EXHIBIT 1.1
DISTRIBUTION AGREEMENT
by and among
HARTFORD LIFE INSURANCE COMPANY
and
BEAR, ▇▇▇▇▇▇▇ & CO. INC.
DATED AS OF SEPTEMBER 8, 2006
Hartford Life Insurance Company, a Connecticut life insurance company (the
"COMPANY") in connection with its program (the "PROGRAM") for the issuance in
one or more series of its senior notes (the "NOTES") confirms its agreement with
Bear, ▇▇▇▇▇▇▇ & Co. Inc. and any institution appointed as an agent pursuant to
Section 13.3 hereof (each, an "AGENT") with respect to the Notes to be offered
by the Company upon execution and delivery by the Company and the applicable
Agent(s) of a terms agreement in the form of Exhibit A hereto (the "TERMS
AGREEMENT").
The Notes of each series are to be issued pursuant to that certain
indenture between the Company and JPMorgan Chase Bank, N.A., dated September 8,
2006, as may be amended, modified, supplemented or restated from time to time
(the "INDENTURE") and each series of notes, or tranches within a series, will be
issued pursuant to a supplement to the Indenture (each, a "SUPPLEMENTAL
INDENTURE") or as otherwise permitted by the Indenture. For purposes of this
Distribution Agreement (the "DISTRIBUTION AGREEMENT"), references to "series of
Notes" shall also mean a tranche of Notes within a series of Notes. In
connection with the sale of each series of Notes, the Company will prepare a
Pricing Supplement (each, a "PRICING SUPPLEMENT") including or incorporating by
reference a description of the terms of the Notes and the terms of the offering.
Subject to the terms and conditions contained in this Agreement, the
Company hereby (1) appoints only Bear, ▇▇▇▇▇▇▇ & Co. Inc. as purchasing agent
(the "PURCHASING AGENT") for the purpose of purchasing and selling the
IncomeNotes (defined below) and (2) appoints the Purchasing Agent and/or such
other parties made a party to this Agreement in accordance with Section 13.3 and
specified in the relevant Terms Agreement for the purpose of purchasing and
selling the Medium-Term Notes (as defined in Section 3.3 hereof). For purposes
of this Agreement, all references to any Agent shall be deemed to include the
Purchasing Agent.
This Agreement specifies terms and conditions on which Notes may be sold to
the Agent(s) as principal for resale to investors.
The Company has made the requisite filings with the Securities and Exchange
Commission (the "COMMISSION") pursuant to the Securities Exchange Act of 1934,
as amended (the "1934 ACT"), and the rules and regulations of the Commission
under the 1934 Act (the "1934 ACT REGULATIONS"). The Company has filed with the
Commission (a) a registration statement on Form S-3 relating to the registration
of the Notes under the Securities Act of 1933, as amended (the "1933 ACT") and
(b) the related prospectus dated September 8, 2006 covering Notes to be offered
under the Program (the "BASE PROSPECTUS"). Such registration statement became
effective upon filing with the Commission pursuant to Rule 462(e) of the 1933
Act Regulations (defined below) and the Company has filed such post-effective
amendments thereto as may be required prior to the acceptance of any offer for
the purchase of Notes and each such post-effective amendment has become
effective upon filing with the Commission pursuant to Rule 462(e) of the 1933
Act Regulations. The Indenture has been duly qualified under the Trust Indenture
Act of 1939, as amended (the "1939 ACT") and the rules and regulations of the
Commission under the 1939 Act (the "1939 ACT REGULATIONS"). Such registration
statement (as amended, if applicable) is referred to herein as the "REGISTRATION
STATEMENT"; and the final prospectus and all applicable amendments or
supplements thereto (including, with respect to a particular series of Notes,
the applicable Pricing Supplement) as filed with the Commission pursuant to Rule
424(b) of the 1933 Act Regulations, are collectively referred to herein as the
"PROSPECTUS"; PROVIDED, HOWEVER, that all references to the "Registration
Statement", the "Prospectus" and the "Time of Sale Prospectus" shall also be
deemed to include all documents incorporated therein by reference pursuant to
the 1934 Act, at or prior to the applicable Time of Sale (defined below);
PROVIDED, FURTHER, that if the Company files a post-effective amendment to the
Registration Statement with the Commission pursuant to Rule 462(e) of the rules
and regulations of the Commission under the 1933 Act (the "1933 ACT
REGULATIONS") then, after such filing, all references to the "Registration
Statement" shall also be deemed to include such post-effective amendment;
PROVIDED, FURTHER, that the Prospectus shall include any information deemed to
be included therein pursuant to Rule 430B(e) and (f) of the 1933 Act
Regulations. A "PRELIMINARY PROSPECTUS" shall be deemed to refer to any
prospectus and any prospectus supplement furnished by the Company after the
Registration Statement became effective and before the Time of Sale with respect
to a series of Notes which, pursuant to Rule 430B of the 1933 Act Regulations,
omitted information to be included upon pricing in a form of prospectus and
prospectus supplement filed with the Commission pursuant to Rule 424(b) of the
1933 Act Regulations. The term "FREE WRITING PROSPECTUS" has the meaning set
forth in Rule 405 of the 1933 Act Regulations. The term "TIME OF SALE
PROSPECTUS" means the Base
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Prospectus, as amended or supplemented from time to time prior to the Time of
Sale and together with the most recent Preliminary Prospectus or preliminary
pricing supplement relating to the offer and sale of such series of Notes
immediately prior to the Time of Sale, any Pricing Supplement relating to the
offer and sale of such Series of Notes filed or used prior to the Time of Sale,
any Final Term Sheet (as defined in Section 4.1 hereof) relating to the offer
and sale of such Notes and each Free Writing Prospectus in the form, furnished
to the Agent(s) by the Company or approved by the Company for use prior to the
Time of Sale. "TIME OF SALE" means the time or date set forth in the applicable
Terms Agreement. For purposes of this Agreement, all references to the
Registration Statement, Prospectus, Time of Sale Prospectus, Free Writing
Prospectus, Pricing Supplement or Preliminary Prospectus or to any amendment or
supplement thereto shall be deemed to include any copy filed with the Commission
pursuant to its Electronic Data Gathering, Analysis and Retrieval system
("▇▇▇▇▇").
All references in this Agreement to financial statements and schedules and
other information that is "disclosed," "contained," "included" or "stated" (or
other references of like import) in the Registration Statement, Prospectus, Time
of Sale Prospectus, Free Writing Prospectus, Pricing Supplement or Preliminary
Prospectus shall be deemed to include all such financial statements and
schedules and other information that is incorporated by reference in the
Registration Statement, Prospectus, Time of Sale Prospectus, Free Writing
Prospectus, Pricing Supplement or Preliminary Prospectus, as the case may be;
and all references in this Agreement to amendments or supplements to the
Registration Statement, Prospectus, Time of Sale Prospectus, Free Writing
Prospectus, Pricing Supplement or Preliminary Prospectus shall be deemed to
include the filing of any document under the 1934 Act that is incorporated by
reference in the Registration Statement, Prospectus, Time of Sale Prospectus,
Free Writing Prospectus, Pricing Supplement or Preliminary Prospectus, as the
case may be.
SECTION 1.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
1.1 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants (i) to each Agent (a) as of the date hereof, (b) as of the date
that the Registration Statement became effective (the "INITIAL EFFECTIVE DATE")
and (c) as of any time that the Registration Statement or the Prospectus shall
be amended or supplemented (with respect to the Registration Statement, a
"SUBSEQUENT EFFECTIVE DATE") and (ii) to each applicable Agent (a) as of the
relevant Time of Sale, (b) as of the date the relevant Notes are delivered in
exchange for payment (the "SETTLEMENT DATE") and (c) as of the relevant new
effective date as determined pursuant to Rule 430B(f)(2) of the 1933 Act
Regulations with respect to the applicable series of Notes (the "NOTE EFFECTIVE
DATE" and together with the Initial Effective Date and any Subsequent Effective
Date, the "REGISTRATION STATEMENT EFFECTIVE DATE") (each of the times referenced
above being referred to herein as a "REPRESENTATION DATE") as follows:
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1.1.1 NO FILINGS OR REGULATORY APPROVALS. Other than as set forth or
contemplated in the Time of Sale Prospectus, no filing with, or approval,
authorization, consent, license, registration, qualification, order or
decree of, any court or governmental authority or agency, is necessary or
required for the issuance and sale of the Notes by the Company, except such
as have been previously made, obtained or rendered, as applicable, and
except such consents, approvals, authorizations, registrations,
qualifications, orders or decrees as may be required under the 1933 Act or
the 1939 Act or under state or foreign securities or blue sky laws or any
rules or regulations of any securities exchange.
1.1.2 RATINGS. The Program under which the Notes are issued, as well
as the Notes, as applicable, are rated A1 by ▇▇▇▇▇'▇ Investors Service,
Inc. or its successor ("MOODY'S"), AA- by Standard & Poor's Ratings
Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or its successor
("S&P"), a+ by A.M. Best Company, Inc. ("A.M. BEST") and AA- by Fitch
Ratings, Inc. ("FITCH") (▇▇▇▇▇'▇, S&P, A.M. Best and Fitch are referred to
herein as the "Ratings Agencies" and each a "RATINGS AGENCY"), or such
other rating as to which the Company shall have most recently notified the
Agent(s) pursuant to Section 2.1.11 hereof and set forth in the relevant
Terms Agreement. The Company's financial strength rating is Aa3 by ▇▇▇▇▇'▇,
▇▇- by S&P, A+ by A.M. Best and AA by Fitch or such other rating as to
which the Company shall have most recently notified the Agent(s) pursuant
to Section 2.1.11 hereof and set forth in the relevant Terms Agreement.
