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Exhibit 1.1
HARTFORD LIFE, INC.
DEBT SECURITIES
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UNDERWRITING AGREEMENT
GENERAL TERMS AND CONDITIONS
............... , 1997
To the Underwriters named in
Schedule I to the applicable Pricing Agreement.
Ladies and Gentlemen:
From time to time Hartford Life, Inc., a Delaware corporation (the
"Company"), proposes to enter into one or more Pricing Agreements in the form of
Annex I hereto which incorporates by reference these Underwriting Agreement
General Terms and Conditions (each, a "Pricing Agreement"), with such additions
and deletions as the parties thereto may determine, and, subject to the terms
and conditions stated herein and therein, to issue and sell to the firms named
in Schedule I to the applicable Pricing Agreement (such firms constituting the
"Underwriters" with respect to such Pricing Agreement and the securities
specified therein) certain of its debt securities (the "Securities") specified
in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the "Designated Securities").
The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement relating thereto and in or
pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.
1. Particular sales of Designated Securities may be made from time to
time to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to an Underwriter or Underwriters who act without any firm
being designated as its or their representatives. The obligation of the Company
to issue and sell any of the Securities and the obligation of any of the
Underwriters to purchase any of the Securities shall be evidenced by the Pricing
Agreement with respect to the Designated Securities specified therein. Each
Pricing Agreement shall specify the aggregate principal amount of such
Designated Securities, the initial public offering price of such Designated
Securities, the purchase price to the Underwriters of such Designated
Securities, the names of the Underwriters of such Designated Securities, the
names of the Representatives of such Underwriters and the principal amount of
such Designated Securities to be purchased by each Underwriter and shall set
forth the date, time and manner of delivery of such Designated Securities and
payment therefor. The Pricing Agreement shall also specify (to the extent not
set forth in the Indenture and the registration statement and prospectus with
respect thereto) the terms of such Designated Securities. A Pricing Agreement
shall be in the form of an executed writing (which may be in counterparts), and
may be evidenced by an exchange of telegraphic communications or any other rapid
transmission device designed to produce a written record of communications
transmitted. The obligations of the Underwriters under any Pricing Agreement
shall be several and not joint.
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2. The Company represents and warrants to, and agrees with, each of
the Underwriters that:
(a) A registration statement on Form S-3 (File No. 333-21865) in
respect of the Securities has been filed with the Securities and Exchange
Commission (the "Commission"); such registration statement and any
post-effective amendment thereto, each in the form heretofore delivered or
to be delivered to the Representatives and, excluding exhibits to such
registration statement, but including all documents incorporated by
reference in the prospectus contained therein, to the Representatives for
each of the other Underwriters, have been declared effective by the
Commission in such form; no other document with respect to such
registration statement or document incorporated by reference therein has
heretofore been filed or transmitted for filing with the Commission (other
than prospectuses filed pursuant to Rule 424(b) of the rules and
regulations of the Commission under the Securities Act of 1933, as amended
(the "Act"), each in the form heretofore delivered to the
Representatives); and no stop order suspending the effectiveness of such
registration statement has been issued and no proceeding for that purpose
has been initiated or threatened by the Commission (any preliminary
prospectus included in such registration statement or filed with the
Commission pursuant to Rule 424(a) of the rules and regulations of the
Commission under the Act, is hereinafter called a "Preliminary
Prospectus"; the various parts of such registration statement, including
all exhibits thereto and the documents incorporated by reference in the
prospectus contained in the registration statement at the time such part
of the registration statement became effective but excluding Form T-1,
each as amended at the time such part of the registration statement became
effective, are hereinafter collectively called the "Registration
Statement"; the prospectus relating to the Securities, in the form in
which it has most recently been filed, or transmitted for filing, with the
Commission on or prior to the date of this Agreement, being hereinafter
called the "Prospectus"; any reference herein to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to the applicable
form under the Act, as of the date of such Preliminary Prospectus or
Prospectus, as the case may be; any reference to any amendment or
supplement to any Preliminary Prospectus or the Prospectus shall be deemed
to refer to and include any documents filed after the date of such
Preliminary Prospectus or Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in such Preliminary Prospectus or Prospectus, as
the case may be; any reference to any amendment to the Registration
Statement shall be deemed to refer to and include any annual report of the
Company filed pursuant to Sections 13(a) or 15(d) of the Exchange Act
after the effective date of the Registration Statement that is
incorporated by reference in the Registration Statement; and any reference
to the Prospectus as amended or supplemented shall be deemed to refer to
the Prospectus as amended or supplemented in relation to the applicable
Designated Securities in the form in which it is filed with the Commission
pursuant to Rule 424(b) under the Act in accordance with Section 5(a)
hereof, including any documents incorporated by reference therein as of
the date of such filing);
(b) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the Act or
the Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; and any
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further documents so filed and incorporated by reference in the Prospectus
or any further amendment or supplement thereto, when such documents become
effective or are filed with the Commission, as the case may be, will
conform in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply
to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by an Underwriter of
Designated Securities through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Securities;
(c) The Registration Statement and the Prospectus conform, and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of
the Act and the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act") and the rules and regulations of the Commission thereunder
and do not and will not, as of the applicable effective date as to the
Registration Statement and any amendment thereto and as of the applicable
filing date as to the Prospectus and any amendment or supplement thereto,
contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the
Company by an Underwriter of Designated Securities through the
Representatives expressly for use in the Prospectus as amended or
supplemented relating to such Securities;
(d) Except as described in or contemplated by the Registration
Statement and the Prospectus, there has not been any material adverse
change in, or any adverse development which materially affects, the
business, properties, financial condition or results of operations of the
Company and its subsidiaries taken as a whole from the dates as of which
information is given in the Registration Statement and the Prospectus;
and, since the respective dates as of which information is given in the
Registration Statement and the Prospectus, there has not been any change
in the consolidated capital stock or any material increase in the
consolidated long-term debt of the Company and its subsidiaries or any
material adverse change, or any development involving a prospective
material adverse change, in or affecting the general affairs, management,
financial position, and stockholders' equity or results of operations (in
each case considered on either a statutory or U.S. generally accepted
accounting principles ("GAAP") basis) of the Company and its subsidiaries
taken as a whole, otherwise than as set forth or contemplated in the
Prospectus;
(e) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Delaware,
with full corporate power and authority to own its properties and conduct
its business as described in the Prospectus, and has been duly qualified
as a foreign corporation for the transaction of business and is in good
standing under the laws of each other jurisdiction in which it owns or
leases properties or conducts any business so as to require such
qualification except where the failure to be so qualified in any such
jurisdiction would not have, individually or in the aggregate with such
other failures, a material adverse effect on the financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries,
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considered as a whole; and each of Hartford Life and Accident Insurance
Company, a Connecticut corporation ("HLAIC"), Hartford Life Insurance
Company, a Connecticut corporation ("HLIC"), ITT Hartford Life and Annuity
Insurance Company, a Connecticut corporation ("ITTL"), American Maturity
Life Insurance Company, a Connecticut corporation, ITT Hartford Life
International, Ltd., a Bermuda corporation, and ITT Hartford International
Life Reassurance Corp., a Connecticut corporation (collectively referred
to herein as the "Significant Subsidiaries" and individually as a
"Significant Subsidiary") has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its
jurisdiction of incorporation with full corporate power and authority to
own its properties and conduct its business as described in the
Prospectus, and has been duly qualified for the transaction of business
and is in good standing as a foreign corporation under the laws of each
other jurisdiction in which it owns or leases properties, or conducts any
