MTN GLOBAL FUNDING AGREEMENTFinancial Services Agreement |
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EXHIBIT 4.8
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 o
(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 o day of o, 200o, 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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Registrar
--------------------
Date
GLOBAL FUNDING
AGREEMENT NO. o
RESTRICTIONS REGARDING
THE TRANSFER OR SALE OF
THIS FUNDING AGREEMENT OR ANY
INTEREST HEREIN ARE SET FORTH HEREIN
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FUNDING AGREEMENT
NO. o
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 o, the Prospectus Supplement dated o, 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.
1. DEPOSIT
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.
This Agreement shall become
effective only upon the receipt by
Principal Life or its designee
of the Net Deposit.
2. FUND
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.
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".
Principal Life is neither a trustee nor a
fiduciary with respect to the
Fund.
3. PURCHASE OF NOTES BY PRINCIPAL
LIFE.
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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such 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.
4. ENTIRE AGREEMENT
This Agreement and the Annex
attached hereto constitute the entire
Agreement.
5. REPRESENTATIONS
(a) Each party hereto represents and warrants
to the other that as
of the date hereof:
(i) it has the power to enter into this
Agreement and to
consummate the
transactions contemplated hereby;
(ii) 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
(iii) 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.
(b) The Trust further represents and warrants
to Principal Life
that:
(i) 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;
(ii) it has been informed and understands that
transfer is
restricted by
the terms of this Agreement; and
(iii) 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.
6. ASSIGNMENT OF AGREEMENT
The following conditions must be
satisfied in order to effectuate any
assignment of this Agreement:
(i) 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).
(ii) The Agreement Holder, and any assignee,
must comply with
applicable securities
laws.
(iii) Principal Life has consented in writing to
the proposed
assignment, such consent not to
be unreasonably withheld.
(iv) 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.
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.
7. PAYMENTS TO THE AGREEMENT HOLDER
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 Agreeme