Except as otherwise disclosed to the Agent(s), no public announcement has
been made by a Ratings Agency that it has under surveillance or review,
with possible negative implications, its rating of the Program, the Notes
or the Company as applicable, or has withdrawn its rating of the Program,
the Notes or the Company as applicable.
1.1.3 LISTING. If specified in the relevant Pricing Supplement, the
Notes described in such Pricing Supplement shall be listed on the
securities exchange designated in such Pricing Supplement.
1.1.4 DUE INCORPORATION, GOOD STANDING AND DUE QUALIFICATION OF THE
COMPANY AND SIGNIFICANT SUBSIDIARIES. The Company, and each significant
subsidiary (as such term is defined in Rule 1-02 of Regulation S-X
promulgated under the ▇▇▇▇ ▇▇▇) that is an operating company, if any (each,
a "SIGNIFICANT SUBSIDIARY"), is duly incorporated and validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation with corporate power and authority to own its properties and
to conduct its business as described in the Time of Sale Prospectus; each
of the Company and each Significant Subsidiary is duly qualified as a
foreign corporation to transact business and is in
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good standing in each jurisdiction in which such qualification is required,
except where the failure to so qualify would result in a Company Material
Adverse Effect (defined below). Since the respective dates as of which
information is given in the Registration Statement and the Time of Sale
Prospectus, except as otherwise stated therein, there has been no event or
occurrence that would reasonably be expected to have a material adverse
effect on the condition (financial or otherwise) of the Company and its
subsidiaries considered as one enterprise or on the power or ability of the
Company to perform its obligations under any of the Issuance Documents
(defined below) or to consummate the transactions to be performed by it as
contemplated in the Time of Sale Prospectus (a "COMPANY MATERIAL ADVERSE
EFFECT").
1.1.5 REGISTRATION STATEMENT; PROSPECTUS; TIME OF SALE PROSPECTUS;
FREE WRITING PROSPECTUS. The Company meets the requirements for use of Form
S 3 under the 1933 Act. (A) At the time of filing the Registration
Statement, (B) at the time of the most recent amendment thereto for the
purposes of complying with Section 10(a)(3) of the 1933 Act (whether such
amendment was by post-effective amendment, incorporated report filed
pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C)
at the time the Company or any person acting on its behalf (within the
meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations)
made any offer relating to the Notes in reliance on the exemption of Rule
163 of the 1933 Act Regulations and (D) at the date hereof, the Company was
and is a "well-known seasoned issuer"; the Registration Statement is an
"automatic shelf registration statement," as defined in Rule 405 of the
1933 Act Regulations, and the Notes, since their registration on the
Registration Statement, have been and remain eligible for registration by
the Company on a Rule 405 "automatic shelf registration statement"; and the
Company has not received from the Commission any notice pursuant to Rule
401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic
shelf registration statement form. The Company is not an "ineligible
issuer" as that term is defined in Rule 405 of the 1933 Act Regulations (i)
during any period beginning with the first BONA FIDE offer of Notes and
ending on the applicable Settlement Date (each, an "OFFERING PERIOD") and
(ii) at any time other than during an Offering Period, at the time of the
use of a Permitted Free Writing Prospectus (as defined below), if any. The
Registration Statement has become effective upon filing with the Commission
pursuant to Rule 462(e) of the 1933 Act Regulations and any post-effective
amendment thereto also became effective upon filing under Rule 462(e). The
Registration Statement, filed with the Commission pursuant to the 1933 Act,
as of the Initial Effective Date, did not and, as of any Note Effective
Date or Subsequent Effective Date, will not contain any untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading. Each
Prospectus, if any, filed pursuant to Rule 424 of the 1933 Act Regulations,
complied when so filed in all
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material respects with the 1933 Act and the 1933 Act Regulations. The
Registration Statement, each Prospectus and each Time of Sale Prospectus
comply and, as amended or supplemented, if applicable, will comply in all
material respects with the 1933 Act and the 1933 Act Regulations. As of the
Time of Sale, the Time of Sale Prospectus will not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. As of its date and as of each
Settlement Date, the Prospectus will not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading. The Company makes no representations or
warranties as to (A) that part of the Registration Statement which shall
constitute the Statement of Eligibility (Form T-1) under the 1939 Act of
the Indenture Trustee or (B) any statements in or omissions from the
Registration Statement, any Prospectus or any Time of Sale Prospectus made
in reliance on and in conformity with written information provided by the
Agent(s) to the Company expressly for use in the Registration Statement,
any Prospectus, any Time of Sale Prospectus or any amendment or supplement
thereto.
1.1.6 COMPANY FINANCIAL STATEMENTS. The consolidated financial
statements (including the related notes but excluding the supporting
schedules) included or incorporated by reference in the Registration
Statement, the Prospectus and the Time of Sale Prospectus present fairly in
all material respects the consolidated financial position, results of
operations and cash flows of the entities purported to be shown thereby, at
the dates and for the periods indicated and have been prepared in
accordance with United States generally accepted accounting principles
applied on a consistent basis throughout the periods indicated and conform
in all material respects with the 1933 Act, except as otherwise noted
therein; and the supporting schedules, selected financial data and the
summary financial data included or incorporated by reference in the
Registration Statement, the Prospectus and the Time of Sale Prospectus when
considered in relation to such financial statements taken as a whole,
present fairly in all material respects the information required to be
stated therein.
1.1.7 AUTHORIZATION OF THE ISSUANCE DOCUMENTS. This Agreement, each
Terms Agreement, the Indenture, each Supplemental Indenture (if any) and
the Notes (collectively, the "ISSUANCE DOCUMENTS") have been or will be, as
applicable, duly authorized, executed and delivered by the Company and,
assuming that each party to the Issuance Documents, other than the Company,
has duly authorized, executed and delivered such agreement, the Issuance
Documents will each be a valid and legally binding agreement of the
Company, enforceable against the Company in accordance with its terms,
except (A) as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or
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other similar laws affecting the enforcement of creditors' rights generally
or by general equitable principles (regardless of whether enforcement is
considered in a proceeding in equity or at law), (B) that no representation
or warranty is made with respect to the enforceability of the
indemnification and contribution provided for in Section 7 hereof and (C)
as enforcement thereof may be limited by requirements that a claim with
respect to any Notes that are payable in a foreign or composite currency
(or a foreign or composite currency judgment in respect of such claim) be
converted into U.S. dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law or by governmental authority to
limit, delay or prohibit the making of payments outside the United States.
With respect to a series of Notes, the related Issuance Order (as defined
in the Indenture) or such other instrument ordering the issuance of such
series of Notes, was executed by a duly authorized officer of the Company.
1.1.8 NO PROCEEDINGS. There is no action, suit, proceeding or
investigation pending of which the Company has received notice or service
of process, or before or brought by any court or governmental agency or
body, or to the knowledge of the Company threatened, against the Company
which is required to be disclosed in the Registration Statement and the
Time of Sale Prospectus (other than as disclosed therein).
1.1.9 ABSENCE OF DEFAULTS AND CONFLICTS. Neither the Company nor any
of its Significant Subsidiaries is in violation of the provisions of its
charter or by-laws or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, deed of trust, loan or credit agreement, note, lease
or other agreement or instrument to which the Company or any of its
Significant Subsidiaries is a party or by which it or any of them may be
bound or to which any of the property or assets of the Company or any of
its Significant Subsidiaries is subject, except for such defaults that
would not result in a Company Material Adverse Effect; the execution,
delivery and performance of the Issuance Documents and any other agreement
or instrument entered into or issued or to be entered into or issued by the
Company in connection with the transactions contemplated in the Time of
Sale Prospectus, the consummation of the transactions contemplated in the
Time of Sale Prospectus and the compliance by the Company with its
obligations thereunder have been duly authorized by all necessary corporate
action and do not and will not constitute a breach, violation or default
(A) which gives the holder of any note, debenture or other evidence of
indebtedness (or any person acting on such holder's behalf) the right to
require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any of its Significant Subsidiaries or (B)
of any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or any of
its properties, except for such breaches, violations or defaults under
subsections (A) or (B) immediately above that would not result in a Company
Material Adverse Effect.
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1.1.10 LICENSES AND PERMITS. Each of the Company and the Significant
Subsidiaries has all necessary consents, licenses, authorizations,
approvals, exemptions, orders, certificates and permits (collectively, the
"COMPANY GOVERNMENTAL LICENSES") of and from, and has made all filings and
declarations (collectively, the "COMPANY GOVERNMENTAL FILINGS") with, all
Federal, state, local and other governmental authorities, all
self-regulatory organizations and all courts and other tribunals, necessary
to own, lease, license and use its properties and assets and to conduct its
business in the manner described in the Time of Sale Prospectus, except
where the failure to have such Company Governmental Licenses or to make
such Company Governmental Filings would not, individually or in the
aggregate, result in a Company Material Adverse Effect. All such Company
Governmental Licenses and Company Governmental Filings are in full force
and effect, except to the extent that any such failure to be in full force
and effect would not result, singly or in the aggregate, in a Company
Material Adverse Effect. The Company and the Significant Subsidiaries are
in compliance with such Company Governmental Licenses and neither the
Company nor any of the Significant Subsidiaries has received any notice of
any inquiry, investigation or proceeding that would reasonably be expected
to result in the suspension, revocation or limitation of any such Company
Governmental Licenses or otherwise impose any limitation on the conduct of
the business of the Company or any of the Significant Subsidiaries, except
as set forth in the Time of Sale Prospectus or to the extent that any such
failure to be in compliance, suspension, revocation or limitation would
not, singly or in the aggregate, result in a Company Material Adverse
Effect.
