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Exhibit 4.11
OMNIBUS INSTRUMENT
WITH REGARD TO
HARTFORD LIFE GLOBAL FUNDING TRUST 20[-]-[-]
WHEREAS, the parties named herein desire to enter into certain Issuance
Documents, each such document dated as of the date specified in this Omnibus
Instrument relating to the issuance by Hartford Life Global Funding Trust
20[-]-[-] (the "TRUST") of Hartford Life Global Funding Trust 20[-]-[-] Notes
(the "NOTES") with the terms specified in the Pricing Supplement attached to
this Omnibus Instrument as Exhibit A (the "Pricing Supplement") to investors
under Hartford Life's secured notes program;
WHEREAS, the Trust will be organized under and its activities will be
governed by (i) the provisions of the Trust Agreement (set forth in Section A of
this Omnibus Instrument), dated as of [-], 20[-] (the "Formation Date") by and
between the parties thereto indicated in Section E herein, and (ii) the
certificate of trust of the Trust;
WHEREAS, the Notes will be issued pursuant to the Indenture (set forth in
Section B of this Omnibus Instrument), dated as of [-], 20[-] (the "Issuance
Date"), by and between the parties thereto indicated in Section E herein;
WHEREAS, the sale of the Notes will be governed by the Distribution
Agreement (set forth in Section C of this Omnibus Instrument), dated as of the
Formation Date, by and between the parties thereto indicated in Section E
herein; and
WHEREAS, certain agreements relating to the Notes and the funding agreement
identified in the Pricing Supplement (the "Funding Agreement") are set forth in
the Coordination Agreement (set forth in Section D of this Omnibus Instrument),
dated as of the Formation Date, by and among the parties thereto indicated in
Section E herein.
All capitalized terms used herein and not otherwise defined will have the
meanings set forth in the Indenture. This Omnibus Instrument is executed as of
the Formation Date.
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party hereby agrees as set forth herein.
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SECTION A
TRUST AGREEMENT
THIS TRUST AGREEMENT, dated as of the Formation Date, is entered into by
and among AMACAR Pacific Corp., a Delaware corporation, as administrator (in
such capacity, the "ADMINISTRATOR") and as trust beneficial owner (in such
capacity, the "TRUST BENEFICIAL OWNER") and Wilmington Trust Company, a Delaware
banking corporation, as Delaware trustee (the "DELAWARE TRUSTEE").
W I T N E S S E T H:
WHEREAS, the Trust Beneficial Owner, the Administrator and the Delaware
Trustee desire to establish a statutory trust organized pursuant to the Delaware
Statutory Trust Act for the purpose of issuing Notes to investors which will be
secured, and payments with respect to which will be funded, solely by the assets
held in the Trust (as defined in this Omnibus Instrument), the proceeds of which
will be used to purchase the Funding Agreement;
WHEREAS, the Trust Beneficial Owner, the Administrator and the Delaware
Trustee desire to authorize the issuance of a Trust Beneficial Interest and the
Notes in connection with the entry into this Trust Agreement and the Indenture;
WHEREAS, all things necessary to make this Trust Agreement a valid and
legally binding agreement of the Trust Beneficial Owner, the Administrator and
the Delaware Trustee, enforceable in accordance with its terms, have been done;
WHEREAS, the parties intend to provide for, among other things, (i) the
issuance and sale of the Notes (pursuant to the Indenture and the Distribution
Agreement) and the Trust Beneficial Interest, (ii) the use of the proceeds of
the sale of the Notes and Trust Beneficial Interest to acquire the Funding
Agreement and (iii) all other actions deemed necessary or desirable in
connection with the transactions contemplated by this Trust Agreement; and
WHEREAS, the parties hereto desire to incorporate by reference those
certain Standard Trust Agreement Terms, filed as Exhibit 4.7 to the Registration
Statement dated July 27, 2004, filed with the Securities Exchange Commission by
Hartford Life (the "STANDARD TRUST AGREEMENT TERMS") and all capitalized terms
not otherwise defined in this Omnibus Instrument shall have the meaning set
forth in the Standard Trust Agreement Terms (the Standard Trust Agreement Terms
and this Trust Agreement, collectively, the "TRUST AGREEMENT").
