Back to top

GUARANTEE

Guarantee Agreement

GUARANTEE You are currently viewing:
This Guarantee Agreement involves

PRINCIPAL LIFE INSURANCE CO | Citibank, NA | Principal Life Income Fundings Trust | Principal Life Insurance Company | Trust, Principal Financial Group, Inc | US Bank Trust National Association

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: GUARANTEE
Governing Law: New York     Date: 12/5/2007

Search Guarantee Agreement by:

Document Title:

Entire Document: (optional)

50 of the Top 250 law firms use our Products every day
exv10w2
 

GUARANTEE
     FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in connection with that certain funding agreement (the “Funding Agreement”), entered into by and between Principal Life Insurance Company, an Iowa insurance company (“Principal Life”), and Principal Life Income Fundings Trust 2007-117, a New York common law trust (the “Trust”), relating to the notes (the “Notes”) issued by the Trust, Principal Financial Group, Inc., a Delaware corporation and the indirect parent company of Principal Life (the “Guarantor”), hereby furnishes to the Trust its full and unconditional guarantee of the Guaranteed Amounts (as hereinafter defined) as follows:
     1. Guarantee.
     (a) The Guarantor hereby fully, irrevocably, absolutely and unconditionally guarantees, as a guarantee of payment and not merely as a guarantee of collection, immediate payment when due to the Trust any payments required to be made by Principal Life to the Trust under the Funding Agreement which shall become due and payable regardless of whether such payment is due at maturity, on an interest payment date or as a result of redemption or otherwise (the “Scheduled Payments”) but shall be unpaid by Principal Life (the “Guaranteed Amounts”). Notwithstanding anything to the contrary contained herein, in no event shall the Guaranteed Amounts exceed the Deposit (as defined in the Funding Agreement) of the Funding Agreement, plus accrued but unpaid interest and any other amounts due and owing under the Funding Agreement, less any amounts paid by Principal Life to the Trust.
     (b) In the event that Principal Life fails to make a Scheduled Payment in full when due (the “Payment Notice Date”), then the Trust or Citibank, N.A., as indenture trustee for the benefit of the holders of the Notes (the “Indenture Trustee”), pursuant to the indenture (the “Indenture”) between the Trust and the Indenture Trustee, may present the Guarantor with notice (each, a “Payment Notice”) of such failure in writing on or after the Payment Notice Date. The Payment Notice shall identify (1) the Funding Agreement, (2) the Trust, (3) the Payment Notice Date and (4) the amount of the Scheduled Payments not paid by Principal Life to the Trust as of the Payment Notice Date. Upon receipt of such Payment Notice, the Guarantor will immediately pay the Guaranteed Amounts pursuant to Section 7.
     (c) In the event that, after receipt of a Payment Notice from the Trust, the Guarantor fails to make immediate payment to the Trust or the Indenture Trustee of the Guaranteed Amounts, then the Trust and the Indenture Trustee may enforce the obligations of the Guarantor under this Guarantee, including by immediately bringing suit directly against the Guarantor (without first bringing suit against Principal Life) for the Guaranteed Amounts not paid to the Trust as of the Payment Notice Date.
     (d) This Guarantee is an unsecured, unsubordinated and contingent obligation of the Guarantor and ranks equally with all other unsecured and unsubordinated obligations of the Guarantor.

1


 

     2. Termination. This Guarantee is a continuing and irrevocable guarantee of the Guaranteed Amounts now or hereafter existing and shall terminate and be of no further force and effect with respect to the Funding Agreement and the Notes upon the full payment of the Scheduled Payments or upon the earlier extinguishment of the obligations of Principal Life under the Funding Agreement.
     3. Amendments. Subject to the trust agreement relating to the Trust and the Indenture, no provision of this Guarantee may be waived, amended, supplemented or modified, except by a written instrument executed by the Trust and the Guarantor.
     4. Assignment; Governing Law. This Guarantee shall inure to the benefit of the Trust and its successors, assigns and pledgees. This Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law principles.
     5. Notices. All notices given pursuant to this Guarantee shall be in writing, and shall either be delivered, mailed or telecopied to the locations listed below or at such other address or to the attention of such other persons as such party shall have designated for such purpose in a written notice complying as to delivery with the terms of this Section 5. Each such notice shall be effective (i) if given by telecopy, when transmitted to the applicable number so specified in this Section 5 (such notice shall also be sent by mail, with first class postage prepaid), (ii) if given by mail, three days after deposit in the mails with first class postage prepaid, or (iii) if given by any other means, when actually delivered at such address.
If to the Guarantor:
Principal Financial Group, Inc.
711 High Street
Des Moines, Iowa 50392
Attention: General Counsel
Telephone: (515) 247-5111
Facsimile: (515) 248-3011
With a copy to:
Principal Life Insurance Company
711 High Street
Des Moines, Iowa 50392
Attention: Jim Fifield
Telephone: (515) 248-9196
Facsimile: (866) 496-6527
If to the Trust:
Principal Life Income Fundings Trust (followed by the number of the Trust specified in this Guarantee)

2


 

c/o U.S. Bank Trust National Association
100 Wall Street, 16th
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more