EXHIBIT 4.29
PLEDGE AGREEMENT
PLEDGE AGREEMENT, dated as of ,199 (this "Agreement"), among ITT Hartford
Group, Inc., a Delaware corporation (the "Company"), [Name of Collateral
Agent], as collateral agent (in such capacity, together with its successors in
such capacity, the "Collateral Agent"), and [Name of Purchase Contract Agent],
as purchase contract agent and as attorney-in-fact of the Holders (as
hereinafter defined) from time to time of the Securities (as hereinafter
defined) (in such capacity, together with its successors in such capacity, the
"Purchase Contract Agent") under the Purchase Contract Agreement (as hereinafter
defined).
RECITALS
The Company and the Purchase Contract Agent are parties to the Purchase
Contract Agreement, dated as of the date hereof (as modified and supplemented
and in effect from time to time, the "Purchase Contract Agreement"), pursuant to
which there will be issued % Automatic Common Exchange Securities (the
"Securities").
Each Security consists of (a) one Purchase Contract (as hereinafter
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defined) and (b) % United States Treasury Notes due , ("Treasury
-
Notes") having a principal amount equal to $ (the "Stated Amount") and
maturing on , (the "Final Settlement Date"), subject to the pledge of
such Treasury Notes created hereby.
Pursuant to the terms of the Purchase Contract Agreement and the Purchase
Contracts, the Holders from time to time of the Securities have irrevocably
authorized the Purchase Contract Agent, as attorney-in-fact of such Holders,
among other things to execute and deliver this Agreement on behalf of such
Holders and to grant the pledge provided hereby of the Treasury Notes
constituting part of such Securities as provided herein and subject to the terms
hereof.
Accordingly, the Company, the Collateral Agent and the Purchase Contract
Agent, on its own behalf and as attorney-in-fact of the Holders from time to
time of the Securities, agree as follows:
Section 1. Definitions. For all purposes of this Agreement, except as
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otherwise expressly provided or unless the context otherwise requires:
(1) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular; and
(2) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any
particular Article, Section or other subdivision.
"Act" has the meaning specified in the Purchase Contract Agreement.
"Agreement" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more agreements
supplemental hereto entered into pursuant to the applicable provisions hereof.
"Applicable Treasury Regulations" means Subpart O-Book-Entry Procedure
of Title 31 of the Code of Federal Regulations (31 CFR (S) 306.115 et. seq.) and
any other regulations of the United States Treasury Department from time to time
applicable to the transfer or pledge of book-entry U.S. Treasury Securities.
"Beneficial Owner" has the meaning specified in Section 8.9.
"Board Resolution" has the meaning specified in the Purchase Contract
Agreement.
"Business Day" means any day that is not a Saturday, a Sunday or a
day on which the New York Stock Exchange or banking institutions or trust
companies in The City of New York are authorized or obligated by law or
executive order to be closed.
"Collateral Agent" has the meaning specified in the first paragraph of
this instrument.
"Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor shall have become such, and
thereafter "Company" shall mean such successor.
"Early Settlement" has the meaning specified in the Purchase Contract
Agreement.
"Early Settlement Amount" has the meaning specified in the Purchase
Contract Agreement.
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"Final Settlement Date" has the meaning specified in the Recitals.
"Holder" when used with respect to a Security, or a Purchase Contract
constituting a part thereof, has the meaning specified in the Purchase Contract
Agreement.
"Opinion of Counsel" has the meaning specified in the Purchase
Contract Agreement.
"Outstanding Securities" has the meaning specified in the Purchase
Contract Agreement.
"Outstanding Security Certificates" has the meaning specified in the
Purchase Contract Agreement.
"Person" means any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political
subdivision thereof.
"Pledge" has the meaning specified in Section 2 hereof.
"Pledged Treasury Notes" has the meaning specified in Section 2
hereof.
"Purchase Contract" has the meaning specified in the Purchase Contract
Agreement.
"Purchase Contract Agent" has the meaning specified in the first
paragraph of this instrument.
"Security" has the meaning specified in the Recitals.
"Security Certificate" has the meaning specified in the Purchase
Contract Agreement.