business, so as to require such qualification, except where the failure to
be so qualified in any such jurisdiction would not have, individually or
in the aggregate with such other failures, a material adverse effect on
the financial position, stockholders' equity or results of operations of
the Company and its subsidiaries, considered as a whole;
(f) The Company has made all required filings under applicable
insurance holding company statutes, and has received approvals of
acquisition of control and/or affiliate transactions in each jurisdiction
in which such filings or approvals are required, except where the failure
to have made such filings or receive such approvals in any such
jurisdiction would not have, individually or in the aggregate with other
such failures, a material adverse effect on the financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, considered as a whole; each Significant Subsidiary that is
required to be organized and licensed as an insurance company in its
jurisdiction of incorporation is duly organized and licensed as an
insurance company in its respective jurisdiction of incorporation, and
each Significant Subsidiary is duly licensed or authorized as an insurer
in each other jurisdiction in which such licensing or authorization is
required, except where the failure to be so licensed or authorized in any
such jurisdiction would not have, individually or in the aggregate with
other such failures, a material adverse effect on the financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, considered as a whole; the Company and each of its
Significant Subsidiaries have all other necessary authorizations,
approvals, orders, consents, certificates, permits, registrations or
qualifications of and from all insurance regulatory authorities to conduct
their respective businesses as described in the Prospectus, except where
the failure to have such authorizations, approvals, orders, consents,
licenses, certificates, permits, registrations or qualifications would not
have, individually or in the aggregate with other such failures, a
material adverse effect on the financial position, stockholders' equity or
results of operations of the Company and its subsidiaries, considered as a
whole;
(g) Without limiting the foregoing, the Company and its
Significant Subsidiaries, as applicable, have filed all notices, reports,
documents or other information required to be filed by them pursuant to,
and have obtained all authorizations, approvals, orders, consents,
licenses, certificates, permits, registrations or qualifications required
to be obtained under, and have otherwise complied with all requirements
of, all applicable insurance laws and regulations in connection with the
issuance and sale of the Designated Securities, except for such
authorizations, approvals, orders, consents, licenses, certificates,
permits, registrations or qualifications which the failure to make, obtain
or comply with would not have, individually or in the aggregate with such
other failures, a material adverse effect on the financial position,
stockholders' equity or results of operations
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of the Company and its subsidiaries, considered as a whole, and which will
not affect the validity, performance or consummation of the transactions
contemplated by the Pricing Agreement with respect to the Designated
Securities.
(h) The Company and each of its Significant Subsidiaries that is
an insurance company is in compliance with the requirements of the
insurance laws and regulations of its jurisdiction of incorporation and
the insurance laws and regulations of other jurisdictions which are
applicable to the Company and each such Significant Subsidiary, and has
filed all notices, reports, documents or other information required to be
filed thereunder, except where the failure to so comply or file would not,
individually or in the aggregate with other such failures, have a material
adverse effect on the financial position, stockholders' equity or results
of operations of the Company and its subsidiaries, considered as a whole;
(i) The Company has an authorized capitalization as set forth in
the Prospectus, and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued and are fully
paid and non-assessable; and all of the issued shares of capital stock of
each Significant Subsidiary of the Company have been duly and validly
authorized and issued, are fully paid and non-assessable and (except for
directors' qualifying shares) are owned directly or indirectly by the
Company, free and clear of all liens, encumbrances, equities or claims;
(j) The Securities have been duly authorized, and, when Designated
Securities are issued and delivered pursuant to the Pricing Agreement with
respect to such Designated Securities, such Designated Securities will
have been duly executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the Company entitled
to the benefits provided by the Indenture, which will be substantially in
the form filed as an exhibit to the Registration Statement; the Indenture
has been duly authorized and duly qualified under the Trust Indenture Act
and, at the Time of Delivery for such Designated Securities (as defined in
Section 4 hereof), the Indenture will constitute a valid and legally
binding instrument, enforceable in accordance with its terms, subject, as
to enforcement, to bankruptcy, insolvency, reorganization and other laws
of general applicability relating to or affecting creditors' rights and to
general equity principles; and the Indenture conforms, and the Designated
Securities will conform, to the descriptions thereof contained in the
Prospectus as amended or supplemented with respect to such Designated
Securities; and upon the issuance and sale of the Designated Securities
and the application of the proceeds of each such offering as set forth in
the Prospectus, the Company would have the adjusted capitalization as
shown therein.
(k) The issue and sale of the Securities by the Company, the
entering into and performance of the Indenture and the Pricing Agreement
with respect to the Designated Securities and the consummation of the
transactions therein contemplated have in each case been duly authorized
by all necessary corporate and shareholder action on the part of the
Company; the issue and sale of the Securities by the Company and the
compliance by the Company with all the provisions of the Securities, the
Indenture and the Pricing Agreement with respect to the Designated
Securities and the consummation of the transactions therein contemplated
have not conflicted with or resulted in a breach or violation of any of
the terms or provisions of, or constituted a default under, and will not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which
the Company or any of its Significant Subsidiaries is a party or by which
the Company or any of its Significant Subsidiaries is bound or to which
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any of the property or assets of the Company or any of its Significant
Subsidiaries is subject, except for such breaches, conflicts, violations
or defaults which would not have, individually or in the aggregate with
such other breaches, conflicts, violations and defaults, a material
adverse effect on the financial position, stockholders' equity or results
of operations of the Company and its subsidiaries, considered as a whole,
and which will not affect the validity, performance or consummation of the
transactions contemplated by the Pricing Agreement with respect to the
Designated Securities, and have not resulted and will not result in any
violation of the provisions of the Certificate of Incorporation or By-laws
of the Company or any of its Significant Subsidiaries or any statute, rule
or regulation, or, to the Company's knowledge, any order or decree of any
court or regulatory authority or other governmental agency or body having
jurisdiction over the Company or any of its Significant Subsidiaries or
any of their properties; and no consent, approval, authorization, license,
order, registration or qualification of or with any such court, regulatory
authority or other governmental agency or body is required for the issue
and sale of the Securities or the consummation by the Company of the
transactions contemplated by the Pricing Agreement with respect to the
Designated Securities or the Indenture, except those which have been, or
will have been prior to the Time of Delivery, obtained under the Act or
the Trust Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state or foreign
securities or state insurance securities laws in connection with the
purchase and distribution of the Securities by the Underwriters, and
except for such consents, approvals, authorizations, licenses, orders,
registrations or qualifications which the failure to make, obtain or
comply with would not have, individually or in the aggregate with such
other failures, a material adverse effect on the financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, considered as a whole, and which will not affect the
validity, performance or consummation of the transactions contemplated by
the Pricing Agreement with respect to the Designated Securities;
(l) Except as described in the Prospectus, there is no action,
suit or proceeding pending, nor to the knowledge of the Company, is there
any action, suit or proceeding threatened, which might reasonably be
expected to result in a material adverse change in the financial
condition, results of operations or business of the Company and its
subsidiaries considered as a whole or which is required to be disclosed in
the Registration Statement;
(m) The Company is not and, after giving effect to the offering
and sale of the Securities, will not be an "investment company", as such
term is defined in the Investment Company Act of 1940, as amended (the
"Investment Company Act");
(n) The Pricing Agreement with respect to the Designated
Securities has been duly authorized executed and delivered by the
Company; and
(o) There are no contracts or other documents of a character
required to be filed as an exhibit to the Registration Statement or
required to be described in the Registration Statement or the Prospectus
which are not filed or described as required.
3. Upon the execution of the Pricing Agreement applicable to the
Designated Securities and authorization by the Representatives of the release of
such Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.