1.1.11 FILINGS AND REGULATORY APPROVALS. Other than as set forth or
contemplated in the Time of Sale Prospectus, no filing with or approval,
authorization, consent, license, registration, qualification, order or
decree of any governmental authority or agency, is necessary or required
for the issuance and sale of the Notes by the Company, except such as have
been previously made, obtained or rendered, as applicable, and except such
consents, approvals, authorizations, registrations, qualifications, orders
or decrees as may be required under the 1933 Act or the 1939 Act or under
state or foreign securities or blue sky laws or any rules or regulations of
any securities exchange.
1.1.12 INVESTMENT COMPANY ACT. The Company is not, and upon the
issuance and sale of the Notes as herein contemplated and the application
of the net proceeds therefrom as described in the Time of Sale Prospectus
will not be, required to register as an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.
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1.1.13 ABSENCE OF DEFAULT UNDER THE NOTES. To the Company's knowledge
there exists no event or circumstance which does or may (with the passing
of time, the giving of notice, the making of any determination or any
combination thereof) be reasonably expected to constitute an event of
default under any outstanding Note or any outstanding note issued under the
Company's funding agreement-backed medium-term note programs.
1.1.14 INCORPORATED DOCUMENTS. The documents incorporated or deemed to
be incorporated by reference in the Time of Sale Prospectus, at the time
they were or hereafter are filed with the Commission, complied and will
comply in all material respects with the requirements of the 1934 Act and
the 1934 Act Regulations.
1.1.15 INDEPENDENT ACCOUNTANTS. The accountants who certified the
financial statements and any supporting schedules thereto included in the
Registration Statement and the Time of Sale Prospectus are independent
public accountants as required by the 1933 Act and the 1933 Act
Regulations.
1.1.16 CONFORMITY OF ISSUANCE DOCUMENTS. The statements relating to
the Issuance Documents contained in the Time of Sale Prospectus conform and
will conform in all material respects to the Issuance Documents and the
Issuance Documents are substantially in the form filed or incorporated by
reference, as the case may be, as exhibits to the Registration Statement,
to the extent so filed or incorporated by reference.
1.2 CERTIFICATES BY THE COMPANY. Any certificate signed by any authorized
officer of the Company and delivered to the Agent(s) or Sidley Austin LLP, as
legal counsel to the Agent(s), or any other legal counsel selected by the
Agent(s) (or the bookrunning lead manager(s), in the case of a syndicated issue)
to replace such previous legal counsel (the "AGENT APPROVED COUNSEL") in
connection with the sale of Notes to the Agent(s) shall be deemed a
representation and warranty by the Company to such Agent(s) as to the matters
covered thereby on the date of such certificate.
SECTION 2.
COVENANTS OF THE COMPANY
2.1 COVENANTS OF THE COMPANY. In further consideration of the Agent's
agreements herein contained, the Company covenants and agrees with each Agent as
follows:
2.1.1 PREPARATION OF PRICING SUPPLEMENTS. The Company will prepare a
Pricing Supplement with respect to each offering of Notes sold to the
Agent(s) in
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a form previously agreed to by the Agent(s). The Company will use its
reasonable best efforts to deliver such Pricing Supplement no later than
11:00 a.m., New York City time, on the business day following the Time of
Sale of such Notes and will file such Pricing Supplement pursuant to the
applicable subparagraph of Rule 424(b) of the 1933 Act Regulations.
2.1.2 BLUE SKY QUALIFICATIONS. Subject to Section 3.9, below, the
Company shall take reasonable efforts to establish and maintain the
qualification of the Notes for offer and sale under the securities blue sky
laws of such jurisdictions as the Agent(s) (or the bookrunning lead
manager(s), in the case of a syndicated issue) shall reasonably request;
PROVIDED, HOWEVER, that if the Company, in its reasonable judgment,
determines that such qualification in a particular jurisdiction would cause
an undue burden, its sole obligation is to so advise the Agent(s) (or the
bookrunning lead manager(s), in the case of a syndicated issue); and
PROVIDED FURTHER, HOWEVER, that the Company shall not be obligated to file
any general consent to service of process or to qualify as a foreign
corporation or a dealer in securities in any jurisdiction in which it is
not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject.
2.1.3 LISTING. The Company, with the assistance of the Agent(s) (or
the bookrunning lead manager(s), in the case of a syndicated issue), shall
use reasonable efforts to obtain and maintain approval for the listing of
at least one series of Notes on a national securities exchange as defined
in Section 18(a)(3)(B) of the 1933 Act until such time as none of the Notes
are outstanding.
2.1.4 DEPOSITORY TRUST COMPANY. The Company shall assist the Agent(s)
in arranging to cause the Notes to be eligible for settlement through the
facilities of The Depository Trust Company.
2.1.5 NOTICE OF AMENDMENT TO THE INDENTURE. The Company will give the
Agent(s) at least seven (7) days' prior notice in writing of any proposed
amendment to the Indenture or any Supplemental Indenture and, except in
accordance with the applicable provisions of the Indenture or the relevant
Supplemental Indenture, not make or permit to become effective any
amendment to the Indenture or any Supplemental Indenture.
2.1.6 NOTICE OF MEETINGS. The Company will furnish to the relevant
Agent(s), at the same time as it is dispatched, a copy of any notice of any
meeting of the holders of a series of Notes which is called to consider any
matter which is material in the context of such series of Notes.
2.1.7 FILING OR USE OF AMENDMENTS. The Company will give the Agent(s)
advance notice of their intention to file or prepare any additional
registration
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statement with respect to the registration of additional Notes to be issued
pursuant to the Registration Statement, any amendment or supplement to the
Registration Statement or any amendment or supplement to the prospectus
included in the Registration Statement at the time it became effective or
to the Prospectus or the Time of Sale Prospectus (other than an amendment
or supplement thereto providing solely for the determination of the
variable terms of the Notes), whether pursuant to the 1933 Act the 1934
Act, or otherwise, will furnish to the Agent(s) copies of any such document
a reasonable amount of time prior to such proposed filing or use, as the
case may be, and will afford the Agent Approved Counsel a reasonable
opportunity to comment on any such proposed filing prior to such proposed
filing.
2.1.8 DELIVERY OF THE REGISTRATION STATEMENT. The Company will furnish
to the Agent(s) and Agent Approved Counsel, without charge, one conformed
copy of the Registration Statement as originally filed and of each
amendment thereto (including exhibits filed therewith or incorporated by
reference therein and documents incorporated or deemed to be incorporated
by reference therein) and copies of all consents and certificates of
experts. The Registration Statement and each amendment thereto furnished to
an Agent will be identical in all material respects to any electronically
transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇,
except to the extent permitted by Regulation S-T.
2.1.9 DELIVERY OF THE PROSPECTUS AND THE TIME OF SALE PROSPECTUS. The
Company will deliver to each Agent, without charge, as many copies of any
Preliminary Prospectus as such Agent may reasonably request, and the
Company hereby consents to the use of such copies for purposes permitted by
the 1933 Act. The Company will furnish to each Agent, without charge, such
number of copies of the Prospectus or Time of Sale Prospectus (as amended
or supplemented) as such Agent may reasonably request. It is hereby
acknowledged that the Company intends to rely on the provisions of Rule 172
of the 1933 Act Regulations with respect to delivery of the Prospectus. The
Prospectus and any amendments or supplements thereto furnished to such
Agent will be identical in all material respects to any electronically
transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇,
except to the extent permitted by Regulation S-T.
2.1.10 REVISIONS OF PROSPECTUS; MATERIAL CHANGES. If at any time when
the delivery or availability of the Prospectus shall be required by law in
connection with the sale of the Notes (including in circumstances where
such requirement may be satisfied pursuant to Rule 172 of the 1933 Act
Regulations) and in the opinion of Agent Approved Counsel or counsel for
the Company either (A) any event shall have occurred as a result of which
the Registration Statement
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or the Prospectus, as then amended or supplemented, would include any
untrue statement of a material fact, or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading or (B) for any
other reason it shall be necessary to amend or supplement the Registration
Statement or the Prospectus, as then amended or supplemented, in order to
comply with the 1933 Act or the 1933 Act Regulations, as applicable, the
Company will (1) notify the Agent(s) to suspend the solicitation of offers
to purchase Notes and if notified by the Company, the Agent(s) shall
forthwith suspend such solicitation and cease using the Prospectus as then
amended or supplemented and (2) promptly prepare and file with the
Commission such amendment or supplement to the Registration Statement or
the Prospectus which will correct such statement or omission or effect such
compliance and will provide to the Agent(s) without charge a reasonable
number of copies thereof, which the Agent(s) shall use thereafter.