"Stated Amount" has the meaning specified in the Recitals.
"Termination Event" has the meaning specified in the Purchase Contract
Agreement.
"Treasury Notes" has the meaning specified in the Recitals.
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Section 2. The Pledge. The Holders from time to time of the Securities
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acting through the Purchase Contract Agent, as their attorney-in-fact, hereby
pledge and grant to the Collateral Agent, as collateral security for the
performance when due by such Holders of their respective obligations under the
Purchase Contracts constituting part of such Securities, for the benefit of the
Company, a security interest in all of the right, title and interest of such
Holders in the Treasury Notes constituting a part of such Securities. Prior to
or concurrently with the execution and delivery of this Agreement, the initial
Holders and the Collateral Agent shall (i) cause the Treasury Notes to be
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delivered to the Collateral Agent by Federal Reserve Bank-Wire to the account of
the Collateral Agent designated by it for such purpose and (ii) take appropriate
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action so that the applicable Federal Reserve Bank through which such Treasury
Notes have been purchased will reflect such transfer and the Pledge by
appropriate entries in its records in accordance with Applicable Treasury
Regulations. In addition, the execution and delivery hereof by the Purchase
Contract Agent and the Collateral Agent shall constitute (a) the notification to
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the Collateral Agent (as bailee or otherwise) of the Pledge and (b) an
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acknowledgment by the Collateral Agent (as third party in possession or
otherwise) of the Pledge and of its holding of such Treasury Notes subject to
the Pledge, in each case, for purposes of perfecting the Pledge under
Applicable Treasury Regulations and other applicable law, including, to the
extent applicable, the Uniform Commercial Code as adopted and in effect in any
applicable jurisdiction. The pledge provided in this Section 2 is herein
referred to as the "Pledge" and the Treasury Notes subject to the Pledge,
excluding any Treasury Notes released from the Pledge as provided in Section 4
hereof, are hereinafter referred to as the "Pledged Treasury Notes." Subject to
the Pledge, the Holders from time to time of the Securities shall have full
beneficial ownership of the Treasury Notes constituting a part of such
Securities.
Section 3. Distribution of Principal and Interest. (a) All payments of
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principal of, or interest on, any Treasury Notes constituting part of the
Securities received by the Collateral Agent shall be paid by the Collateral
Agent by wire transfer in same day funds no later than 2:00 p.m., New York City
time on the Business Day such interest payment is received by the Collateral
Agent (provided that in the event such interest payment is received by the
Collateral Agent on a day that is not a Business Day or after 2:00 p.m., New
York City time, on a Business Day, then such payment shall be made no later than
9:00 a.m., New York
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City time, on the next succeeding Business Day) (i) in the case of (A) interest
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payments and (B) any principal payments with respect to any Treasury Notes that
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have been released from the Pledge pursuant to Section 4 hereof, to the Purchase
Contract Agent to the account designated by it for such purpose and (ii) in the
--
case of principal payments on any Pledged Treasury Notes, to the Company, in
full satisfaction of the respective obligations of the Holders of the Securities
of which such Pledged Treasury Notes are a part under the Purchase Contracts
forming a part of such Securities. All such payments received by the Purchase
Contract Agent as provided herein shall be applied by the Purchase Contract
Agent pursuant to the provisions of the Purchase Contract Agreement. If,
notwithstanding the foregoing, the Purchase Contract Agent shall receive any
payments of principal on account of any Pledged Treasury Notes, the Purchase
Contract Agent shall hold the same as trustee of an express trust for the
benefit of the Company (and promptly deliver over to the Company) for
application to the obligations of the Holders of the Securities of which such
Treasury Notes are a part under the Purchase Contracts relating to the
Securities of which such Treasury Notes are a part, and such Holders shall
acquire no right, title or interest in any such payments of principal so
received.
Section 4. Release of Pledged Treasury Notes. (a) Upon notice to
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the Collateral Agent by the Company or the Purchase Contract Agent that there
has occurred a Termination Event, the Collateral Agent shall release all Pledged
Treasury Notes from the Pledge and shall transfer all such Treasury Notes, free
and clear of any lien, pledge or security interest created hereby, to the
Purchase Contract Agent.
