
the disposition of the Rule 144A Securities a violation of Section
5 of the 1933 Act or require registration pursuant thereto, and
that the Seller has not offered the Rule 144A Securities to any
person other than the Buyer or another "qualified institutional
buyer" as defined in Rule 144A under the 0000 Xxx.
2. The Buyer warrants and represents to, and covenants with,
the Deposit Trustee, and the Seller (as defined in the Pooling and
Servicing Agreement (the "Agreement") dated as of September 1, 1995
among Household Consumer Loan Corporation, as Seller and as Holder
of the Designated Certificate, and Texas Commerce Bank National
Association, the successor to The Chase Manhattan Bank, N.A., as
Deposit Trustee) as follows:
a. The Buyer understands that the Rule 144A Securities
have not been registered under the 1933 Act or the securities
laws of any state.
b. The Buyer considers itself a substantial, sophis-
ticated institutional investor having such knowledge and
experience in financial and business matters that it is
capable of evaluating the merits and risks of investment in
the Rule 144A Securities.
c. The Buyer has been furnished with all information
regarding the Rule 144A Securities that it has requested from
the Seller and the Deposit Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its behalf
has offered, transferred, pledged, sold or otherwise disposed
of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security to, or solicited any
offer to buy or accept a transfer, pledge or other disposition
of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise
approached or negotiated with respect to the Rule 144A
Securities, any interest in the Rule 144A Securities or any
other similar security with, any person in any manner, or made
any general solicitation by means of general advertising or in
any other manner, or taken any other action, that would con-
stitute a distribution of the Rule 144A Securities under the
1933 Act or that would render the disposition of the Rule 144A
Securities a violation of Section 5 of the 1933 Act or require
registration pursuant thereto, nor will it act, nor has it
authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as
that term is defined in Rule 144A under the 1933 Act and has
completed either of the forms of certification to that effect
attached hereto as Annex 1 or Annex 2. The Buyer is aware
that the sale to it is being made in reliance on Rule 144A.
The Buyer is acquiring the Rule 144A Securities for its own
account or the accounts of other qualified institutional
buyers, understands that such Rule 144A Securities may be
resold, pledged or transferred only (i) to a person reasonably
believed to be a qualified institutional buyer that purchases
for its own account or for the account of a qualified institu-
tional buyer to whom notice is given that the resale, pledge
or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933
Act.
[3. The Buyer warrants and represents to, and covenants with,
the Seller, the Deposit Trustee, Servicer and the Seller that
either (1) the Buyer is (A) not an employee benefit plan (within
the meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA")), or a plan (within the
meaning of Section 4975(e)(1) of the Internal Revenue Code of 1986
("Code")), which (in either case) is subject to ERISA or Section
4975 of the Code (both a "Plan"), and (B) is not directly or
indirectly purchasing the Rule 144A Securities on behalf of, as
investment manager of, as named fiduciary of, as trustee of, or
with "plan assets" of a Plan, or (2) the Buyer understands that
registration of transfer of any Rule 144A Securities to any Plan,
or to any Person acting on behalf of any Plan, will not be made
unless such Plan delivers an opinion of its counsel, addressed and
satisfactory to the Certificate Registrar and the Seller, to the
effect that the purchase and holding of the Rule 144A Securities
by, on behalf of or with "plan assets" of any Plan would not
constitute or result in a prohibited transaction under Section 406
of ERISA or Section 4975 of the Code, and would not subject the
Seller, the Servicer, the Indenture Trustee or the Issuer to any
obligation or liability (including liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the
Agreement or any other liability.]
4. The Buyer has otherwise complied with any conditions for
transfer set forth in the Trust Agreement, and (h), either (i) is
a "C Corporation" under the Internal Revenue Code of 1986, as
amended, or (ii) has provided such disclosure concerning our status
for federal income tax purposes and the status and economic
interest of our beneficial owners, as the Issuer or its
representatives have reasonably requested to determine that the
Buyer's acquisition of the Certificates will not subject the Issuer
to an entity level tax.
5. This document may be executed in one or more counterparts
and by the different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed to be an original; such
counterparts, together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this
document as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
ANNEX 1 TO EXHIBIT C
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification
is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer, Senior Vice President or other executive
officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is
a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A")
because (i) the Buyer owned and/or invested on a discretionary
basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A) and (ii) the Buyer satisfies the criteria in the
category marked below.
___ Corporation, etc. The Buyer is a corporation (other than
a bank, savings and loan association or similar
institution), Massachusetts or similar business trust,
partnership, or charitable organization described in
Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking
institution organized under the laws of any State,
territory or the District of Columbia, the business of
which is substantially confined to banking and is
supervised by the State or territorial banking commission
or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached hereto.