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party hereby agrees as follows:
PART 1. AGREEMENT TO BE BOUND. The Delaware Trustee, the Administrator and
the Trust Beneficial Owner each hereby agrees to be bound by all of the terms,
provisions and agreements set forth herein, with respect to all matters
contemplated herein, including, without limitation, those relating to the
issuance of the Notes.
PART 2. INCORPORATION BY REFERENCE. All terms, provisions and agreements of
the Standard Trust Agreement Terms (except to the extent expressly modified
herein) are hereby incorporated herein by reference with the same force and
effect as though fully set forth herein. To the extent that the terms set forth
herein are inconsistent with the terms of the Standard Trust Agreement Terms,
the terms set forth herein shall apply.
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PART 3. NAME. The Trust created and governed by this Trust Agreement shall
be designated as indicated in this Omnibus Instrument, as such name may be
modified from time to time by the Delaware Trustee following written notice to
the Trust Beneficial Owner.
PART 4. INITIAL CAPITAL CONTRIBUTION AND OWNERSHIP. The Trust Beneficial
Owner has paid to, or to an account at the direction of, the Delaware Trustee,
on the date hereof, the sum of $15 (or, if the Trust issues Notes at a discount,
the product of $15 and the issue price (expressed as a percentage of the
original principal amount of the Notes)). The Delaware Trustee hereby
acknowledges receipt in trust from the Trust Beneficial Owner, as of the date
hereof, of the foregoing contribution, which shall be used along with the
proceeds from the sale of the Notes to purchase the Funding Agreement. Upon the
creation of the Trust and the registration of the Trust Beneficial Interest in
the Securities Register by the Registrar (as defined in the Standard Trust
Agreement Terms) in the name of the Trust Beneficial Owner, the Trust Beneficial
Owner shall be the sole beneficial owner of the Trust.
PART 5. ACKNOWLEDGMENT. The Delaware Trustee, on behalf of the Trust,
expressly acknowledges its duties and obligations set forth in Section 2.07 of
the Standard Trust Agreement Terms incorporated herein.
PART 6. ADDITIONAL TERMS. None.
PART 7. OMNIBUS INSTRUMENT; EXECUTION AND INCORPORATION OF TERMS. The
parties to this Trust Agreement will enter into this Trust Agreement by
executing the Omnibus Instrument. By executing the Omnibus Instrument, the
Delaware Trustee, the Trust Beneficial Owner and the Administrator hereby agree
that this Trust Agreement will constitute a legal, valid and binding agreement
between the Delaware Trustee, the Trust Beneficial Owner and the Administrator
as of the date specified in the Omnibus Instrument. All terms relating to the
Trust or the Notes not otherwise included in this Trust Agreement will be as
specified in the Omnibus Instrument or Pricing Supplement as indicated herein.
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SECTION B
INDENTURE
THIS INDENTURE, dated as of the Issuance Date, is entered into by and among
JPMorgan Chase Bank as indenture trustee, registrar, transfer agent, paying
agent and calculation agent (collectively, the "INDENTURE TRUSTEE") and the
Trust (as defined in this Omnibus Instrument).
W I T N E S S E T H:
WHEREAS, the Trust has duly authorized the execution and delivery of this
Indenture to provide for the issuance of the Notes (as defined in this Omnibus
Instrument);
WHEREAS, all things necessary to make this Indenture a valid and legally
binding agreement of the Trust and the other parties to this Indenture,
enforceable in accordance with its terms, have been done, and the Trust proposes
to do all things necessary to make the Notes, when executed and authenticated
and delivered pursuant hereto, valid and legally binding obligations of the
Trust as hereinafter provided; and
WHEREAS, the parties hereto desire to incorporate by reference those
certain Standard Indenture Terms, filed as Exhibit 4.1 to the Registration
Statement dated July 27, 2004 filed with the Securities Exchange Commission by
Hartford Life (the "STANDARD INDENTURE TERMS") and all capitalized terms not
otherwise defined in this Omnibus Instrument shall have the meaning set forth in
the Standard Indenture Terms (the Standard Indenture Terms and this Indenture,
collectively, the "INDENTURE").
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party hereby agrees as follows:
PART 1. AGREEMENT TO BE BOUND. The Trust and the Indenture Trustee each
hereby agrees to be bound by all of the terms, provisions and agreements set
forth herein, with respect to all matters contemplated herein, including,
without limitation, those relating to the issuance of the Notes.