2.1.11 NOTICE OF CERTAIN EVENTS. The Company will notify the Agent(s)
promptly (but in no event later than one business day), and confirm such
notice in writing, as applicable, of (A) with respect to its filings with
the Commission, (i) the amendment or supplement to the Registration
Statement or any new registration statement relating to the Notes or the
filing of any amendment or supplement to the Prospectus (other than any
amendment or supplement thereto providing solely for the determination of
the variable terms of the Notes or relating solely to the offering of
securities other than the Notes), (ii) the receipt of any comments from the
Commission during the period commencing on and including the date of any
Terms Agreement continuing to and including the applicable Settlement Date,
with respect to the Registration Statement, the Prospectus and the Time of
Sale Prospectus, (iii) any request by the Commission for any amendments to
such filings or for additional information, (iv) the issuance by the
Commission or any state of any stop order or trading suspension which
suspends the effectiveness of such filings, or of the initiation of any
proceedings for that purpose or (v) any action whereby the Company becomes
the subject of a proceeding under Section 8A of the 1933 Act or any
proceeding in connection with the offering of the Notes or (B) any change
in the rating assigned by any Ratings Agency to any debt securities or
financial strength of the Company, the Program or the Notes or the
withdrawal by any Ratings Agency of its rating of any debt securities or
the financial strength of the Company, the Program or the Notes. The
Company will use reasonable best efforts to prevent the issuance of any
stop order and, if any stop order is issued, to obtain the lifting thereof
unless, in the reasonable judgment of the Company, such effort is not
warranted.
2.1.12 OUTSTANDING AGGREGATE PRINCIPAL AMOUNT OF NOTES. The Company
will promptly (but in no event later than one business day), upon request
by an Agent, notify such Agent of the aggregate principal amount of the
Notes from
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time to time outstanding under the Program in their currency of
denomination and expressed in United States dollars. For the purpose of
determining the aggregate principal amount of such Notes outstanding (A)
the principal amount of Notes denominated in a currency other than U.S.
dollars shall be converted into U.S. dollars using the spot rate of
exchange for the purchase of the relevant currency against payment of U.S.
dollars being quoted by the Paying Agent (as defined in the Indenture) on
the date the relevant Notes were initially offered, (B) any Notes issued
pursuant to the Registration Statement which provide for an amount less
than the principal amount thereof to be due and payable upon redemption
following an Event of Default (as defined in the Indenture) in respect of
such Notes, shall have a principal amount equal to their redemption amount
and (C) any zero coupon (and any other Notes issued at a discount or
premium) shall have a principal amount equal to their price to the public.
2.1.13 EARNINGS STATEMENT. The Company will file such reports pursuant
to the 1934 Act and the 1934 Act Regulations, as are necessary in order to
make generally available to its security holders as soon as practicable an
earning statement within the meaning of Rule 158 under the 1933 Act
Regulations for the purposes of, and to provide the benefits contemplated
by the last paragraph of Section 11(a) of the 1933 Act.
2.1.14 1933 ACT AND 1934 ACT REPORTING REQUIREMENTS. The Company,
during any Offering Period, will file all documents required to be filed
with the Commission pursuant to the 1933 Act and the 1934 Act within the
time periods prescribed by the 1933 Act and the 1933 Act Regulations and
the 1934 Act and the 1934 Act Regulations, respectively.
2.1.15 AUTHORIZATION TO ACT ON BEHALF OF THE COMPANY. The Company
will, from time to time, after receiving a written request from an Agent,
deliver to the Agent(s) a certificate as to the names and signatures of
those persons authorized to act on behalf of the Company in relation to the
Program if such information has changed.
2.1.16 USE OF PROCEEDS. The Company will use the net proceeds received
by it from the issuance and sale of the Notes in the manner specified in
the Time of Sale Prospectus.
2.1.17 RESTRICTIONS ON ISSUANCE OF NOTES. The Company shall not issue
or agree to issue, during the period commencing on the date of a Terms
Agreement and continuing to and including the relevant Settlement Date with
respect to the Notes described therein, any notes or similar instruments
denominated in the same currency or substantially similar to such Notes, in
each case, without the prior written consent of the Agent(s).
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2.1.18 REVISIONS OF TIME OF SALE PROSPECTUS. If any event shall occur
or condition shall exist as a result of which it is necessary, in the
opinion of Agent Approved Counsel or counsel for the Company, to amend or
supplement the Time of Sale Prospectus being used to solicit offers to buy
Notes in writing in order that such Time of Sale Prospectus will not
include an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it shall be
necessary, in the opinion of such counsel, to amend or supplement such Time
of Sale Prospectus in order to comply with the requirements of the 1933 Act
or the 1933 Act Regulations, the Company shall give immediate notice,
confirmed in writing, to each of the applicable Agents, and the Company
will promptly prepare and, if applicable, file with the Commission, subject
to Section 2.1.7 hereof, such amendment or supplement as may be necessary
to correct such statement or omission or to make such Time of Sale
Prospectus comply with such requirements and the Company will furnish to
the applicable Agents, without charge, such number of copies of such
amendment or supplement as the applicable Agents may reasonably request.
2.1.19 PAYMENT OF FILING FEES. The Company shall pay the required
Commission filing fees relating to the Notes within the time required by
Rule 456(b)(1)(i) of the 1933 Act Regulations and otherwise in accordance
with Rules 456(b) and 457(r) of the 1933 Act Regulations (including, if
applicable, by updating the "Calculation of Registration Fee" table in
accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to
the Registration Statement or on the cover page of a prospectus filed
pursuant to Rule 424(b) of the 1933 Act Regulations).
2.2 SUSPENSION OF CERTAIN OBLIGATIONS. At any time when Notes are not being
offered under the Prospectus, the Company, as applicable, shall not be required
to comply with the provisions of Section 2.1.9, Section 2.1.10 or Section
2.1.11.
SECTION 3.
APPOINTMENT OF AGENTS; PURCHASES OF NOTES
3.1 APPOINTMENT. Subject to the terms and conditions stated herein, the
Company hereby agrees that the Notes will be sold to the Agent(s) as principal
pursuant to the terms of this Agreement. The Company agrees that, other than the
Purchasing Agent pursuant to the third paragraph of this Agreement, the Company
will not appoint any other agents, dealers or underwriters in connection with
the placement of the IncomeNotes.
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3.2 ARM'S-LENGTH TRANSACTION. The Company acknowledges and agrees that (i)
the purchase and sale of Notes pursuant to this Agreement, including the
determination of the public offering price of the Notes and any related
discounts and commissions, is an arm's-length commercial transaction between the
Company, on the one hand, and the Purchasing Agent and/or Agent(s), on the other
hand, (ii) in connection with the offering contemplated hereby and the process
leading to such transaction the Purchasing Agent and each Agent is and has been
acting solely as a principal and is not the agent or fiduciary of the Company or
its employees, (iii) neither the Purchasing Agent, nor any Agent has assumed or
will assume an advisory or fiduciary responsibility in favor of the Company with
respect to the offering contemplated hereby or the process leading thereto
(irrespective of whether such Purchasing Agent or Agent has advised or is
currently advising the Company on other matters) and neither the Purchasing
Agent nor any Agent has any obligation to the Company with respect to any
offering contemplated hereby except the obligations expressly set forth in this
Agreement or any Terms Agreement, (iv) the Purchasing Agent, the Agent(s) and
their respective affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of the Company, and (v) the Purchasing
Agent and the Agent(s) have not provided any legal, accounting, regulatory or
tax advice with respect to any offering contemplated hereby and the Company has
consulted its own legal, accounting, regulatory and tax advisors to the extent
it deemed appropriate.
3.3 INCOMENOTES. In connection with the issuance of notes described in the
Prospectus as Hartford Life IncomeNotes(sm) (the "INCOMENOTES") as amended and
supplemented and included in the Registration Statement, such IncomeNotes shall
be issued and sold only to the Purchasing Agent, as principal. All issuances and
sales of IncomeNotes to the Purchasing Agent shall be subject to the terms of
this Agreement and the applicable Terms Agreement, unless the Company and the
Purchasing Agent otherwise agree in writing.
3.4 MEDIUM-TERM NOTES. In connection with the issuance of notes described
in the Prospectus other than IncomeNotes (the "MEDIUM-TERM NOTES"), as amended
and supplemented and included in the Registration Statement, nothing in this
Agreement shall be construed to limit or restrict the ability of the Company to
issue and sell Medium-Term Notes directly to any Agent or to any other
underwriter pursuant to a distribution agreement other than this Agreement;
PROVIDED, that the terms of such other distribution agreement shall be no more
favorable to such underwriter than this Agreement. Any sale of Medium-Term Notes
to an Agent shall be subject to the terms of this Agreement and a Terms
Agreement, unless the Company and the relevant Agent(s) otherwise agree in
writing.
3.5 PURCHASES AS PRINCIPAL. The agreement of the Agent(s) to purchase Notes
shall be deemed to have been made on the basis of the representations,
warranties, covenants and agreements of the Company herein contained and shall
be subject to the
15
terms and conditions herein set forth. In connection with the resale of the
Notes purchased, without the consent of the Company, Agents are not authorized
to appoint sub-agents or to engage the service of any other broker or dealer;
PROVIDED, HOWEVER, that in connection with the resale of the IncomeNotes, the
Purchasing Agent may appoint any sub-agent or engage the service of any other
broker or dealer without the consent of the Company, so long as any such broker
or dealer engaged has entered into a Master Selected Dealer Agreement
substantially in the form attached hereto as Exhibit B.
