FUNDING AGREEMENTFinancial Services Agreement |
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MTN GLOBAL FUNDING AGREEMENT
Principal Life Insurance
Company
711 High Street
Des Moines, Iowa 50392-0001
(515) 247-5111
In consideration of the
payment made by, or at the direction of,
Principal Life Income Fundings Trust 2006-92
(the “Agreement Holder”)
of the Net Deposit, as
described below, Principal Life Insurance Company (“Principal
Life”) agrees to make payments to the person or persons entitled to them,
subject to the provisions of this funding agreement (this
“Agreement”).
This Agreement is delivered
in and subject to the laws of the State of Iowa.
This Agreement is issued and
accepted subject to all the terms set out in it.
This Agreement is executed by
Principal Life at its Corporate Center to take effect as of the 20th day of
December, 2006, which is referred to as the Effective Date, subject to the
receipt by Principal Life or its designee of the Net Deposit (as set forth in
Section 1).
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/s/ Joyce N. Hoffman |
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/s/ Larry Zimpleman |
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Senior Vice President and |
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President and |
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Corporate Secretary |
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Chief Operating Officer |
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/s/ Jim Madden |
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Registrar |
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December 20, 2006 |
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GLOBAL FUNDING AGREEMENT NO. 4-54097
RESTRICTIONS REGARDING THE TRANSFER OR SALE OF
THIS FUNDING AGREEMENT OR ANY INTEREST HEREIN ARE SET FORTH HEREIN
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FUNDING AGREEMENT |
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No. 4-54097 |
This
Agreement is issued in connection with the issuance by the Trust (specified in
the Annex) of Secured Notes (the “Notes”) which are identified in
the annex hereto (the “Annex”) and which are being issued by the
Trust pursuant to the Prospectus dated February 16, 2006, the Prospectus
Supplement dated February 16, 2006, as from time to time amended or supplemented,
and the Pricing Supplement applicable to the Notes (the “Pricing
Supplement”). Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Notes. Where used in this Agreement, the
term “Notes” shall mean the Notes secured by this Agreement as the
same exist on the Effective Date, without giving effect to any amendments or
modifications to said Notes effected or made after any such Effective Date
unless such amendments or modifications to said Notes have been consented to in
writing by Principal Life.
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1. |
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Deposit |
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Principal Life
agrees to accept, and the Agreement Holder agrees to pay or cause to be paid
to Principal Life, for value on the Effective Date, the Net Deposit (as
specified in the Annex). All funds received by Principal Life under this
Agreement shall become the exclusive property of Principal Life and remain a
part of Principal Life’s general account without any duty or
requirement of segregation or separate investment. |
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This Agreement
shall become effective only upon the receipt by Principal Life or its
designee of the Net Deposit. |
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2. |
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Fund |
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Upon receipt of
the Net Deposit, Principal Life will establish, under this Agreement, a
bookkeeping account in the name of the Agreement Holder, which will evidence
Principal Life’s obligations under this Agreement. |
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The Deposit
deemed received (as specified in the Annex), (i) less any withdrawals to
make payments hereunder and (ii) plus any interest accrued and premium,
if any, pursuant to Section 7, will be referred to as the
“Fund”. |
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Principal Life
is neither a trustee nor a fiduciary with respect to the Fund. |
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3. |
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Purchase of
Notes By Principal Life |
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Principal Life
may purchase some or all of the Notes in the open market or otherwise at any
time, and from time to time. Simultaneously, upon such purchase, (1) the
purchased Notes shall, by their terms become mandatorily redeemable by the
Trust as specified in the related Pricing Supplement, Prospectus Supplement
and/or Prospectus and (2) the Fund under this Agreement shall be
permanently reduced by the same percentage as the principal amount of the
Notes so redeemed bears to the sum of (i) the aggregate principal amount
of all Notes issued and outstanding immediately prior to such redemption and
(ii) the principal amount of the Trust Beneficial Interest related to
such Notes. If Principal Life, in its sole discretion, engages in such open
market or other purchases, then the Trust, the Indenture Trustee in respect
of such Notes, and Principal Life shall take |
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actions
(including, in the case of Principal Life, making the payment(s) necessary to
effect the Trust’s redemption of such Notes) as may be necessary or
desirable to effect the cancellation of such Notes by the Trust. |
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4. |
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Entire
Agreement |
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This Agreement
and the Annex attached hereto constitute the entire Agreement. |
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5. |
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Representations |
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(a) |
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Each party
hereto represents and warrants to the other that as of the date hereof: |
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(i) |
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it has the
power to enter into this Agreement and to consummate the transactions
contemplated hereby; |
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(ii) |
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this Agreement
has been duly authorized, executed and delivered, this Agreement constitutes
a legal, valid and binding obligation of each party hereto, and this