4. Designated Securities to be purchased by each Underwriter pursuant
to the Pricing Agreement relating thereto, in the form specified in such Pricing
Agreement, and in such authorized
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denominations and registered in such names as the Representatives may request
upon at least forty-eight hours' prior notice to the Company, shall be delivered
by or on behalf of the Company to the Representatives for the account of such
Underwriter, against payment by such Underwriter or on its behalf of the
purchase price therefor by wire transfer, payable to the order of the Company in
the funds specified in such Pricing Agreement, all in the manner and at the
place and time and date specified in such Pricing Agreement or at such other
place and time and date as the Representatives and the Company may agree upon in
writing, such time and date being herein called the "Time of Delivery" for such
Securities. For purposes of this Agreement, New York Business Day shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in New York are generally authorized or obligated by law or
executive order to close.
5. The Company agrees with each of the Underwriters of the
Designated Securities:
(a) To prepare the Prospectus as amended or supplemented in
relation to the applicable Designated Securities in a form approved by the
Representatives and to file such Prospectus pursuant to Rule 424(b) under
the Act not later than the Commission's close of business on the second
business day following the execution and delivery of the Pricing Agreement
relating to the applicable Designated Securities or, if applicable, such
earlier time as may be required by Rule 424(b); to make no further
amendment or any supplement to the Registration Statement or Prospectus as
amended or supplemented after the date of the Pricing Agreement relating
to such Securities and prior to the Time of Delivery for such Securities
which shall be disapproved by the Representatives for such Securities
promptly after reasonable notice thereof; to advise the Representatives
promptly of any such amendment or supplement after such Time of Delivery
and furnish the Representatives with copies thereof; to file promptly all
reports and any definitive proxy or information statements required to be
filed by the Company with the Commission pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act for so long as the delivery of a
prospectus is required in connection with the offering or sale of such
Securities, and during such same period to advise the Representatives,
promptly after it receives notice thereof, of the time when any amendment
to the Registration Statement has been filed or becomes effective or any
supplement to the Prospectus or any amended Prospectus has been filed with
the Commission, of the issuance by the Commission of any stop order or of
any order preventing or suspending the use of any prospectus relating to
the Securities, of the suspension of the qualification of such Securities
for offering or sale in any jurisdiction, of the initiation or threatening
of any proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of the Registration Statement
or Prospectus or for additional information; and, in the event of the
issuance of any such stop order or of any such order preventing or
suspending the use of any prospectus relating to the Securities or
suspending any such qualification, to promptly use its best efforts to
obtain the withdrawal of such order;
(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Securities for
offering and sale under the insurance securities laws of such
jurisdictions as the Representatives may request and to comply with such
laws so as to permit the continuance of sales and dealings therein in such
jurisdictions for as long as may be necessary to complete the distribution
of such Securities, provided that in connection therewith the Company
shall not be required to qualify as a foreign corporation or to file a
general consent to service of process in any jurisdiction;
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(c) On the New York Business Day day next succeeding the date of
the Pricing Agreement applicable to the Designated Securities and from
time to time, to furnish the Underwriters with copies of the Prospectus as
amended or supplemented in such quantities as the Representatives may from
time to time reasonably request, and, if the delivery of a prospectus is
required at any time in connection with the offering or sale of the
Securities and if at such time any event shall have occurred as a result
of which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is
delivered, not misleading, or, if for any other reason it shall be
necessary during such period to amend or supplement the Prospectus or to
file under the Exchange Act any document incorporated by reference in the
Prospectus in order to comply with the Act, the Exchange Act or the Trust
Indenture Act, to notify the Representatives and upon their request to
file such document and to prepare and furnish without charge to each
Underwriter and to any dealer in securities as many copies as the
Representatives may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such
statement or omission or effect such compliance;
(d) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c)
under the Act), an earnings statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Act and
the rules and regulations of the Commission thereunder (including, at the
option of the Company, Rule 158); and
(e) During the period beginning from the date of the Pricing
Agreement for the Designated Securities and continuing to and including
the earlier of (i) the termination of trading restrictions for such
Designated Securities, as notified to the Company by the Representatives
and (ii) 30 days after the Time of Delivery for such Designated
Securities, not to offer, sell, contract to sell or otherwise dispose of
any debt securities of the Company which mature more than one year after
such Time of Delivery and which are substantially similar to such
Designated Securities, without the prior written consent of the
Representatives.
6. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) any fees charged by securities
rating services for rating the Securities; (iii) the cost of preparing the
Securities; (iv) the fees and expenses of any Trustee and any agent of any
Trustee and the fees and disbursements of counsel for any Trustee in connection
with any Indenture and the Securities; and (v) all other costs and expenses
incident to the performance of its obligations hereunder which are not otherwise
specifically provided for in this Section. It is understood, however, that,
except as provided in this Section, and Sections 8 and 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees of
their counsel, transfer taxes on resale of any of the Securities by them, and
any advertising expenses connected with any offers they may make.
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7. The obligations of the Underwriters of any Designated Securities
under the Pricing Agreement applicable to such Designated Securities shall be
subject, in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company in or
incorporated by reference in the Pricing Agreement relating to such Designated
Securities are, at and as of the Time of Delivery for such Designated
Securities, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:
(a) The Prospectus as amended or supplemented in relation to the
applicable Designated Securities shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for
such filing by the rules and regulations under the Act and in accordance
with Section 5(a) hereof; no stop order suspending the effectiveness of
the Registration Statement or any part thereof shall have been issued and
no proceeding for that purpose shall have been initiated or threatened by
the Commission; and all requests for additional information on the part of
the Commission shall have been complied with to the Representatives'
reasonable satisfaction;
(b) Sullivan & Cromwell, counsel for the Underwriters shall have
furnished to the Representatives such opinion or opinions, dated the Time
of Delivery for such Designated Securities, with respect to the
incorporation of the Company, the Pricing Agreement applicable to the
Designated Securities, the validity of the Indenture and the Designated
Securities being delivered at such Time of Delivery, the Registration
Statement, the Prospectus and such other related matters as the
Representatives may reasonably request, and such counsel shall have
received such papers and information as they may reasonably request to
enable them to pass upon such matters;
(c) Cravath, Swaine & Moore, counsel for the Company, shall have
furnished to you their written opinion (a draft of such opinion is
attached as Annex III (a) hereto), dated the Time of Delivery for such
Designated Securities, in form and substance satisfactory to you, to the
effect that:
(i) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the state of
Delaware, with full corporate power and authority to own its
properties and conduct its business as described in the Prospectus as
amended or supplemented;
(ii) The Company has an authorized capitalization as set forth in
the Prospectus as amended or supplemented and all of the issued shares
of capital stock of the Company have been duly and validly authorized
and issued and are fully paid and nonassessable;
(iii) The Pricing Agreement with respect to the Designated
Securities has been duly authorized, executed and delivered by the
Company;
(iv) The Designated Securities have been duly authorized,
executed, authenticated, issued and delivered and constitute valid and
legally binding obligations of the Company entitled to the benefits
provided by the Indenture; and the Designated Securities and the
Indenture conform to the descriptions thereof in the Prospectus as
amended or supplemented;
(v) The Indenture has been duly authorized, executed and delivered
by the parties thereto and constitutes a valid and legally binding
instrument, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency,
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reorganization and other laws of general applicability relating to or
affecting creditors' rights and to general equity principles; and the
Indenture has been duly qualified under the Trust Indenture Act;
(vi) The issue and sale of the Designated Securities and the
compliance by the Company with all of the provisions of the Designated
Securities, the Indenture and the Pricing Agreement with respect to the
Designated Securities and the consummation of the transactions therein
contemplated have in each case been duly authorized by all necessary
corporate and shareholder action on the part of the Company; the issue
and sale of the Designated Securities and the compliance by the Company
with all of the provisions of the Designated Securities, the Indenture
and the Pricing Agreement with respect to the Designated Securities and
the consummation of the transactions therein contemplated have not
conflicted with or resulted in a breach or violation of any of the
terms or provisions of, or constituted a default under, and will not
conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument known to
such counsel to which the Company or any of its Significant
Subsidiaries is a party or by which the Company or any of its
Significant Subsidiaries is bound or to which any of the property or
assets of the Company or any of its Significant Subsidiaries is
subject, except for such breaches, conflicts, violations or defaults
which would not have, individually or in the aggregate with such other
breaches, conflicts, violations and defaults, a material adverse effect
on the financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, considered as a whole,
and which will not affect the validity, performance or consummation of
the transactions contemplated by the Pricing Agreement with respect to
the Designated Securities, and have not resulted and will not result in
any conflict with, breach of or constitute a default under the
provisions of the Certificate of Incorporation or By-laws of the
Company and will not contravene any law, rule or regulation of the
United States of America, the State of New York or the General
Corporation Law of the State of Delaware or, to the knowledge of such
counsel, any order or decree of any court or other governmental agency
or body having jurisdiction over the Company or any of its Significant
Subsidiaries or any of their properties, except that such counsel may
(i) exclude all insurance laws and regulations and (ii) assume that all
such indentures, mortgages, deeds of trust, loan agreements and other
agreements and instruments are governed by, and would be interpreted in
accordance with, the laws of the State of New York (in rendering the
opinion in this clause (vi), such counsel may state that as to the
Investment Company Act of 1940, as amended, they have relied upon the
opinion of Jordon Burt Berenson & Johnson LLP dated the Time of
Delivery, and that they believe both you and they are justified in such
reliance); and
(vii) The statements set forth in the Prospectus under the caption
"Description of Debt Securities", insofar as it purports to constitute
a summary of the terms of the Designated Securities, and under the
captions "Certain United States Federal Income Tax Considerations" and
"Plan of Distribution", insofar as they purport to describe the
provisions of the laws and documents referred to therein, are accurate,
complete and fair.
