exv4w2



 





Exhibit 4.2




AMENDED AND RESTATED

INDENTURE

FOR

SENIOR DEBT SECURITIES

dated as of

December 15, 2004














     This Amended and Restated Indenture, dated as of December 15, 2004
(“Amended and Restated Indenture”), is between HSBC Finance Corporation
(formerly known as Household International, Inc. and as successor to Household
Finance Corporation), a corporation duly organized and existing under the laws
of the State of Delaware (hereinafter called the “Company” or “HSBC Finance”)
and having its principal office at 2700 Sanders Road, Prospect Heights,
Illinois 60070, and JPMorgan Chase Bank, N.A. (as successor to The Chase
Manhattan Bank (National Association)), a national banking association
organized and existing by virtue of the banking laws of the United States of
America (hereinafter called the “Trustee”), and having its principal Corporate
Trust Office at The City of New York, New York.



WITNESSETH:



     Whereas, Household Finance Corporation (“HFC”) and the Trustee have
heretofore entered into an Indenture for Senior Debt Securities dated as of
December 1, 1993 (as amended and supplemented to date, hereinafter called the
“Original Indenture”); and



     Whereas, under the Original Indenture, HFC created and issued from time to
time Notes of a series known as the Medium Term Notes due nine months or more
from date of issue (hereinafter called the “Medium Term Notes”); and



     Whereas,
prior to the date hereof, HSBC Finance and HFC entered into an Agreement and Plan of Merger, under which
HFC will merge as of the date hereof with and into HSBC Finance, with HSBC
Finance as the surviving corporation, and all obligations of HFC will become
direct obligations of HSBC Finance, including all Medium Term Notes issued and
outstanding under the Original Indenture (hereinafter referred to as the
“Merger”); and



     Whereas, Section 10.01 of the Original Indenture provides, among other
things, that HFC will not merge into any other corporation unless the surviving
corporation in such merger (if other than the HFC) expressly assumes, by
supplemental indenture, the due and punctual payment of the principal of (and
premium, if any) and interest on all issued and outstanding Medium Term Notes
and the performance of every covenant of the Original Indenture on the part of
HFC required to be performed under the Original Indenture; and



     Whereas, HSBC Finance desires to supplement the Original Indenture to
expressly assume the due and punctual payment of the principal of (and premium,
if any) and interest on all issued and outstanding Medium Term Notes and the
performance of every covenant of the Original Indenture on the part of the
Company required to be performed under the Original Indenture and to amend and
restate the Original Indenture to evidence the merger of HFC into HSBC Finance;
and



     Whereas, all things necessary to make this Amended and Restated Indenture
a valid agreement of HSBC Finance and to make the Medium Term Notes which may
be issued on or after the date hereof, when executed by HSBC Finance and

authenticated and delivered by the Trustee and duly issued by HSBC Finance, the
valid obligations of HSBC Finance, and, in accordance with their and its terms,
have been done.



     Now, Therefore, This Amended and Restated Indenture Witnesseth:



Compliance with Article X of the Original indenture




     As required by Section 10.01 of the Original Indenture, HSBC Finance
hereby expressly and irrevocably assumes, as of the date hereof, the due and
punctual payment of the principal of (and premium, if any) and interest on all
the Medium Term Notes issued and outstanding as of the date hereof and the
performance of every covenant of the Original Indenture on the part of HFC
required to be performed under the Original Indenture.



     Pursuant to Section 10.02 of the Original Indenture, HSBC Finance shall
succeed to, and be substituted for, and may exercise every right and power of,
HFC under the Original Indenture with the same effect as if HSBC Finance had
been named as the Company herein.



 









 





Amendment and restatement of Original Indenture terms




     For and in consideration of the premises and the purchase of 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 1. Standard Provisions. Except as specifically act forth herein
all of the terms, conditions, covenants and provisions contained in the
Company’s Amended and Restated Standard Multiple-Series Indenture Provisions
for Senior Debt Securities dated as of December 15, 2004 (the “Provisions”), a
copy of which is attached hereto, are incorporated herein by reference in their
entirety and shall be deemed to be a part hereof to the same went as if such
provisions had been set forth in full herein. All capitalized terms which are
used herein and not otherwise defined herein are defined in the Provisions and
are used herein with the same meanings as in the Provisions. The Provisions,
together with this Amended and Restated Indenture, are deemed to be the
“Amended and Restated Indenture.”



     Article 2. Conflicts. The Indenture dated as of October 1, 1992 and the
Amended and Restated Indenture for Senior Debt Securities (providing for the
issuance of the Company’s InterNotes) dated as of December 15, 2004, each
between the Company and the Trustee, are excluded for purposes of Section
8.08(b) of the Provisions.



     Article 3. Designation and Terms of the Medium Term Notes. A series of
Notes created pursuant to this Amended and Restated Indenture shall be known
and designated as the “Medium Term Notes due nine months or more from date of
issue” of the Company.



