Exhibit 10.1
EXPENSE AND INDEMNITY AGREEMENT - WILMINGTON
April 15, 2005
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Ladies and Gentlemen:
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 ("Wilmington") and
Amacar Pacific
Corporation, as administrator and Beneficial Holder (the "Trust
Agreement").
Each Trust shall enter into an indenture (an "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 to the relevant Trust 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 Trust
and Amacar Pacific Corporation, as administrator (the
"Administrator"), dated
April 15, 2005, whereby the Administrator has agreed to provide
certain services
of each such Trust.
In
consideration of Wilmington providing services to the Trusts in
connection with the Program and pursuant to the Issuance Documents
under which
Wilmington 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 the 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 or liability of any kind or nature
whatsoever imposed
on Wilmington or any Trust that results from the bad faith or gross
negligence
of Wilmington, (v) any costs and expenses attributable solely to
Wilmington's
administrative overhead, (vi) any tax imposed on fees paid to
Wilmington, (vii)
any withholding taxes imposed on or with respect of payments made
under any
Funding Agreement, an Indenture or any Note and (viii) any
Additional Amounts
paid to any Holder; provided, however, with respect to Obligations
due to
Wilmington, Excluded Amounts shall include only clauses (i), (ii),
(iv), (v),
and (vi).
"FEES" mean the fees set forth in the fee schedule attached hereto
as
EXHIBIT A or in any separate fee agreement between Hartford Life
and Wilmington.
"INDEMNIFIED PERSON" means any person entitled to indemnity
payments
pursuant to Section 5.
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"OBLIGATION" means any and all Reasonable Costs and Expenses
incurred, by
Wilmington or a Trust, relating to the offering, sale and issuance
of the Notes
by a Trust, (i) including the reasonable fees and expenses of
counsel and (ii)
costs, expenses and taxes of any Trust; provided that Obligations
do not include
Excluded Amounts or Fees.
"REASONABLE COSTS AND EXPENSES" are limited to (i) all reasonable
expenses
actually and reasonably incurred by Wilmington or a Trust 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 and (ii) any
extraordinary
cost or expense actually incurred by Wilmington or a Trust that was
not
reasonably anticipated by Wilmington or which was not reasonably
avoidable;
provided that Wilmington will give Hartford Life prompt notice of
any such
extraordinary cost or expense.
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 Wilmington its Fees. In the
event of a substantive change in the nature of Wilmington's duties,
acceptable
to the parties, the parties mutually agree to negotiate an
equitable adjustment
to Wilmington's Fees.
3.
PARTIAL REFUND.
If Wilmington's appointment as Delaware Trustee is
revoked under Section 9.02(c) of the Trust Agreement, Wilmington
will repay to
Hartford Life such part of any fee paid to it as may be agreed
between
Wilmington and Hartford Life.
4.
PAYMENT OF
OBLIGATIONS. If Wilmington or a Trust delivers written
notice and evidence, reasonably satisfactory to Hartford Life, of
any Obligation
of Wilmington or the Trust, Hartford Life shall, upon receipt of
such notice
promptly pay such Obligation. Notice of any Obligation (including
any invoices)
should be sent to Hartford Life at its address set forth below, or
at such other
address as Hartford Life shall hereafter furnish in writing:
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IF
BY OVERNIGHT DELIVERY:
IF BY U.S. MAIL:
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Hartford Life Insurance Company
Hartford Life Insurance Company
200
Hopmeadow Street
P.O. Box 2999
Simsbury, Connecticut 06089
Hartford, Connecticut 06104-2999
Attn: Institutional Investment Products Attn.:
Institutional Investment Products
Telephone: (860) 843-9477
Telecopier: (860) 843-5775
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Wilmington or a Trust, as appropriate, will (i) from time to time
execute
all such instruments and other agreements a
