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 •
(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 • day of • , 200
• , 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).
[Officer
Signature]
[Officer Signature]
Registrar
Date
FUNDING AGREEMENT NO. •
RESTRICTIONS REGARDING THE TRANSFER OR SALE OF
THIS FUNDING AGREEMENT OR ANY INTEREST HEREIN ARE SET
FORTH
HEREIN
This
Agreement is issued in connection with the issuance by the Trust
(specified in the Annex) of secured medium-term notes (the
“Notes”) which comprise a Series of Notes which are
identified in the annex hereto (the “Annex”) and which
are being issued by the Trust pursuant to the Prospectus dated
• , 2007, the Prospectus Supplement dated •
, 2007, as from time to time amended or supplemented, and the
Pricing Supplement applicable to such 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” and “Series
of Notes” shall mean the Notes or the Series of Notes secured
by this Agreement as the same exist on the Effective Date, without
giving effect to any amendments or modifications to said Notes or
Series of Notes effected or made after any such Effective Date
unless such amendments or modifications to said Notes or Series of
Notes have been consented to in writing by Principal Life.
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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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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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[ NOTE: If the related Notes are
not Discount Notes, insert the following as the
second paragraph of this Section 2: The Deposit deemed
received (as specified in the Annex), (i) less any withdrawals to
make payments hereunder (other than Additional Amounts (as defined
in the Annex), if applicable) 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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[ NOTE: If the related Notes are Discount Notes,
insert the following as the second paragraph of this
Section 2: The Deposit deemed received (as specified in
the Annex), (i) less any withdrawals to make payments
hereunder (other than Additional Amounts (as defined in the Annex),
if applicable), (ii) plus any accrual of Discount (determined
in accordance with the terms of the Notes) and (iii) plus, if
applicable, 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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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 series of
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
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. |
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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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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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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)
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)
The Agreement Holder, and any assignee, must comply with applicable
securities laws.
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(iii) Principal Life has consented in writing to
the proposed assignment, such consent not to be unreasonably
withheld.
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(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.
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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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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 such 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 such 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 (issued in connection with the Series of Notes secured by
this Agreement) falling due on such date (the “Beneficial
Component”). In the event that Principal Life fails to make
payment of any such amount on or prior to 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 such Notes and (ii) if the failure
relates to the Beneficial Component, such amount of 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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If any amount is withdrawn from the Fund in order to make a
payment under this Section 7, interest will cease to be
credited with regard to such amount as of the end of the day
immediately preceding the date on which such withdrawal is
made. |
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All payments made by Principal Life to the Agreement Holder
hereunder shall be paid in same-day, freely transferable funds to
such account as has been specified for such purpose by the
Agreement Holder. |
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Notwithstanding anything to the contrary in this
Section 7, if Principal Life shall, with respect to any
scheduled amount due and payable under any of the Notes, comply in
all respects with the requirements of this Section 7, but an
event of default has occurred with respect to the Notes and as a
result payments with respect to the Notes have been accelerated,
otherwise than by reason of any default under this Agreement by
Principal Life, no Event of Default (as defined below) under this
Funding Agreement shall be deemed to have occurred, no payments
with respect to this Agreement shall be accelerated and Principal
Life will remain obligated to make payments under this Agreement as
if no event of default had occurred with respect to the Notes. |
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Termination of Agreement |
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Subject to the provisions of the following paragraph and the
Annex, this Agreement shall terminate and cease to be of any
further force or effect on the day and at the time upon which all
amounts have been withdrawn from the Fund pursuant to this
Agreement. |
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Upon the occurrence of any of the following events (each, an
“Event of Default”) and following a written demand by
the Agreement Holder, Principal Life shall pay to, or at the
direction of, the Agreement Holder all amounts that the Trust is
required to pay in such event under the Notes and the Trust
Beneficial Interest: |
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(i) |
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Principal Life’s failure to make any payment of interest,
premium (if applicable), installment payments (if applicable) or
Additional Amounts (if and as specified in the Annex) in accordance
with this Agreement, if such failure to pay is not corrected within
seven (7) Business Days after such payment becomes due and
payable; or |
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(ii) |
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Principal Life’s failure to make any payment of principal
(other than any installment payment) in accordance with this
Agreement, if such failure to pay is not corre |
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