In rendering such opinion, such counsel may state that
they express no opinion as to any laws other than the laws of the State
of New York, the General Corporation Law of the State of Delaware and
the Federal laws of the United States of
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America and in respect of matters of fact such counsel may rely upon
certificates of officers of the Company and its subsidiaries; provided
that such counsel shall state that they believe that both you and they are
justified in relying upon such certificates and copies of such
certificates are made available to you.
Such counsel shall also have furnished to you its written statement,
dated the Time of Delivery for such Designated Securities, in form and
substance satisfactory to you, confirming that, on the basis of
information gained in the course of its representation of the Company, the
Registration Statement, at the time it became effective, and the
Prospectus, as of the Time of Delivery for the Designated Securities
(except the financial statements and other information of a statistical,
accounting or financial nature included therein, as to which such counsel
need express no view) in each case as amended or supplemented and together
with any amendments or supplements thereto prior to the Time of Delivery,
appeared on their face to be appropriately responsive in all material
respects to the requirements of the Act and the Trust Indenture Act and
the applicable rules and regulations thereunder; and that such counsel's
work in connection with such matter did not disclose any information that
gave such counsel reason to believe that, as of its effective date, the
Registration Statement or any further amendment thereto made by the
Company prior to the Time of Delivery, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, or
that, as of its date or at such Time of Delivery, the Prospectus as
amended or supplemented or any further amendment or supplement thereto
made by the Company prior to the Time of Delivery included or includes an
untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading (in each
case except for the financial statements and other information of an
accounting or financial nature included therein, as to which such counsel
need express no view); and the documents incorporated by reference in the
Prospectus as amended or supplemented (except for the financial statements
and other information of an accounting or financial nature included
therein, as to which such counsel need express no view), when they became
effective or were filed with the Commission, as the case may be, appeared
on their face to be appropriately responsive in all material respects to
the requirements of the Act or the Exchange Act, as applicable, and the
rules and regulations of the Commission thereunder; and that such
counsel's work in connection with such matter did not disclose any
information that gave such counsel reason to believe that any of such
documents, when they became effective or were so filed, as the case may
be, contained, in the case of a registration statement which became
effective under the Act, an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or, in the case of other
documents which were filed under the Act or the Exchange Act with the
Commission, an untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made when such documents
were so filed, not misleading (in each case except for the financial
statements and other information of an accounting or financial nature
included therein, as to which such counsel need express no view).
(d) Michael S. Wilder, Esq. (a draft of such opinion is attached
as Annex III(b) hereto), general counsel to The Hartford Financial Services
Group, Inc., a Delaware
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corporation ("Group"), and special counsel to the Company, shall have furnished
to you his written opinion, dated the Time of Delivery for such Designated
Securities, in form and substance satisfactory to you, to the effect that:
(i) The Company has been duly qualified as a foreign
corporation for the transaction of business and is in good standing
under the laws of each jurisdiction in which it owns or leases
properties or conducts any business so as to require such
qualification, except where the failure to be so qualified in any
such jurisdiction would not have, individually or in the aggregate
with such other failures, a material adverse effect on the financial
position, stockholders' equity or results of operations of the
Company and its subsidiaries, considered as a whole (such counsel
being entitled to rely in respect of the opinion in this clause upon
opinions of local counsel and in respect of matters of fact upon
certificates of officers of the Company, provided that such counsel
shall state that they believe that both you and the Company are
justified in relying upon such opinions and certificates and copies
of such opinions and certificates are made available to you);
(ii) Each Significant Subsidiary that was organized in
the United States has been duly incorporated and is validly existing
as a corporation in good standing under the laws of its jurisdiction
of incorporation with full corporate power and authority to own its
properties and conduct its business as described in the Prospectus;
and all of the issued shares of capital stock of each Significant
Subsidiary have been duly and validly authorized and issued, are
fully paid and non-assessable, and (except for directors' qualifying
shares) are owned directly or indirectly by the Company, free and
clear of all liens, encumbrances, equities or claims (such counsel
being entitled to rely in respect of the opinion in this clause upon
opinions of local counsel and in respect to matters of fact upon
certificates of officers of the Company or its subsidiaries,
provided that such counsel shall state that they believe that both
you and the Company are justified in relying upon such opinions and
certificates);
(iii) The Company has made all required filings under
applicable insurance holding company statutes, and has received
approvals of acquisition of control and/or affiliate transactions in
each jurisdiction in which such filings or approvals are required,
except where the failure to have made such filings or to receive
such approvals in any such jurisdiction would not have, individually
or in the aggregate with such other failures, a material adverse
effect on the financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, considered as a
whole;
(iv) Each Significant Subsidiary that is required to be
organized and licensed as an insurance company in its jurisdiction
of incorporation is duly organized and licensed as an insurance
company in its respective jurisdiction of incorporation, and each
Significant Subsidiary is duly licensed or authorized as an insurer
in each other jurisdiction in which such licensing or authorization
is required, except where the failure to be so licensed or
authorized in any such jurisdiction would not have, individually or
in the aggregate with other such failures, a material adverse effect
on the financial position, stockholders' equity or results of
operations of the Company and its subsidiaries, considered as a
whole; the Company and each of its Significant Subsidiaries have all
other necessary authorizations, approvals, orders, consents,
certificates, permits, registrations or qualifications of and from
all
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insurance regulatory authorities to conduct their respective
businesses as described in the Prospectus, except where the failure to
have such authorizations, approvals, orders, consents, licenses,
certificates, permits, registrations or qualifications would not,
