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PUT OPTION AGREEMENT

Put Option Agreement

PUT OPTION AGREEMENT

 | Document Parties: HARTFORD FINANCIAL SERVICES GROUP INC/DE | LASALLE BANK NATIONAL ASSOCIATION You are currently viewing:
This Put Option Agreement involves

HARTFORD FINANCIAL SERVICES GROUP INC/DE | LASALLE BANK NATIONAL ASSOCIATION

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Title: PUT OPTION AGREEMENT
Governing Law: New York     Date: 2/16/2007
Industry: Insurance (Prop. and Casualty)     Sector: Financial

PUT OPTION AGREEMENT

, Parties: hartford financial services group inc/de , lasalle bank national association
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EXECUTION VERSION

 

PUT OPTION AGREEMENT

dated as of February 12, 2007

among

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

GLEN MEADOW ABC TRUST

and

LASALLE BANK NATIONAL ASSOCIATION,
as Put Option Calculation Agent

 

 


 

TABLE OF CONTENTS

 

 

 

 

 

 

 

Page

ARTICLE I DEFINITIONS; INTERPRETATION

 

 

1

 

Section 1.1. Definitions

 

 

1

 

Section 1.2. Interpretations

 

 

6

 

 

 

 

 

 

ARTICLE II PUT OPTION; TERM

 

 

7

 

Section 2.1. Grant of Put Option

 

 

7

 

Section 2.2. Termination of Put Option Agreement

 

 

7

 

 

 

 

 

 

ARTICLE III EXERCISE OF PUT OPTION; REDEMPTION

 

 

9

 

Section 3.1. Exercise

 

 

9

 

Section 3.2. Set-Off Against Designated Amount

 

 

11

 

 

 

 

 

 

ARTICLE IV PUT OPTION PREMIUM

 

 

11

 

Section 4.1. Put Option Premium

 

 

11

 

Section 4.2. Calculation of Put Option Premium

 

 

12

 

 

 

 

 

 

ARTICLE V OBLIGATIONS ABSOLUTE

 

 

13

 

Section 5.1. Obligations Absolute

 

 

13

 

Section 5.2. No Waiver

 

 

13

 

 

 

 

 

 

ARTICLE VI REPRESENTATIONS AND WARRANTIES

 

 

14

 

Section 6.1. Representations of the ABC Trust

 

 

14

 

Section 6.2. Representations of The Hartford

 

 

15

 

 

 

 

 

 

ARTICLE VII MISCELLANEOUS

 

 

16

 

Section 7.1. Inconsistency

 

 

16

 

Section 7.2. Binding Effect

 

 

16

 

Section 7.3. Amendments

 

 

16

 

Section 7.4. Assignment

 

 

16

 

Section 7.5. Notices

 

 

17

 

Section 7.6. Governing Law

 

 

18

 

Section 7.7. Jurisdiction

 

 

18

 

Section 7.8. Counterparts

 

 

18

 

Section 7.9. Severability

 

 

18

 

Section 7.10. Limitation of Liability

 

 

19

 

Section 7.11. Third-Party Beneficiaries

 

 

19

 

 

 

 

 

 

ANNEX A            FORM OF PUT NOTICE

 

 

 

 

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     PUT OPTION AGREEMENT, dated as of February 12, 2007 (this “Agreement” ), among THE HARTFORD FINANCIAL SERVICES GROUP, INC., a Delaware corporation ( “The Hartford” ), GLEN MEADOW ABC TRUST, a Delaware statutory trust (the “ABC Trust” ), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as calculation agent (the “Put Option Calculation Agent” ).

     WHEREAS, The Hartford may decide to issue The Hartford’s Income Capital Obligation Notes due 2067 (the “ ICONs” ) under a junior subordinated indenture (the “ Indenture ”), dated as of February 12, 2007, between The Hartford and LaSalle Bank National Association, as trustee; and

     WHEREAS, The Hartford and the ABC Trust desire to enter into a binding agreement pursuant to which The Hartford will have the right to sell, at its option, the ICONs, if and when issued, in a maximum aggregate amount not to exceed $500,001,000 to the ABC Trust, and the ABC Trust will have an obligation to purchase such ICONs, if and when issued, upon The Hartford’s exercise of its option and upon satisfaction of the other terms and conditions specified herein;

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Definitions; Interpretation

Section 1.1. Definitions .

