|
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 2008-76, 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 constr
|