(b) Upon notice to the Collateral Agent by the Purchase Contract Agent
that one or more Holders of Securities have elected to effect Early Settlement
of their respective obligations under the Purchase Contracts forming a part of
such Securities in accordance with the terms of the Purchase Contracts and the
Purchase Contract Agreement, and that the Purchase Contract Agent has received
from such Holders, and paid to the Company, the related Early Settlement
Amounts pursuant to the terms of the Purchase Contracts and the Purchase
Contract Agreement and that all conditions to such Early Settlement have been
satisfied, then the Collateral Agent shall release from the Pledge Pledged
Treasury Notes with a principal amount equal to the product of (i) the Stated
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Amount times (ii) the number of such
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Purchase Contracts as to which such Holders have elected to effect Early
Settlement.
(c) Transfers of Treasury Notes pursuant to Section 4(a) or (b) shall
be by Federal Reserve Bank-Wire or in another appropriate manner, (i) if the
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Collateral Agent shall have received such notification at or prior to 1:00 p.m.,
New York City time, on a Business Day, then no later than 2:00 p.m., New York
City time, on such Business Day and (ii) if the Collateral Agent shall have
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received such notification on a day that is not a Business Day or after 1:00
p.m., New York City time, on a Business Day, then no later than 9:00 a.m., New
York City time, on the next succeeding Business Day.
Section 5. Rights and Remedies. (a) The Collateral Agent shall have
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all of the rights and remedies with respect to the Pledged Treasury Notes of a
secured party under the Uniform Commercial Code as in effect in the State of New
York (the "Code") (whether or not said Code is in effect in the jurisdiction
where the rights and remedies are asserted) and such additional rights and
remedies to which a secured party is entitled under the laws in effect in any
jurisdiction where any rights and remedies hereunder may be asserted.
(b) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, in the event the Collateral Agent is unable
to make payments to the Company on account of principal payments of any Pledged
Treasury Notes as provided in Section 3 hereof in satisfaction of the
obligations of the Holder of the Securities of which such Pledged Treasury Notes
are a part under the Purchase Contracts forming a part of such Securities, the
Collateral Agent shall have and may exercise, with reference to such Pledged
Treasury Notes and such obligations of such Holder, any and all of the rights
and remedies available to a secured party under the Code after default by a
debtor, and as otherwise granted herein or under any other law.
(c) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably
authorized to receive and collect all payments of principal of or interest on
the Pledged Treasury Notes.
(d) The Purchase Contract Agent agrees that, from time to time, upon
the written request of the Collateral Agent, the Purchase Contract Agent shall
execute and deliver
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such further documents and do such other acts and things as the Collateral Agent
may reasonably request in order to maintain the Pledge, and the perfection and
priority thereof, and to confirm the rights of the Collateral Agent hereunder.
Section 6. The Collateral Agent. The Collateral Agent and the Company
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hereby agree between themselves as follows (it being understood and agreed that
neither the Purchase Contract Agent nor any Holder of Securities shall have any
rights under this Section 6):
6.1 Appointment, Powers and Immunities. The Collateral Agent
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shall act as agent for the Company hereunder with such powers as are
specifically vested in the Collateral Agent by the terms of this
Agreement, together with such other powers as are reasonably
incidental thereto. The Collateral Agent: (a) shall have no duties or
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responsibilities except those expressly set forth in this Agreement
and no implied covenants or obligations shall be inferred from this
Agreement against the Collateral Agent, nor shall the Collateral Agent
be bound by the provisions of any agreement by any party hereto beyond
the specific terms hereof; (b) shall not be responsible to the Company
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for any recitals contained in this Agreement, or in any certificate or
other document referred to or provided for in, or received by it
under, this Agreement, the Securities or the Purchase Contract
Agreement, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement (other than as against
the Collateral Agent), the Securities or the Purchase Contract
Agreement or any other document referred to or provided for herein or
therein or for any failure by the Company or any other Person (except
the Collateral Agent) to perform any of its obligations hereunder or
thereunder; (c) shall not be required to initiate or conduct any
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litigation or collection proceedings hereunder (except pursuant to
directions furnished under Section 6.2 hereof); (d) shall not be
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responsible for any action taken or omitted to be taken by it
hereunder or under any other document or instrument referred to or
provided for herein or in connection herewith or therewith, except for
its own negligence; and (e) shall not be required to advise any party
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as to selling or retaining, or taking or refraining from taking any
action with respect to, any securities or other property deposited
hereunder. Subject to the foregoing, during the term
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of this Agreement the Collateral Agent shall take all reasonable action
in connection with the safe keeping and preservation of the Pledged
Treasury Notes hereunder.