3.6 PURCHASES AT DISCOUNT. Unless otherwise specified in the applicable
Terms Agreement, each purchase of Notes shall be at a discount from the
principal amount of each such Notes equivalent to the applicable percentage set
forth in Schedule 1 hereto.
3.7 ACTION BY THE COMPANY. The Agent(s) are aware that, other than
registering the Notes under the 1933 Act, the filing of required reports under
the 1934 Act and the actions required pursuant to Section 2.1.2, no action has
been or will be taken by the Company that would permit the offer or sale of the
Notes or the possession or distribution of the Prospectus or any other offering
material relating to the Notes in any jurisdiction where action for that purpose
is required.
3.8 AGGREGATE OFFERING LIMITATION. The Company shall not issue Notes with
an aggregate initial offering price in excess of the aggregate initial offering
price of Notes registered pursuant to the Registration Statement. The Agent(s)
shall have no responsibility for maintaining records with respect to the
aggregate initial offering price of Notes sold, and of otherwise monitoring the
availability of Notes for sale, under the Registration Statement.
3.9 ACKNOWLEDGEMENT. The Company and each Agent acknowledge that they
understand that (A) the Notes have not been registered as securities under any
state's securities laws, in reliance on the exemption set forth in Section 18 of
the 1933 Act and/or applicable interpretive guidance, and if the Company or any
Agent learns of any action by any state's insurance or securities regulatory
body (or of any change in state insurance or securities laws or regulations)
which creates a material risk that the sale of Notes in such state may violate
the insurance or securities laws of such state, the Company shall advise the
Agents of such risks and may direct the Agent(s) to cease all sales of Notes in
the affected states and, absent such direction, any Agent may elect to cease
sales of Notes in any or all affected states, PROVIDED, that such Agent shall
notify the Company of such election, and (B) the Company instructs the Agent(s)
to solicit offers to purchase Notes only as permitted or contemplated in the
Prospectus or in this Agreement and as permitted by the 1933 Act and the
applicable securities laws or regulations of any jurisdiction.
3.10 ADMINISTRATIVE PROCEDURES. Administrative procedural details relating
to the issuance and delivery of the Notes, and related matters, may be set forth
in written administrative procedures (the "ADMINISTRATIVE PROCEDURES") agreed to
and accepted by
16
the parties to the Issuance Documents. If previously so agreed to and accepted,
such Administrative Procedures shall apply to the transactions contemplated
hereunder and shall serve to define the administrative agreements of the
parties. Notwithstanding the foregoing, if the terms of the Administrative
Procedures conflict in any manner with the terms of any Issuance Document, as to
such conflicting term, the relevant Issuance Document shall govern.
3.11 MISCELLANEOUS. For purposes of this Agreement (other than Section 3.3
and Section 3.4), all references to Notes shall be deemed to include the
IncomeNotes and the Medium-Term Notes.
SECTION 4.
FREE WRITING PROSPECTUSES
4.1 FINAL TERM SHEET. (A) The Company covenants and agrees to (1) review
and (subject to such changes deemed appropriate by the Company and the Agent(s))
approve, at the reasonable request of the Agent(s) in connection with the offer
and sale of Medium-Term Notes, a final term sheet prepared by the Agent(s) (as
so approved, the "FINAL TERM SHEET") reflecting the final terms of such Notes,
and (2) file such Final Term Sheet pursuant to Rule 433 of the 1933 Act
Regulations and (B) if the Agent(s) had requested that the Company review and
approve such Final Term Sheet, the Agent(s) covenant and agree to convey final
terms, including the final pricing terms, relating to such Notes to the
purchasers of such Medium-Term Notes prior to the Time of Sale.
4.2 DELIVERY AND USE OF FREE WRITING PROSPECTUSES BY AGENTS. In connection
with the offer and sale of the Notes, each Agent covenants and agrees that,
except as otherwise provided in this Agreement, it will furnish the Company with
each proposed Free Writing Prospectus, other than a Free Writing Prospectus
including only information set forth in a Final Term Sheet filed pursuant to
Rule 433 of the 1933 Act Regulations, that (i) is required to be filed pursuant
to Rule 433(d) of the 1933 Act Regulations or (ii) is or will be a part of the
Time of Sale Prospectus relating to or to be used in connection with the offer
and sale of the Notes to be prepared by or on behalf of such Agent before its
first use and will not use any such Free Writing Prospectus to which the Company
objects. It is understood that an Agent's obligation to furnish any such form
shall be deemed satisfied if another Agent has so furnished such form. Each
Agent covenants and agrees that it will use a Free Writing Prospectus prepared
by or on behalf of such Agent only if such Free Writing Prospectus complies with
the requirements of the 1933 Act and the 1933 Act Regulations.
4.3 FREE WRITING PROSPECTUSES OF THE COMPANY. In connection with the offer
and sale of a series of Notes, the Company represents, warrants, covenants and
agrees that, without the prior consent of the Agent(s), it has not made and will
not make any offer
17
relating to such series of Notes that would constitute a Free Writing Prospectus
required to be filed pursuant to Rule 433 of the 1933 Act Regulations except for
any Final Term sheet or as identified to the Agents in the relevant Terms
Agreement; PROVIDED that to the extent that no Agent is involved in an offer and
sale of any series of Notes, no such prior consent shall be required.
4.4 DISTRIBUTION OF FREE WRITING PROSPECTUSES. Each Agent covenants and
agrees that it will not distribute any Free Writing Prospectus used or referred
to by such Agent in a manner reasonably designed to lead to its broad
unrestricted dissemination; provided, that such covenant and agreement shall not
apply to any such Free Writing Prospectus forming part of the Time of Sale
Prospectus or any such Free Writing Prospectus approved by the Company for broad
unrestricted dissemination (such consent not to be unreasonably withheld).
4.5 NO CONFLICTING INFORMATION. In connection with the offer and sale of
the Notes, any Free Writing Prospectus (i) that is required to be filed pursuant
to Rule 433(d) of the 1933 Act Regulations (including any Final Term Sheet),
(ii) that is or will be a part of the Time of Sale Prospectus relating to or to
be used in connection with such offer and sale of the Notes or (iii) the use of
which has been consented to by the applicable Agent(s) pursuant to Section 4.3
hereof is referred to herein as a "PERMITTED FREE WRITING PROSPECTUS". The
Company represents, warrants, covenants and agrees that each Permitted Free
Writing Prospectus, as of its first date of use and at all subsequent times
through the completion of the public offer and sale of the Notes or until any
earlier date that the issuer of such Permitted Free Writing Prospectus notified
or gives notice to the Agent(s) in accordance with Section 4.6 hereof, did not
and does not include any information that conflicted or conflicts with the
information contained in the Registration Statement, the applicable Time of Sale
Prospectus or the Prospectus; PROVIDED, HOWEVER, that no representation,
warranty, covenant or agreement is made with respect to information contained in
or omissions from such Permitted Free Writing Prospectus based upon and in
conformity with written information furnished to the Company by the applicable
Agent(s) specifically for use therein. Each Agent represents, warrants,
covenants and agrees that it shall not prepare and disseminate any Free Writing
Prospectus that contains information that conflicts with the information
contained in the Registration Statement, the applicable Time of Sale Prospectus
or the applicable Prospectus; PROVIDED, HOWEVER, that no representation,
warranty, covenant and agreement is made with respect to information in such
Free Writing Prospectus that has been furnished in writing by the Company to
such Agent specifically for the use therein.
4.6 FURTHER ASSURANCES. The Company covenants and agrees that if at any
time following issuance of a Permitted Free Writing Prospectus any event or
development occurred or occurs as a result of which such Permitted Free Writing
Prospectus conflicted or conflicts with the information in the Registration
Statement, any applicable Time of Sale Prospectus or the Prospectus or included
or includes an untrue statement of a
18
material fact or omitted or omits to state any material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, the Company will give prompt notice thereof to
the Agent(s) and, if requested by the Agent(s), will prepare and furnish without
charge to each Agent a Permitted Free Writing Prospectus or other document that
will correct such conflict, statement or omission. In the event that such
conflict, misstatement or omission is based upon and in conformity with written
information furnished to the Company by the applicable Agent(s) specifically for
use therein, the applicable Agent(s) shall use reasonable best efforts to assist
the Company in updating such previously furnished written information.
4.7 COPIES. The Company will deliver to each Agent, without charge, such
number of copies of each Free Writing Prospectus prepared by or on behalf of or
used or referred to by the Company as each such Agent may reasonably request. To
the extent applicable, each such document furnished to the Agent(s) will be
identical to any electronically transmitted copies thereof filed with the
Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T.
SECTION 5.