In this Agreement:

     “ 30/360 Basis ” means a calculation for the relevant Distribution Period or other period based on the number of days in the Distribution Period or other period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with twelve 30-day months).

     “ Actual/360 Basis ” means a calculation for the relevant Distribution Period or other period where the actual number of days in the Distribution Period or such other period in respect of which the calculation is being made is divided by 360.

     “ Agreement ” has the meaning specified in the preamble to this Agreement.

     “ ABC Trust ” has the meaning specified in the preamble to this Agreement.

     “ ABC Trustee ” has the meaning specified in the ABC Trust Declaration.

 


 

     “ ABC Trust Declaration ” means the Fourth Amended and Restated Declaration of Trust of Glen Meadow ABC Trust, dated as of February 12, 2007, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware company, as depositor, LaSalle Bank National Association, a national banking association, as ABC Trustee, LaSalle National Trust Delaware, a national banking association with its principal place of business in the state of Delaware, as Delaware trustee, and LaSalle Bank National Association, a national banking association, as Tax Matters Administrator.

     “ ABC Trust Expense Reimbursement Agreement ” means the ABC Trust Expense Reimbursement Agreement, dated as of February 12, 2007, between The Hartford and the ABC Trust.

     “ ABC Trust Securities ” has the meaning specified in the ABC Trust Declaration.

     “ Actual Exercise Amount ” has the meaning specified in Section 3.1(d).

     “ Asset Swap Contract ” has the meaning specified in the ABC Trust Declaration.

     “ Asset Swap Counterparty ” means Merrill Lynch International, or any substitute or replacement asset swap counterparty that enters into a replacement Asset Swap Contract with the ABC Trust.

      “Available Asset Swap Reduction Proceeds” has the meaning specified in Section 3.1(d).

     “ Bankruptcy Event ” means, in respect of any Person, that the Person institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment or insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof.

     “ Break-Funding Payment ” has the meaning specified in the Asset Swap Contract.

     “ Business Day ” has the meaning specified in the ABC Trust Declaration.

     “ Cash Settlement Amount ” has the meaning specified in the Asset Swap Contract.

     “ Designated Amount ” has the meaning specified in Section 3.1(b).

     “ Designated Assets ” has the meaning specified in the Asset Swap Contract.

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     “ Distribution Date ” has the meaning specified in the ABC Trust Declaration.

     “ Distribution Period ” has the meaning specified in the ABC Trust Declaration.

     “ Eligible Assets ” has the meaning specified in the ABC Trust Declaration.

     “ Face Amount ” has the meaning specified in the ABC Trust Declaration.

     “ Financing Trusts ” means the ABC Trust and the Pass-Through Trust (as defined in the Pass-Through Trust Declaration).

     “ Fixed Rate Period ” means the period commencing on February 12, 2007 and ending on February 15, 2017.

     “ Floating Rate Period ” means the period commencing on February 15, 2017 and ending on February 12, 2067.

     “ Floating Rate Payment ” has the meaning specified in the Asset Swap Contract.

     “ The Hartford ” has the meaning specified in the preamble to this Agreement.

     “ ICONs Purchase Price ” has the meaning specified in Section 3.1(e).

     “ ICONs ” has the meaning specified in the preamble to this Agreement.

     “ Indenture ” has the meaning specified in the preamble to this Agreement.

     “ Interest Rate Swap Contract ” has the meaning specified in the ABC Trust Declaration.

     “ Interest Rate Swap Counterparty ” means Merrill Lynch Capital Services, or any substitute or replacement interest rate swap counterparty that enters into a replacement Interest Rate Swap Contract with the ABC Trust.

     “ LIBOR ” means the London Interbank Offered Rate, a widely used benchmark or reference rate for short-term interest rates. It represents the rate of interest at which banks borrow funds from other banks, in marketable size, in the London interbank market.

     “ London Banking Day ” means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London.

     “ Majority in Face Amount ” has the meaning specified in the ABC Trust Declaration.

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     “ Make-Whole Redemption Amount ” has the meaning specified in the Indenture.