No provision of this Agreement shall require the Collateral Agent
to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder. In no
event shall the Collateral Agent be liable for any amount in excess of
the value of the Pledged Treasury Notes.
6.2 Instructions of the Company. The Company shall have the
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right, by one or more instruments in writing executed and delivered to
the Collateral Agent, to direct the time, method and place of
conducting any proceeding for any right or remedy available to the
Collateral Agent, or of exercising any power conferred on the
Collateral Agent, or to direct the taking or refraining from taking of
any action authorized by this Agreement; provided, however, that (i)
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such direction shall not conflict with the provisions of any law or of
this Agreement and (ii) the Collateral Agent shall be adequately
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indemnified as provided herein. Nothing in this Section 6.2 shall
impair the right of the Collateral Agent in its discretion to take
any action or omit to take any action which it deems proper and which
is not inconsistent with such direction.
6.3 Reliance by Collateral Agent. The Collateral Agent shall be
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entitled to rely upon any certification, order, judgment, opinion,
notice or other communication (including, without limitation, any
thereof by telephone, telecopy, telex, telegram or cable) believed by
it to be genuine and correct and to have been signed or sent by or on
behalf of the proper Person or Persons (without being required to
determine the correctness of any fact stated therein), and upon advice
and statements of legal counsel and other experts selected by the
Collateral Agent. As to any matters not expressly provided for by this
Agreement, the Collateral Agent shall in all cases be fully protected
in acting, or in refraining from acting, hereunder in accordance with
instructions given by the Company in accordance with this Agreement.
6.4 Rights in Other Capacities. The Collateral Agent and its
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affiliates may (without having to account therefor to the Company)
accept deposits from, lend
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money to, make investments in and generally engage in any kind of
banking, trust or other business with the Purchase Contract Agent and
any Holder of Securities (and any of their subsidiaries or affiliates)
as if it were not acting as the Collateral Agent, and the Collateral
Agent and its affiliates may accept fees and other consideration from
the Purchase Contract Agent and any Holder of Securities without
having to account for the same to the Company, provided that the
Collateral Agent covenants and agrees with the Company that the
Collateral Agent shall not accept, receive or permit there to be
created in its favor any security interest, lien or other encumbrance
of any kind in or upon the Pledged Treasury Notes.
6.5 Non-Reliance on Collateral Agent. The Collateral Agent shall
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not be required to keep itself informed as to the performance or
observance by the Purchase Contract Agent or any Holder of Securities
of this Agreement, the Purchase Contract Agreement, the Securities or
any other document referred to or provided for herein or therein or
to inspect the properties or books of the Purchase Contract Agent or
any Holder of Securities. The Collateral Agent shall not have any duty
or responsibility to provide the Company with any credit or other
information concerning the affairs, financial condition or business of
the Purchase Contract Agent or any Holder of Securities (or any of
their affiliates) that may come into the possession of the Collateral
Agent or any of its affiliates.
6.6 Compensation and Indemnity. The Company agrees: (i) to pay
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the Collateral Agent from time to time reasonable compensation for all
services rendered by it hereunder and (ii) to indemnify the Collateral
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Agent for, and to hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on its part, arising
out of or in connection with the acceptance or administration of its
powers and duties under this Agreement, including the costs and
expenses of defending itself against any claim or liability in
connection with the exercise or performance of such powers and
duties.