individually or in the aggregate with other such failures, have a
material adverse effect on the financial position, stockholders'
equity or results of operations of the Company and its subsidiaries,
considered as a whole;
(v) The Company and each of its Significant Subsidiaries is in
compliance with the requirements of the insurance laws and regulations
of its jurisdiction of incorporation and the insurance laws and
regulations of other jurisdictions which are applicable to the Company
and each such Significant Subsidiary, and has filed all notices,
reports, documents or other information required to be filed
thereunder, except where the failure to so comply or file would not
have, individually or in the aggregate with other such failures, a
material adverse effect on the financial position, stockholders'
equity or results of operations of the Company and its subsidiaries,
considered as a whole;
(vi) To the best of such counsel's knowledge, except as described
in the Prospectus, there is no action, suit or proceeding pending, nor
is there any action, suit or proceeding threatened, which might
reasonably be expected to result in a material adverse change in the
financial condition, results of operations or business of the Company
and its subsidiaries, considered as a whole, or which is required to
be disclosed in the Registration Statement;
(vii) To the knowledge of such counsel, there are no contracts or
other documents of a character required to be filed as an exhibit to
the Registration Statement or required to be described in the
Registration Statement or the Prospectus which are not filed or
described as required;
(viii) The Company and its Significant Subsidiaries have filed all
notices, reports, documents or other information required to be filed
by them pursuant to, and have obtained all authorizations, approvals,
orders, consents, licenses, certificates, permits, registrations or
qualifications required to be obtained under all applicable insurance
laws and regulations in connection with the issuance and sale of the
Designated Securities by the Company and the purchase and distribution
of the Designated Securities by the Underwriters, except for such
authorizations, approvals, orders, consents, licenses, certificates,
permits, registrations or qualifications which the failure to make,
obtain or comply with would not have, individually or in the aggregate
with such other failures, a material adverse effect on the financial
position, stockholders' equity or results of operations of the Company
and its subsidiaries, considered as a whole, and which will not affect
the validity, performance or consummation of the transactions
contemplated by the Pricing Agreement with respect to the Designated
Securities. No further filing, authorization, approval, order,
consent, license, certificate, permit, registration or qualification
of or with any court or insurance regulatory authority or other
governmental agency or body having jurisdiction over the Company or
any of its subsidiaries or any of their properties is required for the
sale of the Designated Securities under the Pricing Agreement with
respect to the Designated Securities, or the consummation of the
transactions contemplated therein, except that such counsel shall not
be required to opine with respect to any Federal or state securities
laws;
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(ix) The Company is not an "investment company", as
such term is defined in the Investment Company Act;
(x) The issue and sale of the Designated Securities
being delivered at such Time of Delivery by the Company and the
compliance by the Company with all of the provisions of the
Securities, the Indenture and the Pricing Agreement with respect to
the Designated Securities and the consummation of the transactions
therein contemplated have not resulted and will not result in any
violation of the provisions of any insurance statutes or any order,
rule or regulation known to such counsel of any court or insurance
regulatory authority or other governmental agency or body having
jurisdiction over the insurance operations of the Company or any of
its Significant Subsidiaries or any of their properties; and
In rendering such opinion, such counsel may state that
he expresses no opinion as to the laws of any jurisdiction outside
the United States and in respect of matters of fact such counsel may
rely upon certificates of officers of the Company and its
subsidiaries; provided that such counsel shall state he believes
that both you and he are justified in relying upon such opinions and
certificates and copies of such opinions and certificates are made
available to you.
Such counsel shall also have furnished to you his
written statement, dated the Time of Delivery for such Designated
Securities, in form and substance satisfactory to you, confirming
that, on the basis of information gained in the course of his work
and work by legal staff under his supervision, on behalf of the
Company, as special counsel thereto, the Registration Statement, at
the time it became effective, and the Prospectus, as of the Time of
Delivery for the Designated Securities (except the financial
statements and other information of a statistical, accounting or
financial nature included therein, as to which such counsel need
express no view) in each case as amended or supplemented and
together with any amendments or supplements thereto prior to the
Time of Delivery, appeared on their face to be appropriately
responsive in all material respects to the requirements of the Act
and the Trust Indenture Act and the applicable rules and regulations
thereunder; and that such counsel's work in connection with such
matter did not disclose any information that gave such counsel
reason to believe that, as of its effective date, the Registration
Statement or any further amendment thereto made by the Company prior
to the Time of Delivery, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading,
or that, as of its date or at such Time of Delivery, the Prospectus
as amended or supplemented or any further amendment or supplement
thereto made by the Company prior to the Time of Delivery included
or includes an untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they
were made, not misleading (in each case except for the financial
statements and other information of an accounting or financial
nature included therein, as to which such counsel need express no
view); and the documents incorporated by reference in the Prospectus
as amended or supplemented (except for the financial statements and
other information of an accounting or financial nature included
therein, as to which such counsel need express no view), when they
became effective or were filed with the Commission, as the case may
be, appeared on their face to be appropriately responsive in all
material respects to the requirements of
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the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder; and that such counsel's
work in connection with such matter did not disclose any information
that gave such counsel reason to believe that any of such documents,
when they became effective or were so filed, as the case may be,
contained, in the case of a registration statement which became
effective under the Act, an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or, in the
case of other documents which were filed under the Act or the
Exchange Act with the Commission, an untrue statement of a material
fact or omitted to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under
which they were made when such documents were so filed, not
misleading (in each case except for the financial statements and
other information of an accounting or financial nature included
therein, as to which such counsel need express no view).