PART 2. INCORPORATION BY REFERENCE. All terms, provisions and agreements of
the Standard Indenture Terms (except to the extent expressly modified herein)
are hereby incorporated herein by reference with the same force and effect as
though fully set forth herein. To the extent that the terms set forth herein are
inconsistent with the terms of the Standard Indenture Terms, the terms set forth
herein shall apply.
PART 3. DESIGNATION OF THE NOTES. The Notes issued pursuant to this
Indenture shall be designated as specified in this Omnibus Instrument.
PART 4. ADDITIONAL TERMS. None.
PART 5. OMNIBUS INSTRUMENT; EXECUTION AND INCORPORATION OF TERMS. The
parties to this Indenture will enter into this Indenture by executing the
Omnibus Instrument. By executing the Omnibus Instrument, the Trust and the
Indenture Trustee hereby agree that this Indenture will constitute a legal,
valid and binding agreement between the Trust and the Indenture Trustee as of
the date specified in the Omnibus Instrument. All terms relating to the Trust or
the Notes not otherwise included in this Indenture will be as specified in the
Omnibus Instrument or Pricing Supplement as indicated herein.
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SECTION C
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT, dated as of the Formation Date, is entered
into by and among each Agent specified in the Pricing Supplement as Agent(s),
(each an "AGENT"), Hartford Life Insurance Company, a Connecticut insurance
company ("HARTFORD LIFE") and the Trust (as defined in this Omnibus Instrument).
W I T N E S S E T H:
WHEREAS, the Trust has entered into the Indenture, dated as of the date
hereof, by and between the Trust and JPMorgan Chase Bank, as indenture trustee
(the "INDENTURE TRUSTEE") to provide for the issuance by the Trust of the Notes
(as defined in this Omnibus Instrument);
WHEREAS, all things necessary to make this Distribution Agreement a valid
and legally binding agreement of the Trust and the other parties to this
Distribution Agreement, enforceable in accordance with its terms, have been
done, and the Trust proposes to do all things necessary to make the Notes, when
executed by the Trust and authenticated and delivered pursuant hereto and the
Indenture, valid and legally binding obligations of the Trust as hereinafter
provided; and
WHEREAS, the parties hereto desire to incorporate by reference those
certain Standard Distribution Agreement Terms, filed as Exhibit 1.1 to the
Registration Statement dated July 27, 2004 filed with the Securities Exchange
Commission by Hartford Life (the "STANDARD DISTRIBUTION AGREEMENT TERMS") and
all capitalized terms not otherwise defined in this Omnibus Instrument shall
have the meaning set forth in the Standard Distribution Agreement Terms (the
Standard Distribution Agreement Terms and this Distribution Agreement,
collectively, the "DISTRIBUTION AGREEMENT").
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party hereby agrees as follows:
PART 1. AGREEMENT TO BE BOUND. The Agent(s), Hartford Life and the Trust
each hereby agrees to be bound by all of the terms, provisions and agreements
set forth herein, with respect to all matters contemplated herein, including,
without limitation, those relating to the issuance of the Notes.
PART 2. INCORPORATION BY REFERENCE. All terms, provisions and agreements of
the Standard Distribution Agreement Terms (except to the extent expressly
modified herein) are hereby incorporated herein by reference with the same force
and effect as though fully set forth herein. To the extent that the terms set
forth herein are inconsistent with the terms of the Standard Distribution
Agreement Terms, the terms set forth herein shall apply.
PART 3. PURCHASE OF NOTES. The Agent(s) agree to purchase the Notes having
the terms set forth in the Pricing Supplement for the Notes.
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PART 4. DELIVERY OF OPINIONS. Pursuant to Sections 4.1, 4.2 and 4.5,
Hartford Life, the Trust and the Agent(s) have mutually agreed that the
opinions, negative assurances and/or comfort letter, if any, set forth in
Exhibit B to this Omnibus Instrument are required to be delivered on the
Issuance Date.
PART 5. ADDITIONAL TERMS. None.
PART 6. OMNIBUS INSTRUMENT; EXECUTION AND INCORPORATION OF TERMS. The
parties to this Distribution Agreement will enter into this Distribution
Agreement by executing the Omnibus Instrument. By executing the Omnibus
Instrument the Agents, Hartford Life and the Trust hereby agree that this
Distribution Agreement will constitute a legal, valid and binding agreement
between the Agents, Hartford Life and the Trust as of the date specified in the
Omnibus Instrument. All terms relating to the Trust or the Notes not otherwise
included in this Distribution Agreement will be as specified in the Omnibus
Instrument or Pricing Supplement as indicated herein.