     “ Notional Amount ” has the meaning specified in the Asset Swap Contract.

     “ Pass-Through Trust ” has the meaning specified in the ABC Trust Declaration.

     “ Pass-Through Trust Declaration ” means the Third Amended and Restated Declaration of Trust of Glen Meadow Pass-Through Trust, dated as of February 12, 2007, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware company, as depositor, LaSalle Bank National Association, a national banking association, as trustee, and LaSalle National Trust Delaware, a national banking association with its principal place of business in the state of Delaware, as Delaware trustee.

     “ Person ” means a legal person, including any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company, or other legal entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

     “ Proceedings ” has the meaning specified in Section 7.7.

     “ Property Account ” has the meaning specified in the ABC Trust Declaration.

     “ Put Notice ” means a written notice substantially in the form attached as Annex A.

     “ Put Option ” has the meaning specified in Section 2.1(a).

     “ Put Option Calculation Agent ” has the meaning specified in the preamble to this Agreement.

     “ Put Option Premium ” has the meaning specified in Section 4.1.

     “ Put Option Premium Certificate ” has the meaning specified in Section 4.2(a).

     “ Put Option Termination Date ” has the meaning specified in Section 2.2(a).

     “ Securities Act ” means the United States Securities Act of 1933, as amended.

     “ Settlement Date ” has the meaning specified in Section 3.1(a).

      “6-Month LIBOR ” means, with respect to a Distribution Period, the rate for deposits in U.S. dollars for a 6-month period that appears on Telerate Page 3750 as of 11:00 a.m., London time, on the day that is two London Banking Days preceding the first day of such Distribution Period. If such rate does not appear on Telerate Page 3750, the rate for the first day of such Distribution Period will be determined on the basis of the rates at which deposits in U.S. dollars are offered by four major banks in the London

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interbank market at approximately 11:00 a.m., London time, on the day that is two London Banking Days preceding the first day of such Distribution Period to prime banks in the London interbank market for a period of 6-months commencing on the first day of such Distribution Period and in a principal amount of not less than a representative amount. The Asset Swap Counterparty or the Put Option Calculation Agent, as the case may be as specified under this Agreement, will request the principal London office of each such four major banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for the first day of such Distribution Period will be the arithmetic mean of such quotations. If fewer than two quotations are provided, as requested, the rate for the first day of such Distribution Period will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Asset Swap Counterparty or the Put Option Calculation Agent, as the case may be as specified under this Agreement, at approximately 11:00 a.m., New York City time, on the first day of such Distribution Period for loans in U.S. dollars to leading European banks for a 6-month period commencing on the first day of such Distribution Period and in a representative amount.

     “ Special Event ” has the meaning specified in the Indenture.

     “ Special Event Make-Whole Redemption Amount ” has the meaning specified in the Indenture.

     “ Statutory Trust Act ” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801 et seq .

     “ Swap Contracts ” has the meaning specified in the ABC Trust Declaration.

     “ Swap Counterparties ” has the meaning specified on the ABC Trust Declaration.

     “ Swap Renewal Date ” has the meaning specified in the Asset Swap Contract.

     “ Telerate Page 3750 ” means the display page so designated on the Moneyline/Telerate Service (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying rates or prices comparable to London interbank offered rates for U.S. dollar deposits).

     “ Termination Payment ” has the meaning specified in Section 2.2(c).

     “ 3-Month LIBOR ” means, with respect to a Distribution Period, the rate for deposits in U.S. dollars for a 3-month period that appears on Telerate Page 3750 as of 11:00 a.m., London time, on the day that is two London Banking Days preceding the first day of such Distribution Period. If such rate does not appear on Telerate Page 3750, the rate for that Distribution Period will be determined on the basis of the rates at which

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deposits in U.S. dollars are offered by four major banks in the London interbank market at approximately 11:00 a.m., London time, on the day that is two London Banking Days preceding the first day of such Distribution Period to prime banks in the London interbank market for a period of 3-months commencing on the first day of such Distribution Period and in a principal amount of not less than a representative amount. The Asset Swap Counterparty or the Put Option Calculation Agent, as the case may be as specified under this Agreement, will request the principal London office of each such four major banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that Distribution Period will be the arithmetic mean of such quotations. If fewer than two quotations are provided, as requested, the rate for that Distribution Period will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Asset Swap Counterparty or the Put Option Calculation Agent, as the case may be as specified under this Agreement, at approximately 11:00 a.m., New York City time, on the first day of such Distribution Period for loans in U.S. dollars to leading European banks for a 3-month period commencing on the first day of such Distribution Period and in a representative amount.