CONDITIONS OF AGENT'S OBLIGATIONS
Each Agent's obligations hereunder are subject to the following conditions:
5.1 OPINIONS. On the Settlement Date for the first series of Notes issued
under the Program (the "INITIAL SETTLEMENT DATE") and, if applicable, on the
first Settlement Date following the Company's filing with the Commission of its
annual report on Form 10-K, except as otherwise indicated in this Agreement or
otherwise agreed among the Company and the Agent(s), the Company shall have made
available to the Agent(s) or the Agent(s) shall have received the following
legal opinions, dated as of such Settlement Date and in form and substance
satisfactory to the Agent(s) (which shall be the bookrunning lead manager(s) in
the case of a syndicated issue):
5.1.1 OPINION OF INTERNAL COUNSEL FOR THE COMPANY. The opinion of
Internal Counsel for the Company to the effect set forth in Exhibit C
hereto and to such further effect as the Agent(s) may reasonably request;
5.1.2 OPINION CONCERNING CERTAIN FEDERAL SECURITIES MATTERS. The
opinion of Agent Approved Counsel to the effect set forth in Exhibit D
hereto and to such further effect as the Agent(s) may reasonably request;
19
5.1.3 OPINION CONCERNING CERTAIN NEW YORK LAW MATTERS. The opinion of
Agent Approved Counsel to the effect set forth in Exhibit E hereto and to
such further effect as the Agent(s) may reasonably request;
5.1.4 OPINION CONCERNING CERTAIN TAX MATTERS. The opinion of Company
External Counsel to the effect set forth in Exhibit F hereto, respectively,
and to such further effect as the Agent(s) may reasonably request;
5.1.5 OPINION OF COUNSEL FOR THE INDENTURE TRUSTEE. The opinion of
▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP or other external counsel reasonably
satisfactory to the Agent(s) (or the bookrunning lead manager(s), in the
case of a syndicated issue), as counsel for the Indenture Trustee, to the
effect set forth in Exhibit G hereto and to such further effect as the
Agent(s) may reasonably request.
5.2 NEGATIVE ASSURANCES. On the Initial Settlement Date and, on each date
specified in Section 6.3 hereof that is immediately preceding the Settlement
Date, if applicable, and unless otherwise agreed, the Agent(s) shall have
received the following negative assurances, dated as of the date thereof and in
form and substance satisfactory to the Agent(s) (which shall be the bookrunning
lead manager(s) in the case of a syndicated issue and the Purchasing Agent in
the case of an issue of IncomeNotes):
5.2.1 NEGATIVE ASSURANCE OF COMPANY APPROVED COUNSEL. The negative
assurance letter of Company Approved Counsel (as defined in Section 6.3
hereof) to the effect set forth in Exhibit H hereto; and
5.2.2 NEGATIVE ASSURANCE OF AGENT APPROVED COUNSEL. The negative
assurance letter of Agent Approved Counsel to the effect set forth in
Exhibit I hereto.
5.3 COMPANY CERTIFICATE. Unless otherwise agreed, on each Settlement Date
the Agent(s) shall have received a certificate of a vice president of the
Company with responsibility for the medium-term note business dated as of the
date thereof to the effect that (A) to the best of such vice president's
knowledge, there has been no material adverse change in the condition, financial
or otherwise, of the Company and its subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business, (B) the
representations and warranties of the Company herein contained are true and
correct with the same force and effect as though expressly made at and as of the
date of such certificate, (C) the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied at or prior to
the date of such certificate (except to the extent that such non-compliance has
no material effect on the Company's ability to perform the transactions
contemplated by the relevant Terms Agreement and the Time of Sale Prospectus)
and (D) no stop order suspending the effectiveness of the Registration Statement
has been issued and no proceedings for that purpose have been instituted, are
pending or, to the best of such person's knowledge, are threatened by the
Commission.
20
5.4 COMFORT LETTER. On the Initial Settlement Date and on each date
specified in Section 6.4 hereof that is immediately preceding the Settlement
Date, if applicable, and unless otherwise agreed, the Agent(s) shall have
received a letter from Deloitte & Touche LLP or its successor, as accountants to
the Company (the "ACCOUNTANTS"), dated as of the date thereof and in form and
substance satisfactory to the Agent(s) (or the bookrunning lead manager(s), in
the case of a syndicated issue) to the effect set forth in Exhibit J hereto.
5.5 CONDITIONS TO PURCHASE. The obligations of the Agent(s) to purchase
Notes as principal under this Agreement are further subject to the conditions
(A) of the accuracy of the representations and warranties, as of the date on
which such representations and warranties were made or deemed to be made
pursuant to Section 1 on the part of the Company, herein contained or contained
in any certificate of an officer of the Company, delivered pursuant to the
provisions hereof and the performance and observance by the Company of its
covenants and other obligations hereunder and (B) that the Registration
Statement is effective under the 1933 Act and no stop order suspending the
effectiveness of the Registration Statement shall have been issued under the
1933 Act or by any state, and no proceedings for such purpose shall have been
instituted or shall be pending or, to the knowledge of the Company, threatened
by the Commission or any state and any request on the part of the Commission or
any state for additional information shall have been complied with to the
reasonable satisfaction of Agent Approved Counsel.
5.6 NECESSARY DOCUMENTS. Each time the Registration Statement or the
Prospectus shall be amended or supplemented (other than by a pricing supplement)
by the filing of a post-effective amendment with the Commission, including the
filing by the Company of a Form 10-K or Form 10-Q under the Exchange Act, or, if
so agreed in a Terms Agreement, the Company shall furnish Agent Approved Counsel
with such documents and opinions as may reasonably be required for the purpose
of enabling such Agent Approved Counsel to pass upon the issuance and sale of
Notes as herein contemplated, or in order to evidence the accuracy and
completeness of any of the representations and warranties, or the fulfillment of
any of the conditions, contained herein; and all proceedings taken by the
Company in connection with the issuance and sale of Notes as herein contemplated
shall be reasonably satisfactory in form and substance to the Agent(s) and Agent
Approved Counsel.
5.7 FAILURE TO SATISFY CONDITIONS. If, after the entry into a Terms
Agreement, any condition specified in this Section 5 shall not have been
fulfilled when and as required to be fulfilled, such Terms Agreement may be
terminated by any Agent (as to itself only) by notice to the Company at any time
and any such termination shall be without liability of any party to any other
party except as provided in Section 12 hereof and except that Section 7, Section
8.3, Section 10 and Section 11 hereof shall survive any such termination and
remain in full force and effect.
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SECTION 6.
REGISTRATION STATEMENT AMENDMENTS; COMPANY PERIODIC REPORTS
6.1 AFFIRMATION OF REPRESENTATIONS AND WARRANTIES. The execution of a Terms
Agreement and the delivery of the related Notes to an Agent shall be deemed to
be an affirmation that the representations and warranties of the Company made to
the Agent(s) and in any certificate theretofore delivered pursuant hereto are
true and correct at the time of such acceptance or sale, as the case may be, and
an undertaking that such representations and warranties will be true and correct
at the time of delivery to the Agent(s) of such Notes relating to such
acceptance or sale as though made at and as of each such time (and it is
understood that such representations and warranties shall relate to the
Registration Statement, the Prospectus and the Time of Sale Prospectus as
amended and supplemented to each such time).
6.2 SUBSEQUENT DELIVERY OF COMPANY CERTIFICATE. In the event that:
6.2.1 the Registration Statement or Prospectus has been amended or
supplemented (other than (a) by an amendment or supplement providing solely
for the determination of the variable terms of the Notes or (b) in
connection with the filing of any report under Section 13 or 15(d) of the
▇▇▇▇ ▇▇▇) (each, a "REGISTRATION STATEMENT AMENDMENT"), or
6.2.2 the Company has filed, pursuant to the 1934 Act, its quarterly
report on Form 10-Q or annual report on Form 10-K, as the case may be
(each, a "COMPANY PERIODIC REPORT"),
then the Company shall furnish or cause to be furnished to the Agent(s)
promptly upon such Registration Statement Amendment or Company Periodic
Report, as applicable, a certificate dated the date of filing or
effectiveness of the Registration Statement Amendment, as applicable, or
the date of the Company Periodic Report, as the case may be, in a form
reasonably satisfactory to the Agent(s) to the effect that the statements
contained in the certificate referred to in Section 5.3 hereof which was
last furnished to the Agent(s) are true and correct in all material
respects at the date of filing or effectiveness of the Registration
Statement Amendment, as applicable, or the date of the Company Periodic
Report, as the case may be, as though made at and as of such date or, in
lieu of such certificate, a certificate of substantially the same tenor as
the certificate referred to in Section 5.3 hereof, modified as necessary to
relate to the Registration Statement Amendment or Company Periodic Report
to the date of delivery of such certificate.
22
6.3 SUBSEQUENT DELIVERY OF NEGATIVE ASSURANCES. In the event of:
6.3.1 a Registration Statement Amendment, or
6.3.2 a Company Periodic Report,
then the Company shall furnish or cause to be furnished to the Agent(s),
promptly upon such Registration Statement Amendment or Company Periodic
Report, as the case may be, the negative assurance of external counsel
selected by the Company and reasonably satisfactory to the Agent(s) or
internal legal counsel to the Company which shall be at least an Associate
Counsel to the Company (in either case, the "COMPANY APPROVED COUNSEL") and
the negative assurance of Agent Approved Counsel, each dated the date of
filing or effectiveness of such Registration Statement Amendment, as
applicable, or the date of the Company Periodic Report, as the case may be,
in form and substance satisfactory to the Agent(s), of substantially the
same tenor as the negative assurances referred to in Section 5.2.1 and
Section 5.2.2 hereof, respectively, but modified, as necessary, to relate
to the Registration Statement and the Prospectus as amended and
supplemented to the time of delivery of such negative assurance or, in lieu
of such negative assurance, counsel last furnishing such negative assurance
to the Agent(s) shall furnish such Agent(s) with a letter substantially to
the effect that the Agent(s) may rely on such last negative assurance to
the same extent as though it was dated the date of such letter authorizing
reliance (except that statements in such last negative assurance shall be
deemed to relate to the Registration Statement and the Prospectus as
amended and supplemented to the time of delivery of such letter authorizing
reliance).