___ Savings and Loan. The Buyer (a) is a savings and loan
association, building and loan association, cooperative
bank, homestead association or similar institution, which
is supervised and examined by a State or Federal
authority having supervision over any such institutions
or is a foreign savings and loan association or
equivalent institution and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest
annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant
to Section 15 of the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company
whose primary and predominant business activity is the
writing of insurance or the reinsuring of risks
underwritten by insurance companies and which is subject
to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the
District of Columbia.
___ State or Local Plan. The Buyer is a plan established and
maintained by a State, its political subdivisions, or any
agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within
the meaning of Title I of the Employee Retirement Income
Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser
registered under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company
licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment
Act of 1958.
___ Business Development Company. The Buyer is a business
development company as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is
a bank or trust company and whose participants are
exclusively (a) plans established and maintained by a
State, its political subdivisions, or any agency or
instrumentality of the State or its political
subdivisions, for the benefit of its employees, or
(b) employee benefit plans within the meaning of Title I
of the Employee Retirement Income Security Act of 1974,
but is not a trust fund that includes as participants
individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii)
securities that are part of an unsold allotment to or subscription
by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes
and certificates of deposit, (iv) loan participations, (v)
repurchase agreements, (vi) securities owned but subject to a
repurchase agreement and (vii) currency, interest rate and
commodity swaps.
4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the
Buyer, the Buyer used the cost of such securities to the Buyer and
did not include any of the securities referred to in the preceding
paragraph. Further, in determining such aggregate amount, the
Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the
Buyer in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments of
such subsidiaries are managed under the Buyer's direction.
However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and
the Buyer is not itself a reporting company under the Securities
Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A
and understands that the seller to it and other parties related to
the Certificates are relying and will continue to rely on the
statements made herein because one or more sales to the Buyer may
be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the
Buyer agrees that, in connection with any purchase of securities
sold to the Buyer for the account of a third party (including any
separate account) in reliance on Rule 144A, the Buyer will only
purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A.
In addition, the Buyer agrees that the Buyer will not purchase
securities for a third party unless the Buyer has obtained a
current representation letter from such third party or taken other
appropriate steps contemplated by Rule 144A to conclude that such
third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and
conclusions herein. Until such notice is given, the Buyer's
purchase of Rule 144A Securities will constitute a reaffirmation of
this certification as of the date of such purchase.
8. The Buyer has otherwise complied with any conditions for
transfer set forth in the Trust Agreement, and, either (i) is a "C
Corporation" under the Internal Revenue Code of 1986, as amended,
or (ii) has provided such disclosure concerning our status for
federal income tax purposes and the status and economic interest of
our beneficial owners, as the Issuer or its representatives have
reasonably requested to determine that the Buyer's acquisition of
the Certificates will not subject the Issuer to an entity level
tax.
Print Name of Buyer
By:
Name:
Title:
Date:
ANNEX 2 TO EXHIBIT C
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification
is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer or Senior Vice President of the Buyer or,
if the Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended
("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because
(i) the Buyer is an investment company registered under the
Investment Company Act of 1940, and (ii) as marked below, the Buyer
alone, or the Buyer's Family of Investment Companies, owned at
least $100,000,000 in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year. For purposes of determining the amount of
securities owned by the Buyer or the Buyer's Family of Investment
Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other
than the excluded securities referred to below) as of the
end of the Buyer's most recent fiscal year (such amount
being calculated in accordance with Rule 144A).
____ The Buyer is part of a Family of Investment Companies
which owned in the aggregate $______________ in
securities (other than the excluded securities referred
to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with
Rule 144A).
3. The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series
thereof) that have the same investment adviser or investment
advisers that are affiliated (by virtue of being majority owned
subsidiaries of the same parent or because one investment adviser
is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are
part of the Buyer's Family of Investment Companies, (ii) bank
deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase agreements, (v) securities owned
but subject to a repurchase agreement and (vi) currency, interest
rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that
each of the parties to which this certification is made are relying
and will continue to rely on the statements made herein because one
or more sales to the Buyer will be in reliance on Rule 144A. In
addition, the Buyer will only purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to which
this certification is made of any changes in the information and
conclusions herein. Until such notice, the Buyer's purchase of
Rule 144A Securities will constitute a reaffirmation of this
certification by the undersigned as of the date of such purchase.
7. The Buyer has otherwise complied with any conditions for
transfer set forth in the Trust Agreement, and (h), either (i) is
a "C Corporation" under the Internal Revenue Code of 1986, as
amended, or (ii) has provided such disclosure concerning our status
for federal income tax purposes and the status and economic
interest of our beneficial owners, as the Issuer or its
representatives have reasonably requested to determine that the
Buyer's acquisition of the Certificates will not subject the Issuer
to an entity level tax.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