(e) On the date of the Pricing Agreement for the Designated
Securities at a time prior to the execution of the Pricing Agreement with
respect to such Designated Securities and at the Time of Delivery for such
Designated Securities, Arthur Andersen LLP, the independent accountants of
the Company who have certified the financial statements of the Company and
its subsidiaries included or incorporated by reference in the Registration
Statement shall have furnished to the Representatives a letter, dated the
effective date of the Registration Statement or the date of the most
recent report filed with the Commission containing financial statements
and incorporated by reference in the Registration Statement, if the date
of such report is later than such effective date, and a letter dated such
Time of Delivery, respectively, to the effect set forth in Annex II
hereto, and with respect to such letter dated such Time of Delivery, as to
such other matters as the Representatives may reasonably request and in
form and substance satisfactory to the Representatives;
(f) (i) Except as described in or contemplated by the Registration
Statement and the Prospectus, there has not been any material adverse
change in, or any adverse development which materially affects, the
business, properties, financial condition or results of operations of the
Company and its subsidiaries, considered as a whole, from the dates as of
which information is given in the Registration Statement and the
Prospectus as amended prior to the date of the Pricing Agreement relating
to the Designated Securities; and (ii) except as contemplated in the
Prospectus, since the respective dates as of which information is given in
the Prospectus as amended prior to the date of the Pricing Agreement
relating to the Designated Securities there shall not have been any change
in the capital stock or long-term debt of the Company or any of its
subsidiaries or any change, or any development involving a prospective
change, in or affecting the business affairs, management, financial
position, stockholders' equity or results of operations (in each case
considered on either a statutory or GAAP basis) of the Company and its
subsidiaries considered as a whole, otherwise than as set forth or
contemplated in the Prospectus as amended prior to the date of the Pricing
Agreement relating to the Designated Securities, the effect of which, in
any such case described in Clause (i) or (ii), is in the reasonable
judgment of the Representatives so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the
delivery of the Designated Securities on the terms and in the manner
contemplated in the Prospectus as first amended or supplemented relating
to the Designated Securities;
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(g) On or after the date of the Pricing Agreement relating to the
Designated Securities (i) no downgrading shall have occurred in the rating
accorded Hartford Fire Insurance Company's or the Company's or any of its
Significant Subsidiaries' debt securities or financial strength or claims
paying ability by any of Moody's Investor Services, Inc., Standard &
Poor's, A.M. Best Company, Inc. or Duff & Phelps Credit Rating Co. and
(ii) no such organization shall have publicly announced that it has under
surveillance or review, with possible negative implications, its rating of
any of Hartford Fire Insurance Company's, the Company's or any of its
Significant Subsidiaries' debt securities or financial strength or claims
paying ability, the effect of which, in any case described in Clause (i)
or (ii), is in your reasonable judgment so material and adverse as to make
it impracticable or inadvisable to proceed with the public offering or the
delivery of the Designated Securities on the terms and in the manner
contemplated in the Prospectus, as amended or supplemented relating to the
Designated Securities;
(h) On or after the date of the Pricing Agreement relating to the
Designated Securities there shall not have occurred any of the following:
(i) a suspension or material limitation in trading in securities generally
on the Exchange; (ii) a suspension or material limitation in trading in
the Company's securities on the Exchange; (iii) a general moratorium on
commercial banking activities declared by either Federal or New York State
authorities; or (iv) the outbreak or escalation of hostilities involving
the United States or the declaration by the United States of a national
emergency or war, if the effect of any such event specified in this clause
(iv) in the reasonable judgment of the Representatives makes it
impracticable or inadvisable to proceed with the public offering or the
delivery of the Designated Securities on the terms and in the manner
contemplated in the Prospectus as amended or supplemented relating to the
Designated Securities; and
(i) The Company shall have furnished or caused to be furnished to
the Representatives at the Time of Delivery for the Designated Securities
a certificate or certificates of officers of the Company satisfactory to
the Representatives as to the accuracy of the representations and
warranties of the Company herein at and as of such Time of Delivery, as to
the performance by the Company of all of its obligations hereunder to be
performed at or prior to such Time of Delivery, as to the matters set
forth in subsections (a) and (f) of this Section and as to such other
matters as the Representatives may reasonably request.
8. (a) The Company will indemnify and hold harmless each Underwriter of
the Designated Securities against any losses, claims, damages or liabilities,
joint or several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus relating to the Securities, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the
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Prospectus as amended or supplemented and any other prospectus relating to the
Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
of Designated Securities through Goldman, Sachs & Co. expressly for use therein
and; provided, further, that the Company shall not be liable to any Underwriter
under the indemnity agreement in this subsection (a) with respect to any
Preliminary Prospectus to the extent that a court of competent jurisdiction has
found by final and nonappealable order that any such loss, claim, damage or
liability of such Underwriter results from the fact that such Underwriter sold
Designated Securities to a person to whom there was not sent or given, at or
prior to the written confirmation of such sale, a copy of the Prospectus as then
amended or supplemented (it being understood that if at the time of any such
claim such Underwriter shall certify that it has sent or given the Prospectus as
then amended or supplemented to any person making such claim at or prior to the
written confirmation of such sale, it shall be presumed that such Prospectus has
been so sent or given unless the Company shall have sustained the burden of
proving, in a court of competent jurisdiction by a final and nonappealable
order, that the facts are otherwise), if (i) such delivery to such person is
required by Section 5 of the Act, (ii) the Company has furnished copies of such
Prospectus as amended or supplemented to such Underwriter a reasonable period of
time prior to the Underwriter being required so to deliver such Prospectus as
amended or supplemented and (iii) such Prospectus as amended or supplemented
corrected the untrue or alleged untrue statement or omission or alleged omission
of material fact contained in the Preliminary Prospectus.
(b) Each Underwriter of Designated Securities will indemnify and hold
harmless the Company against any losses, claims, damages or liabilities to which
the Company may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through Goldman, Sachs & Co. expressly for use therein; and will reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim as such
expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection (a)
or (b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party (i)
shall not relieve it from any liability which it may have to any indemnified
party under such subsection unless and to the extent it did not otherwise learn
of such action and such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in paragraph (a) or (b)
above. In case any such action shall be brought against any indemnified party
and it shall notify promptly the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate therein and, to the
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extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation. It is understood and agreed that the indemnifying party shall, in
connection with any one such action, suit or proceeding or separate but
substantially similar or related actions, suits or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of only one separate firm of
attorneys (in addition to any local counsel) at any time for all indemnified
parties not having actual or potential differing interests among themselves. No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) 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.
(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other from the offering of the Designated Securities. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters of the Designated
Securities on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and such Underwriters on the
other shall be deemed to be in the same proportion as the total net proceeds
from the offering of the Designated Securities (before deducting expenses)
received by the Company bear to the total underwriting discounts and commissions
received by such Underwriters, in each case as set forth in the table on the
cover page of the Prospectus relating to the Designated Securities. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
on the one hand or such Underwriters on the other and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Underwriters agree that it would
not be just and equitable if contributions pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take into account the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses,
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claims, damages or liabilities (or actions in respect thereof) referred to above
in this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), no Underwriter shall be required to contribute any amount in
excess of the amount by which the total price at which the Designated Securities
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
obligations of the Underwriters of Designated Securities in this subsection (d)
to contribute are several in proportion to their respective underwriting
obligations and not joint.
(e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to purchase
the Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Designated Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties reasonably satisfactory to the
Representatives to purchase such Designated Securities on such terms. In the
event that, within the respective prescribed period, the Representatives notify
the Company that they have so arranged for the purchase of such Designated
Securities, or the Company notifies the Representatives that it has so arranged
for the purchase of such Designated Securities, the Representatives or the
Company shall have the right to postpone the Time of Delivery for such
Designated Securities for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus as amended or supplemented, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments or supplements to the Registration Statement or the Prospectus which
in the opinion of the Representatives may thereby be made necessary. The term
"Underwriter" as used in the Pricing Agreement shall include any person
substituted under this Section with like effect as if such person had originally
been a party to the Pricing Agreement with respect to such Designated
Securities.
(b) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Securities and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the
19
20
aggregate principal amount of Designated Securities which such Underwriter
agreed to purchase under such Pricing Agreement) of the Designated Securities of
such defaulting Underwriter or Underwriters for which such arrangements have not
been made; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.
(c) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
or incorporated by reference in the Pricing Agreement with respect to the
Designated Securities or made by or on behalf of them, respectively, pursuant to
such Pricing Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.
11. If the Pricing Agreement with respect to the Designated Securities
shall be terminated pursuant to Section 7(b) or Section 9 hereof, the Company
shall not then be under any liability to any Underwriter with respect to the
Designated Securities covered by such Pricing Agreement except as provided in
Sections 6 and 8 hereof; but, if for any other reason Designated Securities are
not delivered by or on behalf of the Company as provided herein (other than in
respect of a breach of the Pricing Agreement by any Underwriter of Designated
Securities covered by such Pricing Agreement), the Company will reimburse the
Underwriters through the Representatives for all out-of-pocket expenses approved
in writing by the Representatives, including fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the purchase,
sale and delivery of such Designated Securities, but the Company shall then be
under no further liability to any Underwriter with respect to such Designated
Securities except as provided in Sections 6 and 8 hereof.
12. In all dealings under the Pricing Agreement applicable to the
Designated Securities, the Representatives of the Underwriters of the Designated
Securities shall act on behalf of each of such Underwriters, and the parties
thereto shall be entitled to act and rely upon any statement, request, notice or
agreement on behalf of any such Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in such Pricing Agreement.