     Each Medium Term Note will be dated and issued as of the dale of its
authentication by the Trustee. Each Medium Term Note shall also bear an
Original Issue Date (as hereinafter defined) which, with respect to any Medium
Term Note (or any portion thereof), shall mean the date of its original issue.
as specified in such Medium Term Note (the “Original Issue Date”), and such
Original Issue Date shall remain the same if such Medium Term Note is
subsequently issued upon transfer, exchange, or substitution of such Medium
Term Note regardless of its date of authentication. Principal on any Medium
Term Note shall become due and payable on such date nine months or more from
the Original Issue Date of such Note, as specified on such Note. Interest
rates, or interest rate formulas, will be subject to change by the Company from
time to time, but no such change will affect any Medium Term Notes theretofore
issued. Interest shall be computed on the basis Specified in each Medium Term
Note.



     Each Medium Term Note will bear interest from the Original Issue Date or
from the most recent date to which interest has been paid or duly provided for,
at the rate per annum stated, or pursuant to the interest rate formula
specified, therein until the principal thereof is paid or made available for
payment. Interest will be payable on each Interest Payment Date and at
Maturity. Interest will be payable to the person in whose name a Note is
registered at the close of business on the Regular Record Date next preceding
each Interest Payment Date; provided, however, interest payable at Maturity
will be payable to the person to whom principal shall be payable. The first
payment of interest on any Medium Term Note issued between a Regular Record
Date and an Interest Payment Date will be made on the Interest Payment Date
following the next succeeding Regular Record Date to the registered owner on
such next Regular Record Date.



     Payment of principal of the Medium Term Notes and, unless otherwise paid
as hereinafter provided, the interest thereon will be made at the office or
agency of the Company in the Borough of Manhattan, City and State of New York,
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 or by wire transfer to an account designated by
such person not later than ten days prior to the date of such payment.



     The Regular Record Date referred to in Section 2.07 of the Provisions for
the payment of the interest on any Medium Term Notes payable, and punctually
paid or duly provided for, on any Interest Payment Date (other than at
Maturity) shall be such day (whether or not a Business Day) preceding such
Interest Payment Date as is specified in such Medium Term Note, and in the ease
of interest payable at Maturity shall be the date such that interest payable at
Maturity is paid to the same person to whom principal with respect to any
Medium Term Note is payable. Unless otherwise specified in such Medium Term
Note, the City of New York shall be the reference city for determining a
Business Day.



     The Medium Term Notes may be issued only as registered notes, without
coupons, in denominations of $1,000 and any larger denomination which is an
integral multiple of $1,000.



     Upon the execution of this Amended and Restated Indenture, or from time to
time thereafter, Medium Term Notes, without limitation as to aggregate
principal amount, may be executed by the Company and delivered to the Trustee
for authentication, and the Trustee shall thereupon authenticate and deliver
said Medium Term Notes to or upon a Company Order.



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     Article 4. Redemption of Medium Term Notes. Each Medium Term Note may be
redeemed by the Company in whole or in part if so provided pursuant to the
terms of such Medium Term Note issued by the Company. Notwithstanding the
provisions of Section 5.03 of the Provisions, the Company may redeem any Medium
Term Note which by its terms is redeemable prior to Stated Maturity without
also redeeming any other Medium Term Note which is redeemable prior to Stated
Maturity. The selection of Medium Term Notes to be redeemed prior to Stated
Maturity shall be in the sole discretion of the Company.



     Article 5. Global Notes. The Medium Term Notes may be represented in whole
or in part in the form of one or more Global Notes. “Global Note” means a
registered Note evidencing all or a part of the Medium Term Notes, issued to
the Depository for such Medium Term Notes in accordance with this Article and
bearing the legend prescribed in this Article. The Company shall execute and
the Trustee shall, in accordance with this Article and the Company Order with
respect to the Medium Term Notes, authenticate and deliver one or more Global
Notes in temporary or permanent form that (i) shall represent and shall be
denominated in an aggregate amount equal to the aggregate principal amount of
the Outstanding Medium Term Notes to be represented by one or more Global
Notes, (ii) shall be registered in the name of the Depository for such Global
Note or Notes or the nominee of such Depository, (iii) shall be delivered by
the Trustee to such Depository or pursuant to such Depository’s instruction and
(iv) shall bear a legend substantially to the following effect: “Unless this
Certificate is presented by an authorized representative of the Depository for
registration transfer, exchange or payment, and any Certificate issued is
registered in the name as requested by the authorized representative and
any payment is made to the Depository, any transfer, pledge or other use
hereof for value or otherwise by or to any person is wrongful.”



     Notwithstanding Section 2.05 of the Provisions, unless and until it is
exchanged in whole or in part for Notes in definitive form, a Global Note
representing all or a portion of the Medium Term Notes may not be transferred
except as a whole by the Depository, to a nominee of such Depository or by
nominee of such Depository to such Depository or another nominee of such
Depository or by such Depository or any such nominee to a successor Depository
for Medium Term Notes or a nominee of such successor Depository.



     The third paragraph of Section 2.05 of the Provisions shall not apply to
Medium Term Notes issued in the form of Global Notes.