6.4 SUBSEQUENT DELIVERY OF COMFORT LETTER. In the event of:
6.4.1 a Registration Statement Amendment, or
6.4.2 a Company Periodic Report,
then the Company shall cause the Accountants forthwith to furnish to the
Agent(s), promptly upon such Registration Statement Amendment or Company
Periodic Report, as the case may be, a letter, dated the date of filing or
effectiveness of such Registration Statement Amendment, as applicable, or
the date of the Company Periodic Report, as the case may be, in form
reasonably satisfactory to the Agent(s), of substantially the same tenor as
the letter referred to in Section 5.4 hereof but modified to relate to the
Registration Statement and Prospectus as amended and supplemented to the
date of such letter; PROVIDED
23
HOWEVER, that if the Registration Statement or Prospectus is amended or
supplemented solely to include unaudited financial information as of and
for a fiscal quarter, the Accountants may limit the scope of such letter to
the unaudited financial statements included in such amendment or
supplement.
SECTION 7.
INDEMNIFICATION AND CONTRIBUTION
7.1 The Company agrees to indemnify and hold harmless each Agent, its
officers and directors and each person, if any, who controls such Agent within
the meaning of Section 15 of the 1933 Act against any and all loss, liability,
claim, damage and expense whatsoever, as incurred, arising out of an untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto) or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading, or arising out of an untrue
statement or alleged untrue statement of a material fact included in any
Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus (or any
amendment or supplement thereto) or any Permitted Free Writing Prospectus, or
the omission or alleged omission therefrom of a material fact necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading; provided, HOWEVER, that this indemnity does not apply
to (i) any loss, liability, claim, damage or expense to the extent arising out
of an untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with information furnished to the Company by
such Agent expressly for use in the Registration Statement (or any amendment
thereto) or any Preliminary Prospectus, the Time of Sale Prospectus or the
Prospectus (or any amendment or supplement thereto), or any Permitted Free
Writing Prospectus or (ii) any loss, liability, claim, damage or expense arising
out of any statements in or omissions from that part of the Registration
Statement which constitutes the Statements of Eligibility (Form T-1) under the
1939 Act of the Indenture Trustee.
7.2 Each Agent agrees, severally but not jointly, to indemnify and hold
harmless the Company and each of its respective directors and officers that
signed the Registration Statement and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act, against any and all
loss, liability, claim, damage and expense described in the indemnity contained
in Section 7.1 hereof, as incurred, but only with respect to untrue statements
or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto) or any Preliminary Prospectus,
the Time of Sale Prospectus or the Prospectus (or any amendment or supplement
thereto) or any applicable Permitted Free Writing Prospectus in reliance upon
and in conformity with information furnished to the Company by such Agent
expressly for use in the Registration Statement (or any amendment thereto) or
such Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus (or
any amendment or supplement thereto) or any applicable Permitted Free Writing
Prospectus.
24
7.3 Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. In the case of parties indemnified
pursuant to Section 7.1 hereof, counsel to the indemnified parties shall be
selected by the Company and, in the case of parties indemnified pursuant to
Section 7.2 hereof, counsel to the indemnified parties shall be selected by the
Agent(s). Counsel to the indemnifying party may, with the consent of the
indemnified party, also be counsel to the indemnified party. In no event shall
the indemnifying parties be liable for fees and expenses of more than one
counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances.
No indemnifying party shall, without the prior written consent of the
indemnified parties, which consent shall not be unreasonably withheld, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 7 (whether or
not the indemnified parties are actual or potential parties thereto); unless
such settlement, compromise or consent (i) is for monetary damages only, (ii)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (iii)
does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.
7.4 If the indemnification provided for in this Section 7 is for any reason
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, liabilities, claims, damages or expenses referred to therein
(other than as provided therein), then each indemnifying party shall contribute
to the aggregate amount of such losses, liabilities, claims, damages and
expenses incurred by such indemnified party, as incurred, (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company, on
one hand, and the Agent(s), on the other hand, from the offering of the Notes,
as the case may be, that were the subject of the claim for indemnification or
(ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Company, on one hand, and the Agent(s), on the other hand, in connection with
the statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.
25
The relative benefits received by the Company, on the one hand, and the
Agent(s), on the other hand, in connection with the offering of the Notes, as
the case may be, that were the subject of the claim for indemnification shall be
deemed to be in the same respective proportions as the total net proceeds from
the offering of such Notes (before deducting expenses) received by the Company
and the total discount received by the Agent(s), as the case may be, bears to
the aggregate initial offering price of such Notes.
The relative fault of the Company, on one hand, and the Agent(s), on the
other hand, shall be determined by reference to, among other things, whether any
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the
Company, on one hand, or by the Agent(s), on the other hand, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
The parties agree that it would not be just and equitable if contribution
pursuant to this Section 7.4 were determined by pro rata allocation (even if the
Agent(s) were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this Section 7.4. The aggregate amount of losses, liabilities,
claims, damages and expenses incurred by an indemnified party and referred to
above in this Section 7.4 shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any applicable untrue or alleged untrue statement or omission or
alleged omission.
Notwithstanding the provisions of this Section 7.4, (i) no Agent shall be
required to contribute any amount in excess of the amount by which the total
price, at which the Notes underwritten by such Agent and distributed to the
public, were offered to the public exceeds the amount of any damages which such
Agent has otherwise been required to pay by reason of any applicable untrue or
alleged untrue statement or omission or alleged omission and (ii) no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the ▇▇▇▇ ▇▇▇) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. In addition, in connection with an
offering of Notes purchased from the Company by two or more Agent(s) as
principal, the respective obligations of such Agent(s) to contribute pursuant to
this Section 7.4 are several, and not joint, in proportion to the aggregate
principal amount of Notes that each such Agent has agreed to purchase from the
Company.
For purposes of this Section 7.4, each director and officer of an Agent and
each person, if any, who "controls," within the meaning of Section 15 of the
1933 Act, an Agent shall have the same rights to contribution as such Agent, and
each director and
26
officer of the Company, and each person, if any, who "controls," within the
meaning of Section 15 of the 1933 Act, the Company shall have the same rights to
contribution as the Company, as applicable.
SECTION 8.
TERMINATION
8.1 TERMINATION OF THIS AGREEMENT. This Agreement (other than any Terms
Agreement) may be terminated for any reason, at any time by (i) the Company as
to all Agents (other than the Purchasing Agent) or one or more but less than all
the Agents (other than the Purchasing Agent) upon the giving of 10 days' prior
written notice of such termination to the applicable Agent(s) (other than the
Purchasing Agent), (ii) the Company as to the Purchasing Agent upon the giving
of 30 days' prior written notice to the Purchasing Agent and (iii) an Agent, as
to itself, upon the giving of 10 days' prior written notice to the Company.
8.2 TERMINATION OF AGREEMENT TO PURCHASE NOTES AS PRINCIPAL. The Agent(s)
(or the bookrunning lead manager(s), in the case of a syndicated issue) may
terminate any Terms Agreement to purchase Notes immediately upon written notice
to the Company, at any time on or prior to the Settlement Date relating thereto,
if (i) there has been, since the time of such agreement or since the respective
dates as of which information is given in the Time of Sale Prospectus, any
material adverse change in the condition, financial or otherwise, of the Company
and its subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, (ii) there has occurred any material adverse change
in the financial markets in the United States or any outbreak of hostilities or
major escalation of existing hostilities or other calamity or crisis or any
similar major change or event (including, without limitation, an act of
terrorism) involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which is
such as to make it, in the reasonable judgment of the Agent(s) (or the
bookrunning lead manager(s), in the case of a syndicated issue) after
consultation with the Company, impracticable to market such Notes or enforce
contracts for the sale of such Notes, (iii) trading in any securities of The
Hartford Financial Services Group, Inc. (the "CORPORATION") or the Company has
been suspended or materially limited by the Commission or The New York Stock
Exchange, or if trading generally on The New York Stock Exchange or the American
Stock Exchange or in the Nasdaq National Market has been suspended or materially
limited, in each case the effect of which is such as to make it, in the
reasonable judgment of the Agent(s) (or bookrunning lead manager(s), in the case
of a syndicated issue) after consultation with the Company, impracticable to
market such Notes or enforce contracts for the sale of such Notes, (iv) a
banking moratorium has been declared by either Federal or New York authorities
or a material disruption has occurred in commercial banking or securities
settlement or clearance services in the United States, in each case the effect
of which is
27
such as to make it, in the reasonable judgment of the Agent(s) (or bookrunning
lead manager(s), in the case of a syndicated issue) after consultation with the
Company, impracticable to market such Notes or enforce contracts for the sale of
such Notes or (v) the rating assigned by any nationally recognized statistical
rating organization to the Program, any Notes or any other debt securities, any
other securities or the financial strength of the Company as of the date of such
agreement shall have been lowered or withdrawn since that date or if any such
rating organization shall have publicly announced that it has under surveillance
or review its rating of the Program, any Notes or any such other debt
securities, any other securities or the financial strength of the Company.