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SECTION D
COORDINATION AGREEMENT
THIS COORDINATION AGREEMENT, dated as of the Formation Date, is entered
into by and among Hartford Life, the Trust and the Indenture Trustee.
W I T N E S S E T H:
WHEREAS, the Trust will enter into the Funding Agreement with Hartford Life
dated as of the Issuance Date;
WHEREAS, the Agent(s) have agreed to sell the Notes in accordance with the
Registration Statement; and
WHEREAS, the Trust intends to issue the Notes in accordance with the
Indenture and to transfer the Funding Agreement to the Indenture Trustee in
accordance with the Indenture to secure payment of the Notes.
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party hereby agrees as follows:
PART 1. AGREEMENT TO BE BOUND. Hartford Life, the Trust and the Indenture
Trustee each hereby agrees to be bound by all of the terms, provisions and
agreements set forth herein, with respect to all matters contemplated herein,
including, without limitation, those relating to the issuance of the Notes.
PART 2. DELIVERY OF THE FUNDING AGREEMENT. The Trust hereby authorizes the
Indenture Trustee to receive the Funding Agreement from Hartford Life pursuant
to the Assignment of the Funding Agreement (the "Assignment"), to be entered
into on the Issuance Date, and included in the closing instrument dated as of
the Issuance Date (the "CLOSING INSTRUMENT").
PART 3. ISSUANCE AND PURCHASE OF THE NOTES. Delivery of the Funding
Agreement to the Indenture Trustee pursuant to the Assignment of the Funding
Agreement shall be confirmation of payment by the Trust for the Funding
Agreement. The Trust hereby directs the Indenture Trustee, upon receipt of the
Funding Agreement pursuant to the Assignment, (a) to authenticate the Notes in
accordance with the Indenture and (b) to (i) deliver each relevant Note to the
clearing system or systems identified in each such Note, or to the nominee or
custodian of such clearing system, for credit to such accounts as the Agent(s)
may direct, or (ii) deliver each relevant Note to the purchasers thereof as
identified by the Agent(s).
PART 4. DIRECTIONS REGARDING PERIODIC PAYMENTS. As registered owner of the
Funding Agreement as collateral securing payments on the Notes, the Indenture
Trustee will receive payments on the Funding Agreement on behalf of the Trust.
The Trust hereby directs the Indenture Trustee to use such funds to make
payments on behalf of the Trust pursuant to the Trust Agreement and the
Indenture.
PART 5. MATURITY OF THE FUNDING AGREEMENT. Upon the maturity of the Funding
Agreement and the return of funds thereunder, the Trust hereby directs the
Indenture Trustee to set aside from such funds an amount sufficient for the
repayment of the outstanding principal on the Notes when due.
PART 6. ACKNOWLEDGEMENT OF PRIOR AGREEMENTS. The Trust hereby acknowledges,
agrees to and become a party to each of the Administrative Services Agreement,
the License Agreement, and the Expense and Indemnity Agreement related to the
Delaware Trustee. The Administrator hereby acknowledges the formation of the
Trust and affirms its obligations to provide services to the Trust as set forth
in the Administrative Services Agreement.
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PART 7. CERTIFICATES. Hartford Life and the Trust each hereby agree to
deliver, on a quarterly basis, such certificate(s) as are required by any rating
agency then rating the Program.
PART 8. NO ADDITIONAL LIABILITY. Nothing in this agreement shall impose any
liability or obligation on the part of any party to this agreement to make any
payment or disbursement in addition to any liability or obligation such party
has under the Issuance Documents or any other agreements related to the Program,
except to the extent that a party has actually received funds which it is
obligated to disburse pursuant to this agreement.
PART 9. NO CONFLICT. This Coordination Agreement is intended to be in
furtherance of the agreements reflected in the documents related to the Issuance
Documents, and not in conflict. To the extent that a provision of this
Coordination Agreement conflicts with the provisions of one or more Issuance
Documents, the provisions of such documents shall govern.
PART 10. GOVERNING LAW. This agreement shall be governed by and construed
in accordance with the laws of the State of New York without regard to the
principles of conflicts of laws thereof.
PART 11. SEVERABILITY. If any provision in this agreement shall be invalid,
illegal or unenforceable, such provisions shall be deemed severable from the
remaining provisions of this agreement and shall in no way affect the validity
or enforceability of such other provisions of this agreement.
