Exhibit 10.3
EXPENSE AND INDEMNITY AGREEMENT - AMACAR
April 15, 2005
Mr. Douglas K. Johnson
Amacar Pacific Corporation
6525 Morrison Boulevard, Suite 318
Charlotte, North Carolina 28211
Dear Mr. Johnson:
The Hartford Life Global Funding program (the "Program") is a
program for the
issuance to the public from time to time, of one or more series of
notes (each a
series of "Notes") by newly created statutory trusts organized
under the laws of
the State of Delaware (each a "Trust"). A separate Trust will be
formed for the
issuance of each series of Notes, pursuant to a trust agreement,
between
Wilmington Trust Company, as Delaware trustee (the "Delaware
Trustee") and
Amacar Pacific Corporation, as administrator ("Administrator") and
Beneficial
Holder (the "Trust Agreement"). Each Trust shall enter into an
indenture (the
"Indenture") with JPMorgan Chase Bank, N.A., as indenture trustee
(the
"Indenture Trustee"). Each series of Notes are secured solely by
assets held by
the relevant Trust. The proceeds from the sale of each series of
Notes are to be
used to purchase one or more Funding Agreements issued by Hartford
Life
Insurance Company, a Connecticut stock life insurance company
("Hartford Life").
Each Trust shall be administered pursuant to an administrative
services
agreement between the Administrator and the Delaware Trustee, dated
April 15,
2005, whereby the Administrator has agreed to provide certain
services of each
such Trust.
In consideration of the Administrator providing services to each
Trust in
connection with the Program and pursuant to the Issuance Documents
under which
the Administrator has certain duties and obligations, Hartford Life
hereby
agrees to the following compensation arrangements and terms of
indemnity.
1.
DEFINITIONS. The following terms, as used herein, have the
following meanings:
"EXCLUDED AMOUNTS" means (i) any obligation of a Trust to make
any
payment to any Holder in accordance with the terms of an Indenture
or the Notes,
(ii) any obligation or expense of a Trust to the extent that such
obligation or
expense has actually been paid utilizing funds available to the
Trust from
payments under a Funding Agreement, (iii) any cost, loss, damage,
claim, action,
suit, expense, disbursement, tax, penalty or liability of any kind
or nature
whatsoever resulting from or relating to any insurance regulatory
or other
governmental authority asserting that: (a) the Notes are, or are
deemed to be,
(1) participations in one or more Funding Agreements or (2)
contracts of
insurance, or (b) the offer, purchase, sale and/or transfer of the
Notes and/or
assignment of the Funding Agreements (1) constitute the conduct of
the business
of insurance or reinsurance in any jurisdiction or (2) requires a
Trust or any
Holder to be licensed as an insurer, insurance agent or broker in
any
jurisdiction, (iv) any cost, loss, damage, claim, action, suit,
expense,
disbursement, tax, penalty
1
<Page>
or liability of any kind or nature whatsoever imposed on the
Administrator that
results from the bad faith or gross negligence of the
Administrator, (v) any
costs and expenses attributable solely to the Administrator's
administrative
overhead unrelated to the Program, (vi) any tax imposed on fees
paid to the
Administrator, (vii) any withholding taxes imposed on or with
respect of
payments made under any Funding Agreement, the Indenture or any
Note and (viii)
any Additional Amounts paid to any Holder.
"FEES" mean the fees as set forth in the fee schedule attached
hereto
as EXHIBIT A or in any separate fee agreement between Hartford Life
and the
Administrator.
"INDEMNIFIED PERSON" means any person entitled to indemnity
payments
pursuant to Section 5.
"OBLIGATION" means any and all Reasonable Costs and Expenses
incurred,
relating to the offering, sale and issuance of the Notes by a
Trust, including
(i) the reasonable fees and expenses of counsel and (ii) costs,
expenses and
taxes of the Trust; provided that Obligations do not include
Excluded Amounts or
Fees.
"REASONABLE COSTS AND EXPENSES" are limited to (i) all
reasonable
Administration Expenses actually and reasonably incurred by the
Administrator
that either do not exceed the indicated amounts listed in EXHIBIT B
or have been
approved in writing in advance by an officer of Hartford Life, (ii)
any
extraordinary cost or expense actually incurred by the
Administrator that was
not reasonably anticipated by the Administrator or which was not
reasonably
avoidable; provided that the Administrator will give Hartford Life
prompt notice
of any such extraordinary cost or expense and (iii) any other
Program Expenses
that are scheduled obligations of a Trust or that the Administrator
is directed
to pay.
Capitalized terms used and not otherwise defined herein shall have
the
meanings assigned to them in the Indenture.
2. FEES.
Hartford Life hereby agrees to pay the Administrator its
Fees. If there is a substantive change in the nature of the
Administrator's
duties, acceptable to the parties, the parties mutually agree to
negotiate an
equitable adjustment to the Administrator's Fees.
3. PARTIAL
REFUND. If the Administrator resigns or its appointment
is revoked for cause pursuant to any of the Issuance Documents
under which the
Administrator has duties or obligations, the Administrator will
repay to
Hartford Life such unused part of any fee paid to it as may be
agreed between
the Administrator and Hartford Life but no more than the prorated
amount.
4. PAYMENT
OF OBLIGATIONS. If the Administrator delivers written
notice and evidence, reasonably satisfactory to Hartford Life, of
any Obligation
of the Administrator, Hartford Life shall, upon receipt of such
notice