6.7 Failure to Act. In the event of any ambiguity in the
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provisions of this Agreement or any dispute between or conflicting
claims by or among the undersigned and/or any other person or entity
with respect to any funds or property deposited hereunder, the
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Collateral Agent shall be entitled, at its sole option, to refuse
to comply with any and all claims, demands or instructions with
respect to such property or funds so long as such dispute or conflict
shall continue, and the Collateral Agent shall not be or become liable
in any way to any of the undersigned for its failure or refusal to
comply with such conflicting claims, demands or instructions. The
Collateral Agent shall be entitled to refuse to act until either (i)
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such conflicting or adverse claims or demands shall have been finally
determined by a court of competent jurisdiction or settled by
agreement between the conflicting parties as evidenced in a writing,
satisfactory to the Collateral Agent or (ii) the Collateral Agent
--
shall have received security or an indemnity satisfactory to the
Collateral Agent sufficient to save the Collateral Agent harmless from
and against any and all loss, liability or expense which the
Collateral Agent may incur by reason of its acting. The Collateral
Agent may in addition elect to commence an interpleader action or seek
other judicial relief or orders as the Collateral Agent may deem
necessary. Notwithstanding anything contained herein to the contrary,
the Collateral Agent shall not be required to take any action that is
in its reasonable opinion contrary to law or to the terms of this
Agreement, or which would in its reasonable opinion subject it or
any of its officers, employees or directors to liability.
6.8 Resignation of Collateral Agent. Subject to the appointment
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and acceptance of a successor Collateral Agent as provided below, (a)
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the Collateral Agent may resign at any time by giving notice thereof
to the Company and the Purchase Contract Agent, (b) the Collateral
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Agent may be removed at any time by the Company and (c) if the
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Collateral Agent fails to perform any of its material obligations
hereunder in any material respect for a period of not less than 20
days after receiving notice of such failure by the Purchase Contract
Agent and such failure shall be continuing, the Collateral Agent may
be removed by the Purchase Contract Agent. The Purchase Contract
Agent shall promptly notify the Company of any removal of the
Collateral Agent pursuant to clause (c) of the immediately preceding
sentence. Upon any such resignation or removal, the Company shall have
the right to appoint a successor Collateral Agent. If no successor
Collateral Agent shall have been so appointed and shall have accepted
such appointment within 30 days after the retiring Collateral Agent's
giving of notice of
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resignation or such removal, then the retiring Collateral Agent may
petition any court of competent jurisdiction for the appointment of a
successor Collateral Agent. The Collateral Agent shall be a bank which
has an office in New York, New York with a combined capital and
surplus of at least $50,000,000. Upon the acceptance of any
appointment as Collateral Agent hereunder by a successor Collateral
Agent, such successor Collateral Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of
the retiring Collateral Agent, and the retiring Collateral Agent
shall take all appropriate action to transfer any money and property
held by it hereunder (including the Pledged Treasury Notes) to such
successor Collateral Agent. The retiring Collateral Agent shall, upon
such succession, be discharged from its duties and obligations as
Collateral Agent hereunder. After any retiring Collateral Agent's
resignation hereunder as Collateral Agent, the provisions of this
Section 6 shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as the
Collateral Agent.
6.9 Right to Appoint Agent or Advisor. The Collateral Agent shall
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have the right to appoint agents or advisors in connection with any of
its duties hereunder, and the Collateral Agent shall not be liable
for any action taken or omitted by such agents or advisors selected in
good faith.
The provisions of this Section 6 shall survive termination of this
Agreement and the resignation or removal of the Collateral Agent.
Section 7. Amendment.
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7.1 Amendment Without Consent of Holders. Without the consent of any
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Holders, the Company, the Collateral Agent and the Purchase Contract Agent, at
any time and from time to time, may amend this Agreement, in form satisfactory
to the Company, the Collateral Agent and the Purchase Contract Agent, for any
of the following purposes:
(1) to evidence the succession of another Person to the Company,
and the assumption by any such successor of the covenants of the
Company; or
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(2) to add to the covenants of the Company for the benefit of the
Holders, or to surrender any right or power herein conferred upon the
Company; or
(3) to evidence and provide for the acceptance of appointment
hereunder by a successor Collateral Agent or Purchase Contract Agent;
or
(4) to cure any ambiguity, to correct or supplement any
provisions herein which may be inconsistent with any other such
provisions herein, or to make any other provisions with respect to
such matters or questions arising under this Agreement, provided such
action shall not adversely affect the interests of the Holders.