PART 12. OMNIBUS INSTRUMENT; EXECUTION AND INCORPORATION OF TERMS. The
parties to this Coordination Agreement will enter into this Coordination
Agreement by executing the Omnibus Instrument. By executing the Omnibus
Instrument, each party hereto agrees that this Coordination Agreement will
constitute a legal, valid and binding agreement by and among Hartford Life, the
Trust and the Indenture Trustee as of the Issuance Date. All terms relating to
the Trust or the Notes not otherwise included in this Coordination Agreement
will be as specified in the Omnibus Instrument or Pricing Supplement as
indicated in the Omnibus Instrument.
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SECTION E
MISCELLANEOUS AND EXECUTION PAGES
Notwithstanding any other provisions of this Omnibus Instrument, no
amendment to this Omnibus Instrument may be made if such amendment would cause
the Trust not to be disregarded or treated as a grantor trust (assuming the
Trust were not disregarded) for U.S. federal income tax purposes.
This Omnibus Instrument may be executed by each of the parties hereto in
any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. Facsimile signatures shall be deemed original
signatures.
Each signatory, by its execution hereof, does hereby become a party to each
of the agreements identified for such party as of the date specified in such
agreements.
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IN WITNESS WHEREOF, the undersigned have executed this Omnibus Instrument.
HARTFORD LIFE INSURANCE COMPANY (in executing below
agrees and becomes a party to (i) the Distribution Agreement set
forth in Section C herein, and (ii) the Coordination Agreement set
forth in Section D herein).
By:
--------------------------------
Name:
Title:
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IN WITNESS WHEREOF, the undersigned have executed this Omnibus Instrument.
HARTFORD LIFE GLOBAL FUNDING TRUST 20[-]-[-] in
executing below agrees and becomes a party to (i) the Indenture
set forth in Section B herein, (ii) the Distribution Agreement set
forth in Section C herein and (iii) the Coordination Agreement set
forth in Section D herein).
By: Wilmington Trust Company, not in its individual capacity but
solely as Delaware Trustee
By:
--------------------------------
Name:
Title:
WILMINGTON TRUST COMPANY, in executing below agrees
and becomes a party to the Trust Agreement set forth in Section
A herein, not in its individual capacity but solely as Delaware
Trustee.
By:
--------------------------
Name:
Title:
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IN WITNESS WHEREOF, the undersigned have executed this Omnibus Instrument.
AMACAR PACIFIC CORP. in executing below agrees and
becomes a party to (i) the Trust Agreement set forth in Section A
herein in its capacity as Trust Beneficial Owner and Administrator
and (ii) the Coordination Agreement set forth in Section D herein
in its capacity as Administrator.
By:
--------------------------
Name:
Title:
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IN WITNESS WHEREOF, the undersigned have executed this Omnibus Instrument.
JPMORGAN CHASE BANK in executing below agrees and
becomes a party to (i) the Indenture set forth in Section B herein
in its capacity as Indenture Trustee, Registrar, Transfer Agent,
Paying Agent and Calculation Agent, and (ii) the Coordination
Agreement, set forth in Section D herein in its capacity as
Indenture Trustee.
By:
--------------------------
Name:
Title:
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IN WITNESS WHEREOF, the undersigned have executed this Omnibus Instrument.
BEAR STEARNS & CO. INC. in executing below agrees and
becomes a party to the Distribution Agreement set forth in
Section C herein on behalf of itself and each of the agents
named in the Pricing Supplement.
By:
--------------------------
Name:
Title:
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EXHIBIT A
PRICING SUPPLEMENT
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EXHIBIT B
RATINGS; REQUIRED DELIVERIES
RATINGS:
In connection with Section 1.1.3 of the Distribution Agreement, the Program
under which the Notes are issued, as well as the Notes, are anticipated to be
rated [-] by Moody's and the Notes are rated [-] by S&P. In connection with
Section 1.3.10 of the Distribution Agreement, the Company's financial strength
rating is [-] by Moody's and [-] by S&P.
REQUIRED DELIVERIES:
Pursuant to Section 4.1, 4.2 and/or 4.5 of the Distribution Agreement the
following opinions, negative assurances and/or comfort letter are required to be
delivered on the Issuance Date (as defined in the Omnibus Instrument):
[-]
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