All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement with respect to the Designated Securities; and if to the
Company shall be delivered or sent by mail, telex or facsimile transmission
20
21
to the address of the Company set forth in the Registration Statement:
Attention: General Counsel; provided, however, that any notice to an Underwriter
pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex or
facsimile transmission to such Underwriter at its address set forth in its
Underwriters' Questionnaire, or telex constituting such Questionnaire, which
address will be supplied to the Company by the Representatives upon request. Any
such statements, requests, notices or agreements shall take effect upon receipt
thereof.
13. The Pricing Agreement with respect to the Designated Securities
shall be binding upon, and inure solely to the benefit of, the Underwriters and
the Company and, to the extent provided in Sections 8 and 10 hereof, the
officers and directors of the Company and each person who controls the Company
or any Underwriter, and their respective heirs, executors, administrators,
successors and assigns, and no other person shall acquire or have any right
under or by virtue of such Pricing Agreement. No purchaser of any of the
Securities from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.
14. Time shall be of the essence of each Pricing Agreement. As
used herein, "business day" shall mean any day when the Commission's office
in Washington, D.C. is open for business.
15. THESE UNDERWRITING AGREEMENT GENERAL TERMS AND CONDITIONS AND
EACH PRICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
16. Each Pricing Agreement may be executed by any one or more of the
parties thereto in any number of counterparts, each of which shall be deemed to
be an original, but all such respective counterparts shall together constitute
one and the same instrument.
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ANNEX I
PRICING AGREEMENT
Goldman, Sachs & Co.,
[NAMES OF OTHER UNDERWRITERS,]
c/o Goldman, Sachs & Co.
85 Broad Street,
New York, New York 10004.
, 19..
Ladies and Gentlemen:
Hartford Life, Inc., a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement General Terms and Conditions, dated . . . . . . . . . . . ., 1997
attached hereto, to issue and sell to the Underwriters named in Schedule I
hereto (the "Underwriters") the Securities specified in Schedule II hereto
(the "Designated Securities"). Each of the provisions of the Underwriting
Agreement General Terms and Conditions is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of
the representations and warranties set forth therein shall be deemed to have
been made at and as of the date of this Pricing Agreement. Each reference to
the Representatives herein and in the provisions of the Underwriting
Agreement General Terms and Conditions so incorporated by reference shall be
deemed to refer to you. Unless otherwise defined herein, terms defined in
the Underwriting Agreement General Terms and Conditions are used herein as
therein defined. The Representatives designated to act on behalf of the
Representatives and on behalf of each of the Underwriters of the Designated
Securities pursuant to Section 12 of the Underwriting Agreement General Terms
and Conditions and the address of the Representatives referred to in such
Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the Underwriting
Agreement General Terms and Conditions incorporated herein by reference, the
Company agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
the time and place and at the purchase price to the Underwriters set forth in
Schedule II hereto, the principal amount of Designated Securities set forth
opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and each of the Representatives plus one for
each counsel counterparts hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting Agreement General Terms and Conditions
incorporated herein by reference, shall constitute a binding agreement between
each of the Underwriters, on the one hand, and the Company, on the other. It is
understood that your acceptance of this letter on behalf of each of the
Underwriters is or will be pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall be submitted to the
23
Company for examination upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
HARTFORD LIFE, INC.
By:.................................
Name:
Title:
Accepted as of the date hereof:
Goldman, Sachs & Co.
[NAMES OF OTHER UNDERWRITERS]
By: ......................................
(Goldman, Sachs & Co.)
On behalf of each of the Underwriters
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SCHEDULE I
PRINCIPAL
AMOUNT OF
DESIGNATED
SECURITIES
TO BE
UNDERWRITER PURCHASED
----------- ---------
Goldman, Sachs & Co. ..................................... $
[NAMES OF OTHER UNDERWRITERS]
Total .................................................... $
3
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SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
[ %] [Floating Rate] [Zero Coupon] [Notes]
[Debentures] due ,
AGGREGATE PRINCIPAL AMOUNT:
[$]
PRICE TO PUBLIC:
% of the principal amount of the Designated Securities, plus accrued
interest[, if any,] from to [and accrued amortization[, if
any,] from to ]
PURCHASE PRICE BY UNDERWRITERS:
% of the principal amount of the Designated Securities, plus accrued
interest from to [and accrued amortization[, if any,] from
to ]
FORM OF DESIGNATED SECURITIES:
[Definitive form to be made available for checking and packaging at least
twenty-four hours prior to the Time of Delivery at the office of [The
Depository Trust Company or its designated custodian] [the
Representatives]]
[Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian, to be made available for checking by the Representatives at
least twenty-four hours prior to the Time of Delivery at the office of
DTC.]
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
[New York] [Clearing House (next day)] [Same day] funds
TIME OF DELIVERY:
a.m. (New York City time), , 19
INDENTURE:
Indenture dated , 1997, between the Company and Citibank,
N.A., as Trustee
MATURITY:
INTEREST RATE:
[ %] [Zero Coupon] [See Floating Rate Provisions]
INTEREST PAYMENT DATES:
[months and dates, commencing ....................., 19..]
REDEMPTION PROVISIONS:
[No provisions for redemption]
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[The Designated Securities may be redeemed, otherwise than through the
sinking fund, in whole or in part at the option of the Company, in the
amount of [$ ] or an integral multiple thereof,
[on or after , at the following redemption prices (expressed in
percentages of principal amount). If [redeemed on or before , %,
and if] redeemed during the 12-month period beginning ,
REDEMPTION
YEAR PRICE
---- -----
and thereafter at 100% of their principal amount, together in each
case with accrued interest to the redemption date.]
[on any interest payment date falling on or after , , at the
election of the Company, at a redemption price equal to the principal
amount thereof, plus accrued interest to the date of redemption.]]
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]
[Restriction on refunding]
SINKING FUND PROVISIONS:
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a sinking fund
to retire [$ ] principal amount of Designated Securities on in
each of the years through at 100% of their principal
amount plus accrued interest[, together with [cumulative] [noncumulative]
redemptions at the option of the Company to retire an additional [$ ]
principal amount of Designated Securities in the years through
at 100% of their principal amount plus accrued interest.]
[If Designated Securities are extendable debt securities, insert--
EXTENDABLE PROVISIONS:
Designated Securities are repayable on , [insert date and years], at
the option of the holder, at their principal amount with accrued interest.
The initial annual interest rate will be %, and thereafter the annual
interest rate will be adjusted on , and to a rate not less
than % of the effective annual interest rate on U.S. Treasury
obligations with -year maturities as of the [insert date 15 days prior
to maturity date] prior to such [insert maturity date].]
[If Designated Securities are floating rate debt securities, insert--
FLOATING RATE PROVISIONS:
Initial annual interest rate will be % through [and thereafter
will be adjusted [monthly] [on each , , and ] [to
an annual rate of % above the average rate for -year
[month][securities][certificates of deposit] issued by
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and [insert names of banks].] [and the annual interest rate
[thereafter] [from through ] will be the interest yield
equivalent of the weekly average per annum market discount rate for
-month Treasury bills plus % of Interest Differential (the
excess, if any, of (i) the then current weekly average per annum
secondary market yield for -month certificates of deposit over
(ii) the then current interest yield equivalent of the weekly average
per annum market discount rate for -month Treasury bills); [from
and thereafter the rate will be the then current interest yield
equivalent plus % of Interest Differential].]