Agreement is enforceable in accordance with the terms hereof, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors’
rights, and subject as to enforceability to general principles of equity,
regardless of whether enforcement is sought in a proceeding in equity or at
law; and |
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(iii) |
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the execution
and delivery of this Agreement and the performance of obligations hereunder
do not and will not constitute or result in a default, breach or violation of
the terms or provisions of its certificate, articles or charter of
incorporation, declaration of trust, by-laws or any agreement, instrument,
mortgage, judgment, injunction or order applicable to it or any of its
property. |
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(b) |
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The Trust
further represents and warrants to Principal Life that: |
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(i) |
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it is a person
other than a natural person and is purchasing this Agreement for the purpose
of providing collateral security for securities registered with the United
States Securities and Exchange Commission; |
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(ii) |
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it has been
informed and understands that transfer is restricted by the terms of this
Agreement; and |
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(iii) |
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it (a) is
solely responsible for determining whether this Agreement is suitable for the
purpose intended; (b) has carefully read this Agreement (including the
Annex) before signing this Agreement; (c) has had a reasonable
opportunity to make such inquiries as it deemed necessary prior to signing
this Agreement; and (d) has received or had access to such additional
information as it deemed necessary in connection with its decision to sign
this Agreement. |
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In performing
its obligations hereunder Principal Life is not acting as a fiduciary, agent
or other representative for the Agreement Holder or anyone else. All representations
and warranties made by the Agreement Holder and Principal Life in this
Agreement shall be considered to have been relied upon by the other in
connection with the execution hereof. |
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6. |
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Assignment
of Agreement |
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The following
conditions must be satisfied in order to effectuate any assignment of this
Agreement: |
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(i) |
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This Agreement
may only be transferred through a book entry system maintained by Principal
Life, or an agent designated by it, within the meaning of Temporary Treasury
Regulations Section 5f.103-1(c) and Treasury Regulations Section
1.871-14(c)(1)(i). |
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(ii) |
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The Agreement
Holder, and any assignee, must comply with applicable securities laws. |
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(iii) |
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Principal Life
has consented in writing to the proposed assignment, such consent not to be
unreasonably withheld. |
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(iv) |
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Principal Life
shall have received from the proposed assignee a duly executed certificate
containing, in substance, the information, representations, warranties,
acknowledgments and agreements set forth in this Agreement. |
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Any attempted
sale, transfer, anticipation, assignment, hypothecation, or alienation not in
accordance with this Section 6 shall be void and of no effect. Until
such time, if any, as Principal Life has consented in writing to a proposed
assignment, Principal Life shall not be obligated to make any payments to or
at the direction of anyone other than the person shown on Principal
Life’s books and records as the Agreement Holder. Once the foregoing conditions
have been satisfied with respect to an assignment, the assignee or its
successor shall be deemed to be the sole Agreement Holder for all purposes of
this Agreement and Principal Life shall promptly amend its records to reflect
the assignee’s status as Agreement Holder. |
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7. |
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Payments to
the Agreement Holder |
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Principal Life
shall pay to, or at the direction of, the Agreement Holder by the date (the
“Due Date”) on which any payment becomes due in respect of the
Notes secured by this Agreement (and in any event such period of time prior
to the Due Date as shall be necessary to ensure that the Trust can fulfill
its obligation to make payment in full of all amounts due and payable under
the Notes on the Due Date), an amount in the currency or currencies in which
the Notes are denominated as specified in the Notes equal to the sum of
(i) the amount of principal and/or (as the case may be) interest and/or
(as the case may be) premium falling due in respect of the Notes on such Due
Date (the “Notes Component”) and (ii) the amount of any
payments owed by the Trust in respect of the Trust Beneficial Interest
falling due on such date (the “Beneficial Interest Component”).
In the event that Principal Life fails to make payment of any such amount on
or prior to |
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the Due Date, Principal
Life shall pay to or at the direction of the Agreement Holder, on demand by
the Agreement Holder, (i) if the failure relates to the Notes Component,
an amount in the currency specified in the Notes equal to the amount of
default interest (or other amount) which becomes due and payable by the Trust
in accordance with the Notes as a consequence of any delay in the Trust
making the relevant payment of principal, interest or premium (as the case
may be) to the holders of the of Notes and (ii) if the failure relates
to the Beneficial Interest Component, such amount or default interest, if
any, determined in the same manner as default interest on the Notes
Component. |
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Interest shall
accrue on the Fund in the same amount and pursuant to the same terms as
interest accrues on the Notes secured by this Agreement and on the Trust
Beneficial Interest related to the Notes. |
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