     “ Trust Termination Date ” has the meaning specified in the ABC Trust Declaration.

     “ Unexercised Portion ” means, at any time, the maximum aggregate amount of ICONs that The Hartford may require the ABC Trust to purchase at that time pursuant to this Agreement, which maximum aggregate amount shall equal $500,001,000 as of the date of this Agreement, and thereafter shall equal at any time (i) the aggregate Face Amount of the ABC Trust Securities at that time less (ii) the aggregate amount of ICONs held by the ABC Trust at such time.

     Section 1.2. Interpretations .

     In this Agreement, except where the context otherwise requires:

     (a) any reference to this Agreement or any other agreement or document shall be construed as a reference to this Agreement or such other agreement or document, as applicable, as the same may have been, or may from time to time be, amended, varied, novated or supplemented in accordance with its terms;

     (b) any reference to a statute or regulation shall be construed as a reference to such statute or regulation as the same may have been, or may from time to time be, amended, varied, novated or supplemented in accordance with its terms;

     (c) the words “ herein ”, “ hereof ” and “ hereunder ” and other words of similar import refer to this Agreement as a whole and not to any particular section, clause or other subdivision, and references to “ Articles ”, “ Sections ” and “ Annexes ” refer to Articles or Sections of, or Annexes to, this Agreement except as otherwise expressly provided;

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     (d) the word “ including ” shall be deemed to be followed by the words “ without limitation ”;

     (e) any definition shall be equally applicable to both the singular and plural forms of the defined term;

     (f) headings contained in this Agreement are inserted for convenience of reference only and do not affect the interpretation of this Agreement or any provision hereof; and

     (g) whenever in this Agreement any Person is named or referred to, the successors and assigns of such Persons shall be deemed to be included.

ARTICLE II

Put Option; Term

     Section 2.1. Grant of Put Option .

     (a) The ABC Trust hereby grants to The Hartford the right, in its sole discretion, to require the ABC Trust to purchase ICONs in any Designated Amount on the terms specified in this Agreement (the “ Put Option ”). The ABC Trust agrees that it shall purchase at the ICONs Purchase Price, upon each exercise of the Put Option, in whole or in part, as provided in Section 3.1, ICONs from The Hartford in accordance with the applicable Put Notice and subject to the terms and conditions provided herein.

     (b) The Put Option created hereby shall remain in effect and be exercisable, in whole or in part, in accordance with the terms of this Agreement at any time and from time to time prior to the termination of this Agreement pursuant to Section 2.2. The failure to pay any Put Option Premium due hereunder shall not constitute a breach or a default of this Agreement unless such failure continues unremedied for a period of three Business Days following the delivery of notice of such failure to The Hartford by the Asset Swap Counterparty, the Interest Rate Swap Counterparty, or the ABC Trustee.

     Section 2.2. Termination of Put Option Agreement.

     (a) The Put Option Agreement shall terminate on the earliest to occur of (the “ Put Option Termination Date ”):

     (i) the date on which this Agreement is terminated by The Hartford as provided in Section 2.2(b);

     (ii) the date on which this Agreement is terminated by The Hartford as provided in Section 2.2(c);

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     (iii) the third Business Day following the delivery of notice to The Hartford by the Asset Swap Counterparty, the Interest Rate Swap Counterparty or the ABC Trustee of any failure by The Hartford to pay the Put Option Premium or any amount due under the ABC Trust Expense Reimbursement Agreement, or any interest payment due under any ICONs (other than permitted interest deferral on the ICONs), if The Hartford has not cured such failure by (A) paying the accrued and unpaid amount or (B) delivering a Put Notice with respect to the entire Unexercised Portion which Put Notice specifies a Settlement Date within 10 Business Days from the date of delivery of notice of such failure;

     (iv) the failure by The Hartford upon the occurrence of a termination of the Asset Swap Contract, to ei


 
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