DEFEASANCE PROVISIONS:
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
ADDITIONAL CLOSING CONDITIONS:
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives:
Address for Notices, etc.:
[OTHER TERMS] :
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ANNEX II
Pursuant to Section 7(e) of the Underwriting Agreement General Terms and
Conditions incorporated by reference into the Pricing Agreement with respect to
the Designated Securities, the accountants shall furnish letters to the
Underwriters to the effect that:
(i) They are independent certified public accountants with respect to
the Company and its subsidiaries within the meaning of the Act and the
applicable published rules and regulations thereunder;
(ii) In their opinion, the financial statements and any supplementary
financial information and schedules audited (and, if applicable, financial
forecasts and/or pro forma financial information) examined by them and
included or incorporated by reference in the Registration Statement or the
Prospectus comply as to form in all material respects with the applicable
accounting requirements of the Act or the Exchange Act, as applicable, and
the related published rules and regulations thereunder; and, if
applicable, they have made a review in accordance with standards
established by the American Institute of Certified Public Accountants of
the consolidated interim financial statements, selected financial data,
pro forma financial information, financial forecasts and/or condensed
financial statements derived from audited financial statements of the
Company for the periods specified in such letter, as indicated in their
reports thereon, copies of which have been furnished to the representative
or representatives of the Underwriters (the "Representatives") such term
to include an Underwriter or Underwriters who act without any firm being
designated as its or their representatives;
(iii) They have made a review in accordance with standards
established by the American Institute of Certified Public Accountants of
the unaudited condensed consolidated statements of income, consolidated
balance sheets and consolidated statements of cash flows included in the
Prospectus and/or included in the Company's quarterly report on Form 10-Q
incorporated by reference into the Prospectus as indicated in their
reports thereon copies of which have been separately furnished to the
Representatives; and on the basis of specified procedures including
inquiries of officials of the Company who have responsibility for
financial and accounting matters regarding whether the unaudited condensed
consolidated financial statements referred to in paragraph (vi)(A)(i)
below comply as to form in all material respects with the applicable
accounting requirements of the Act and, if applicable, the Exchange Act,
and the related published rules and regulations, nothing came to their
attention that caused them to believe that the unaudited condensed
consolidated financial statements do not comply as to form in all material
respects with the applicable accounting requirements of the Act and, if
applicable, the Exchange Act, and the related published rules and
regulations;
(iv) The unaudited selected financial information with respect to the
consolidated results of operations and financial position of the Company
for the five most recent fiscal years included in the Prospectus agrees
with the corresponding amounts (after restatement where applicable) in the
audited consolidated financial statements;
(v) They have compared the information in the Prospectus under
selected captions with the disclosure requirements of Regulation S-K and
on the basis of limited procedures specified in such letter nothing came
to their attention as a result of the foregoing procedures that caused
them to believe that this information does not conform in all
29
material respects with the disclosure requirements of Items 301, 302, 402
and 503(d), respectively, of Regulation S-K;
(vi) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards,
consisting of a reading of the unaudited financial statements and other
information referred to below, a reading of the latest available interim
financial statements of the Company and its subsidiaries, inspection of
the minute books of the Company and its subsidiaries since the date of the
latest audited financial statements included or incorporated by reference
in the Prospectus, inquiries of officials of the Company and its
subsidiaries responsible for financial and accounting matters and such
other inquiries and procedures as may be specified in such letter, nothing
came to their attention that caused them to believe that:
(A) (i) the unaudited condensed consolidated statements of
income, consolidated balance sheets and consolidated statements of
cash flows included in the Prospectus and/or included or incorporated
by reference in the Company's Quarterly Reports on Form 10-Q
incorporated by reference in the Prospectus do not comply as to form
in all material respects with the applicable accounting requirements
of the Exchange Act and the related published rules and regulations,
or (ii) any material modifications should be made to the unaudited
condensed consolidated statements of income, consolidated balance
sheets and consolidated statements of cash flows included in the
Prospectus or included in the Company's Quarterly Reports on Form
10-Q incorporated by reference in the Prospectus for them to be in
conformity with generally accepted accounting principles;
(B) any other unaudited income statement data and balance sheet
items included in the Prospectus do not agree with the corresponding
items in the unaudited consolidated financial statements from which
such data and items were derived, and any such unaudited data and
items were not determined on a basis substantially consistent with
the basis for the corresponding amounts in the audited consolidated
financial statements included or incorporated by reference in the
Company's Annual Report on Form 10-K for the most recent fiscal year;
(C) the unaudited financial statements which were not included in
the Prospectus but from which were derived the unaudited condensed
financial statements referred to in clause (A) and any unaudited
income statement data and balance sheet items included in the
Prospectus and referred to in clause (B) were not determined on a
basis substantially consistent with the basis for the audited
financial statements included or incorporated by reference in the
Company's Annual Report on Form 10-K for the most recent fiscal year;
(D) any unaudited pro forma consolidated condensed financial
statements included or incorporated by reference in the Prospectus do
not comply as to form in all material respects with the applicable
accounting requirements of the Act and the published rules and
regulations thereunder or the pro forma adjustments have not been
properly applied to the historical amounts in the compilation of
those statements;
(E) as of a specified date not more than five days prior to the
date of such letter, there have been any changes in the consolidated
capital stock (other than issuances of capital stock upon exercise of
options and stock appreciation rights, upon earn-outs of performance
shares and upon conversions of convertible
2
30
securities, in each case which were outstanding on the date of the
latest balance sheet included or incorporated by reference in the
Prospectus) or any increase in the consolidated long-term debt of
the Company and its subsidiaries, or any decreases in consolidated
net current assets or stockholders' equity or other items specified
by the Representatives, or any increases in any items specified by
the Representatives, in each case as compared with amounts shown in
the latest balance sheet included or incorporated by reference in
the Prospectus, except in each case for changes, increases or
decreases which the Prospectus discloses have occurred or may occur
or which are described in such letter; and
(F) for the period from the date of the latest financial
statements included or incorporated by reference in the Prospectus
to the specified date referred to in clause (E) there were any
decreases in consolidated net revenues or operating profit or the
total or per share amounts of consolidated net income or other items
specified by the Representatives, or any increases in any items
specified by the Representatives, in each case as compared with the
comparable period of the preceding year and with any other period of
corresponding length specified by the Representatives, except in
each case for increases or decreases which the Prospectus discloses
have occurred or may occur or which are described in such letter;
and
(vii) In addition to the audit referred to in their report(s)
included or incorporated by reference in the Prospectus and the limited
procedures, inspection of minute books, inquiries and other procedures
referred to in paragraphs (iii) and (vi) above, they have carried out
certain specified procedures, not constituting an audit in accordance with
generally accepted auditing standards, with respect to certain amounts,
percentages and financial information specified by the Representatives
which are derived from the general accounting records of the Company and
its subsidiaries, which appear in the Prospectus (excluding documents
incorporated by reference), or in Part II of, or in exhibits and schedules
to, the Registration Statement specified by the Representatives or in
documents incorporated by reference in the Prospectus specified by the
Representatives, and have compared certain of such amounts, percentages
and financial information with the accounting records of the Company and
its subsidiaries and have found them to be in agreement.
All references in this Annex II to the Prospectus shall be deemed to refer
to the Prospectus (including the documents incorporated by reference therein) as
defined in the Underwriting Agreement General Terms and Conditions incorporated
by reference into the Pricing Agreement with respect to the Designated
Securities for purposes of such letter and to the Prospectus as amended or
supplemented (including the documents incorporated by reference therein) in
relation to the applicable Designated Securities for purposes of the letter
delivered at the Time of Delivery for such Designated Securities.
3