7.2 Amendment with Consent of Holders. With the consent of the Holders
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of not less than 66 2/3% of the Outstanding Securities, by Act of said Holders
delivered to the Company, the Agent and the Collateral Agent, the Company, when
authorized by a Board Resolution, the Agent and the Collateral Agent may amend
this Agreement for the purpose of modifying in any manner the provisions of
this Agreement or the rights of the Holders in respect of the Securities;
provided, however, that no such supplemental agreement shall, without the
consent of the Holder of each Outstanding Security affected thereby,
(1) change the amount or type of Treasury Notes underlying a
Security, impair the right of the Holder of any Security to receive
interest payments on the underlying Treasury Notes or otherwise
adversely affect the Holder's rights in or to such Treasury Notes; or
(2) otherwise effect any action that would require the consent
of the Holder of each Outstanding Security affected thereby pursuant
to the Purchase Contract Agreement if such action were effected by an
agreement supplemental thereto; or
(3) reduce the percentage of Outstanding Securities the consent
of whose Holders is required for any such amendment.
It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed amendment, but it shall be
sufficient if such Act shall approve the substance thereof.
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7.3 Execution of Amendments. In executing any amendment permitted by
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this Section, the Collateral Agent and the Purchase Contract Agent shall be
entitled to receive and (subject to Section 6.1 hereof, with respect to the
Collateral Agent, and Section 7.1 of the Purchase Contract Agreement, with
respect to the Purchase Contract Agent) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement.
7.4 Effect of Amendments. Upon the execution of any amendment under
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this Section, this Agreement shall be modified in accordance therewith, and such
amendment shall form a part of this Agreement for all purposes; and every Holder
of Security Certificates theretofore or thereafter authenticated, executed on
behalf of the Holders and delivered under the Purchase Contract Agreement shall
be bound thereby.
7.5 Reference to Amendments. Security Certificates authenticated,
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executed on behalf of the Holders and delivered after the execution of any
amendment pursuant to this Section may, and shall if required by the Collateral
Agent or the Purchase Contract Agent, bear a notation in form approved by the
Purchase Contract Agent and the Collateral Agent as to any matter provided for
in such amendment. If the Company shall so determine, new Security Certificates
so modified as to conform, in the opinion of the Collateral Agent, the Purchase
Contract Agent and the Company, to any such amendment may be prepared and
executed by the Company and authenticated, executed on behalf of the Holders and
delivered by the Purchase Contract Agent in accordance with the Purchase
Contract Agreement in exchange for Outstanding Security Certificates.
Section 8. Miscellaneous.
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8.1 No Waiver. No failure on the part of the Collateral Agent or any
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of its agents to exercise, and no course of dealing with respect to, and no
delay in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise by the Collateral Agent
or any of its agents of any right, power or remedy hereunder preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
The remedies herein are cumulative and are not exclusive of any remedies
provided by law.
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8.2 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
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IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Company, the
Collateral Agent and the Holders from time to time of the Securities, acting
through the Purchase Contract Agent as their attorney-in-fact, hereby submit to
the nonexclusive jurisdiction of the United States District Court for the
Southern District of New York and of any New York state court sitting in New
York City for the purposes of all legal proceedings arising out of or relating
to this Agreement or the transactions contemplated hereby. The Company, the
Collateral Agent and the Holders from time to time of the Securities, acting
through the Purchase Contract Agent as their attorney-in-fact, irrevocably
waive, to the fullest extent permitted by applicable law, any objection which
they may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such
a court has been brought in an inconvenient forum.
8.3 Notices. All notices, requests, consents and other communications
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provided for herein (including, without limitation, any modifications of, or
waivers or consents under, this Agreement) shall be given or made in writing
(including, without limitation, by telecopy) delivered to the intended recipient
at the "Address for Notices" specified below its name on the signature pages
hereof or, as to any party, at such other address as shall be designated by such
party in a notice to the other parties. Except as otherwise provided in this
Agreement, all such communications shall be deemed to have been duly given when
transmitted by telecopier or personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or ad dressed as aforesaid.