     If at any time the Depository for the Medium Term Notes notifies the
Company that it is unwilling or unable to continue as Depository for the
Medium Term Notes or if at any time the Depository of the Medium Term Notes
shall no longer be eligible under this Article, the Company shall appoint a
successor Depository with respect to the Medium Term Notes. If a successor
Depository for the Medium Term Notes is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such
ineligibility, the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Medium Term
Notes, will authenticate and deliver Medium Term Notes in definitive form in
an aggregate principal amount equal to the principal amount of the Global Note
or Notes representing such Medium Term Notes in exchange for such Global Note
or Notes.



     The Company may at any time and in its sole discretion determine that the
Medium Term Notes issued in the form of one or more Global Notes shall no
longer be represented by such Global Note or Notes. In such event the Company
will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Medium Term Notes will authenticate
and deliver, Medium Term Notes in definitive form in an aggregate principal
amount equal to the principal amount of the Global Note or Notes representing
such Medium Term Notes in exchange for such Global Note or Notes.



     The Depository for such Medium Term Notes may surrender a Global Note or
Notes for such Medium Term Notes in exchange in whole or in part for Medium
Term Notes in definitive form on such terms as are acceptable to the Company
and such Depository. Thereupon, the Company shall execute, and the Trustee
shall authenticate and deliver, without service charge:




          (i) to each Person specified by such Depository a new Medium Term Note
or Notes, of any authorized denomination as requested by such Person in
aggregate principal amount equal to and in exchange for such Pearson’s
beneficial interest in the Global Note; and




          (ii) to such Depository a new Global Note in a denomination equal to
the difference, if any, between the principal amount of the surrendered
Global Note and the aggregate principal amount of Medium Term Notes
delivered to Holders thereof.



     In any exchange provided for in this Article, the Company will execute and
the Trustee will authenticate and deliver Medium Term Notes in definitive
registered form in authorized denominations.



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     Upon the exchange of a Global Note for Medium Term Notes in definitive
form, such Global Note shall be cancelled by the Trustee. Medium Term Notes
issued in exchange for a Global Note pursuant to this Article shall be
registered in such names and in such authorized denominations as the Depository
for such Global Note, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall
deliver such Medium Term Notes to the persons in whose names such Medium Term
Notes are so registered.



     Article 6. Currencies. The currency of the Medium Term Notes shall be
either Dollars, ECUs, Foreign Currency or any unit of a composite of
currencies (which composite may or may not include Foreign Currencies or
Dollars), which currency shall be specifically identified in the Medium Term
Note if such currency is not Dollars.



     Medium Term Notes denominated in any currency other than Dollars shall be
issued in such denominations as specified in the applicable Medium Term Note.



     Article 7. Original Issue Discount Notes. The Medium Term Notes may be
Original Issue Discount Notes.



     Article 8. Other Terms and Provisions. The Medium Term Notes may be
offered and sold at such prices, including such terms and provisions as to (i)
repayment of the principal of such Note at the option of the Company or the
holder thereof or, (ii) the currency in which interest or principal payments on
the Medium Term Note will be made, if different from the currency in which the
Medium Term Note is denominated, or (iii) the method for, or the cancellation
of, the payment of principal, premium, if any, and interest on any Medium Term
Note, as determined by any authorized representative of the Company, with such
determination being conclusively evidenced by such representative’s signature
on the Medium Term Note.



     Article 9. Supplemental Indentures. The Company may, by supplemental
indenture, amend this Amended and Restated Indenture to provide for additional
definitions, terms, and provisions relating to Medium Term Notes. Any such
supplemental indenture will not adversely affect the rights and privileges of
Holders of Medium Term Notes issued prior to such supplemental indenture. Any
supplemental indentures entered into under the Original Indenture shall remain
in full force and effect under this Amended and Restated Indenture.



     Article 10. Effective Time. This Amended and Restated Indenture shall
become effective on the date and at the time of the consummation of the Merger.



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TESTIMONIUM




     This Amended and Restated 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.



     In Witness Whereof, the parties hereto have caused this Amended and
Restated Indenture to be duly executed and attested, all as of the day and year
first written above. In addition, by its signature below, the Trustee
acknowledges and agrees that this Amended and Restated Indenture is delivered
in a form satisfactory to the Trustee for purposes of Section 10.01 of the
Original Indenture.



	 	 	 	 	 
	 	 	HSBC Finance Corporation
	 
	 	 	 	 
	

	 	By:
	 	     /s/ AUTHORIZED SIGNATORY
	

	 	 	 	

	 
	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	/s/ AUTHORIZED SIGNATORY
	 	 	 	 
	


	 	 	 	 
	Assistant Secretary
	 	 	 	 
	 
	 	 	 	 
	 	 	JPMorgan Chase bank, N.A.
	 	 	as Trustee
	 
	 	 	 	 
	

	 	By:
	 	     /s/ AUTHORIZED SIGNATORY
	

	 	 	 	

	

	 	 	 	Authorized Officer
	 
	 	 	 	 
	Attest:
	 	 	 	 
	 
	 	 	 	 
	/s/ AUTHORIZED SIGNATORY
	 	 	 	 
	


	 	 	 	 
	Authorized Officer
	 	 	 	 







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