8.3 GENERAL. In the event of any termination under Section 8.2 above,
neither party will have any liability to the other party hereto, except that the
covenant set forth in Section 2.1.13 hereof, the indemnity and contribution
agreements set forth in Section 7 hereof and the provisions of Section 10,
Section 11 and Section 12 hereof shall remain in effect.
SECTION 9.
NOTICES
Except as otherwise specifically provided herein, all statements, requests,
notices and advices hereunder shall be in writing, or if by telephone, promptly
confirmed in writing, and if to an Agent shall be sufficient in all respects if
delivered in person or sent by facsimile transmission (confirmed in writing), or
registered mail to such Agent at its address or facsimile number set forth in
this Agreement, or the relevant Terms Agreement, and if to the Company shall be
sufficient in all respects if delivered or sent by facsimile transmission
(confirmed in writing) or registered mail to the Company at the applicable
address specified below. All such notices shall be effective on receipt.
If to the Company:
Hartford Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Or, if by U.S. Mail, to:
▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice President and Actuary
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
28
With a copy to:
Hartford Life Insurance Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Or, if by U.S. Mail, to:
▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇▇
Deputy General Counsel
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
If to the Purchasing Agent:
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ "Chip" ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
Bear, ▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: HG Capital Markets
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Agents:
To each Agent at the address specified in the relevant Terms Agreement
or at such other address as such party may designate from time to time by
notice duly given in accordance with the terms of this Section 9.
29
SECTION 10.
PARTIES
This Agreement shall be binding upon the Agent(s) and the Company, and
inure solely to the benefit of the Agent(s) and the Company and any other person
expressly entitled to indemnification hereunder and the respective personal
representatives, successors and assigns of each, and no other person shall
acquire or have any rights under or by virtue of this Agreement.
SECTION 11.
GOVERNING LAW
PURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK, THIS AGREEMENT AND ALL THE RIGHTS AND OBLIGATIONS OF THE PARTIES SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
SECTION 12.
FEES AND EXPENSES
12.1 COMPANY LIABILITY FOR PROGRAM EXPENSES. The Company will pay the
expenses related to the Program and the issuance of the Notes, either directly,
pursuant to this Agreement (including through the performance of the obligations
of the Company), or through the Expense and Indemnity Agreement (as defined in
the Indenture), including the following:
(i) the preparation, filing, printing and delivery of the Registration
Statement and any amendments and supplements thereto;
(ii) fees and expenses relating to the issuance of Notes and the cost
of obtaining CUSIP or other identification numbers for the Notes;
(iii) the fees charged by the nationally recognized statistical rating
organizations selected for the rating of the Program and the Notes;
(iv) the fees and disbursements of the Company's accountants, counsel
and other advisors or agents;
30
(v) the qualification of the Notes under securities laws in accordance
with the provisions of Section 2.1.2 hereof, including filing fees and the
fees and disbursements of counsel for the Agents incurred in connection
with the preparation and delivery any blue sky memorandum to be delivered
subsequent to the Initial Settlement Date as reasonably requested by the
applicable Agent;
(vi) the filing fees incident to the review of the program, if any, by
the National Association of Securities Dealers, Inc.;
(vii) the fees and expenses incurred in connection with any listing of
Notes on a securities exchange; and
(viii) any costs and expenses (including, without limitation, any
damages or other amounts payable in connection with legal or contractual
liability) resulting directly from the reforming of any contracts for any
sale of Notes made by an Agent caused by a breach of the representation
contained in the seventh sentence of Section 1.1.5 hereof (including the
application of clause (B) of the eighth sentence of Section 1.1.5 hereof).
(ix) unless otherwise specified in the relevant Terms Agreement, the
reasonable fees and expenses of Agent Approved Counsel.
12.2 EXPENSES OF AGENTS. The Company shall agree to pay or reimburse an
Agent for certain expenses such Agent may incur in connection with the Program.
Such expenses shall be paid or reimbursed only to the extent described in this
Agreement or other written agreement between the Company and such Agent. Each
Agent agrees that, except as provided in this Agreement or other written
agreement, each Agent is responsible for its own expenses.
12.3 REIMBURSEMENT AFTER TERMINATION. In the event that the proposed
offering of Notes is not completed pursuant to Section 8.2, the Company will
reimburse the Agent(s) for the expenses set forth in this Agreement and any
other written agreement between the Company and such Agent(s).
SECTION 13.
MISCELLANEOUS
13.1 POWER OF ATTORNEY. If this Agreement is executed by or on behalf of
any party, such person hereby states that at the time of the execution of this
Agreement such person has no notice of revocation of the power of attorney by
which he has executed this Agreement as such attorney.
31
13.2 COUNTERPARTS. This Agreement may be executed by each of the parties
hereto in any number of counterparts, and by each of the parties hereto on
separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument. Facsimile signatures shall
be deemed original signatures.
13.3 AMENDMENT. This Agreement may be amended or supplemented if, but only
if, such amendment or supplement is in writing and is signed by the Company and
the Agent(s). The Company may from time to time nominate any institution as an
Agent hereunder in relation to a particular series or tranche of Notes only; in
which event, upon confirmation by such institution of an agent accession letter
(the "AGENT ACCESSION LETTER") in the terms substantially in the form of Exhibit
K, such institution shall become party hereto, subject as provided below, with
all the authority, rights, powers, duties and obligations of an Agent as if
originally a party to this Agreement; PROVIDED FURTHER that, following the issue
of the relevant Notes in respect of the relevant series or tranche, the relevant
new Agent shall have no further authority, rights, powers, duties or obligations
except as such as may have accrued or been incurred prior to, or in connection
with, the issue of such series or tranche of Notes (which includes but is not
limited to any rights contained in Section 7 and Section 12 of this Agreement).
32
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers, as of the date hereof.
HARTFORD LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: AVP, IIP
BEAR, ▇▇▇▇▇▇▇ & CO. INC.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇
Title: Senior Managing Director
LIST OF EXHIBITS AND SCHEDULES
EXHIBITS
Exhibit A Form of Terms Agreement
Exhibit B Form of Master Selected Dealer Agreement
Exhibit C Opinion of Internal Counsel for the Company
Exhibit D Opinion of Agent Approved Counsel Concerning Federal Securities Law
Exhibit E Opinion of Agent Approved Counsel Concerning New York Law
Exhibit F Opinion of Company External Counsel Concerning Tax
Exhibit G Opinion of Counsel for the Indenture Trustee
Exhibit H Negative Assurance Letter of Company Approved Counsel
Exhibit I Negative Assurance Letter of Agent Approved Counsel
Exhibit J Comfort Letter from Accountants to the Company
Exhibit K Form of Agent Accession Letter
SCHEDULES
Schedule 1 Discount Determination for Agents
EXHIBIT K
HARTFORD LIFE INSURANCE COMPANY
AGENT ACCESSION LETTER
[New Agent]
[Address]
Dear Sirs and Madams,
HARTFORD LIFE INSURANCE COMPANY
SENIOR NOTES PROGRAM (THE "PROGRAM")
Reference is made to the Distribution Agreement, dated September 8, 2006
entered into in respect of the above Program (such agreement, as modified or
amended from time to time, the "Distribution Agreement") among Hartford Life
Insurance Company (the "Company"), Bear, ▇▇▇▇▇▇▇ & Co. Inc. and the Agents from
time to time party thereto, and the Company has the pleasure of inviting you to
become an Agent in respect of [specify Series [Tranche] of Notes (the "Notes")]
subject to and in accordance with the terms of the Distribution Agreement and
the relevant Terms Agreement, a copy of which have been supplied to you by the
Company. In addition, the Company encloses the relevant letters from counsel to
the Company and Deloitte & Touche LLP entitling you to rely on the original
letters referred to in Section 5 to the Distribution Agreement, as such letters
may have been amended or supplemented, together with copies of such original,
amended or supplemented letters. Please return to the Company a copy of this
letter signed by an authorized signatory whereupon the Company will appoint you
an Agent for the purposes of the Distribution Agreement, with, all the
authority, rights, powers, duties and obligations of an Agent under the
Distribution Agreement except that, following the issue of the Notes, you shall
have no further authority, rights, powers, duties or obligations except such as
may have accrued or been incurred prior to, or in connection with, the issue of
the Notes.
This letter is governed by, and shall be construed in accordance with, the laws
of the State of New York. The provisions of Section 11 of the Distribution
Agreement shall apply to this letter as if set out herein in full.
Yours faithfully,
HARTFORD LIFE INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
Date:
CONFIRMATION
We hereby accept the appointment by the Company as an Agent and accept all of
the duties and obligations under, and the terms and conditions of, the
Distribution Agreement upon the terms of this letter but only in respect of
[specify Series [Tranche] of Notes].
We confirm that we are in receipt of all the documents which we have requested
and have found them to be satisfactory.
For the purposes of the Distribution Agreement, our communications details are
as set out below.
[NEW AGENT]
By:
---------------------------------
Name:
Title:
Date: [ ]
Address: [ ]
Telex: [ ]
Facsimile: [ ]
Attention: [ ]
Copies to:
The Indenture Trustee and the existing Paying Agent
Bear, ▇▇▇▇▇▇▇ & Co. Inc.