8.4 Successors and Assigns. This Agreement shall be binding upon and
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inure to the benefit of the respective successors and assigns of the Company,
the Collateral Agent and the Purchase Contract Agent, and the Holders from time
to time of the Securities, by their acceptance of the same, shall be deemed to
have agreed to be bound by the provisions hereof and to have ratified the
agreements of, and the grant of the Pledge hereunder by, the Purchase Contract
Agent.
8.5 Counterparts. This Agreement may be executed in any number of
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counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.
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8.6 Severability. If any provision hereof is invalid and unenforceable
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in any jurisdiction, then, to the fullest extent permitted by law, (i) the other
-
provisions hereof shall remain in full force and effect in such jurisdiction
and shall be liberally construed in order to carry out the intentions of the
parties hereto as nearly as may be possible and (ii) the invalidity or
--
unenforceability of any provision hereof in any jurisdiction shall not affect
the validity or enforceability of such provision in any other jurisdiction.
8.7 Expenses, etc. The Company agrees to reimburse the Collateral
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Agent for: (a) all reasonable out-of-pocket costs and expenses of the Collateral
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Agent (including, without limitation, the reasonable fees and expenses of
counsel to the Collateral Agent), in connection with (i) the negotiation,
-
preparation, execution and delivery or performance of this Agreement and (ii)
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any modification, supplement or waiver of any of the terms of this Agreement;
(b) all reasonable costs and expenses of the Collateral Agent (including,
-
without limitation, reasonable fees and expenses of counsel) in connection with
(i) any enforcement or proceedings resulting or incurred in connection with
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causing any Holder of Securities to satisfy its obligations under the Purchase
Contracts forming a part of the Securities and (ii) the enforcement of this
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Section 8.7; and (c) all transfer, stamp, documentary or other similar taxes,
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assessments or charges levied by any governmental or revenue authority in
respect of this Agreement or any other document referred to herein and all
costs, expenses, taxes, assessments and other charges incurred in connection
with any filing, registration, recording or perfection of any security interest
contemplated hereby.
8.8 Security Interest Absolute. All rights of the Collateral Agent and
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security interests hereunder, and all obligations of the Holders from time to
time of the Securities hereunder, shall be absolute and unconditional
irrespective of:
(a) any lack of validity or enforceability of any provision of
the Purchase Contracts or the Securities or any other agreement or
instrument relating thereto;
(b) any change in the time, manner or place of payment of, or any
other term of, or any increase in the amount of, all or any of the
obligations of Holders of Securities under the related Purchase
Contracts, or any other amendment or waiver of any term of, or any
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consent to any departure from any requirement of, the Purchase
Contract Agreement or any Purchase Contract or any other agreement or
instrument relating thereto; or
(c) any other circumstance which might otherwise constitute a
defense available to, or discharge of, a borrower, a guarantor or a
pledgor.
8.9 Tax Ownership of Treasury Notes. Each Holder of a Security
-------------------------------
Certificate evidencing Securities, each person that acquires a beneficial
ownership interest in Securities (a "Beneficial Owner"), by its acceptance
thereof, and the Company agree (i) that such Beneficial Owner is the owner for
United States federal income tax purposes of the Treasury Notes constituting a
part of the Securities beneficially owned by it and (ii) to file all United
States federal, state and local tax returns and reports and to prepare all
financial accounting reports required to be filed or prepared by it in a manner
consistent therewith (including, in the case of a Beneficial Owner, reporting
such Beneficial Owner's pro rata share of all income, gain or loss with respect
to such Treasury Notes).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
ITT HARTFORD GROUP, INC.
By:______________________________
Name:
Title:
Address for Notices:
Hartford Plaza
Hartford, Connecticut 06115
Attention: Treasurer
Telecopy: (860) 547-5966
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[NAME OF PURCHASE CONTRACT AGENT],
as Purchase Contract Agent and as
attorney-in-fact of the Holders from
time to time of the Securities
By:______________________________
Name:
Title:
Address for Notices:
Attention:
[NAME OF COLLATERAL AGENT],
as Collateral Agent
By:______________________________
Name:
Title:
Address for Notices:
Attention:
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