Exhibit 4.5
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AND
JPMORGAN CHASE BANK,
AS TRUSTEE
SUPPLEMENTAL INDENTURE NO. 3
DATED AS OF MAY __, 2003
THIS SUPPLEMENTAL INDENTURE No. 3 (this "SUPPLEMENTAL INDENTURE
NO. 3"), dated as of May __, 2003, is between THE HARTFORD FINANCIAL SERVICES
GROUP, a Delaware corporation (formerly known as ITT Hartford Group, Inc.) (the
"COMPANY"), and JPMORGAN CHASE BANK (as successor to THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), a New York banking corporation, as Trustee (the
"TRUSTEE").
R E C I T A L S
WHEREAS, the Company has heretofore executed and delivered to the Trustee
a Senior Indenture dated as of October 20, 1995, as amended and supplemented by
Supplemental Indenture No. 1, dated as of December 27, 2000 and Supplemental
Indenture No. 2, dated as of September 13, 2002, each between the Company and
the Trustee (the "BASE INDENTURE" and together with this Supplemental Indenture
No. 3, the "INDENTURE"), providing for the issuance from time to time of series
of the Company's Securities (as defined in the Base Indenture);
WHEREAS, Section 901(4) of the Base Indenture provides for the Company and
the Trustee to enter into an indenture supplemental to the Base Indenture to
establish the form or terms of Securities of any series as permitted by Sections
201 or 301 of the Base Indenture;
WHEREAS, pursuant to Section 301 of the Base Indenture, the Company wishes
to provide for the issuance of a new series of Securities to be known as its
2.56% Senior Notes due 2008 (the "SENIOR NOTES"), the form and terms of such
Senior Notes and the terms, provisions and conditions thereof to be set forth as
provided in this Supplemental Indenture No. 3;
WHEREAS, the Company has requested that the Trustee execute and deliver
this Supplemental Indenture No. 3 and all requirements necessary to make this
Supplemental Indenture No. 3 a valid, binding and enforceable instrument in
accordance with its terms, and to make the Senior Notes, when executed by the
Company and authenticated and delivered by the Trustee, the valid, binding and
enforceable obligations of the Company, have been done and performed, and the
execution and delivery of this Supplemental Indenture No. 3 has been duly
authorized in all respects.
NOW, THEREFORE, in consideration of the covenants and agreements set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
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ARTICLE 1
DEFINITIONS
Section 1.01 Relation to Base Indenture. This Supplemental Indenture
No. 3 constitutes an integral part of the Base Indenture.
Section 1.02. Definition of Terms. For all purposes of this
Supplemental Indenture No. 2:
(a) Capitalized terms used herein without definition shall have
the meanings specified in the Base Indenture, or, if not defined in the
Base Indenture, in the Purchase Contract Agreement, the Pledge Agreement
or the Remarketing Agreement;
(b) a term defined anywhere in this Supplemental Indenture No.
3 has the same meaning throughout;
(c) the singular includes the plural and vice versa;
(d) headings are for convenience of reference only and do not
affect interpretation;
(e) the following terms have the meanings given to them in this
Section 1.02(e):
"ACCOUNTING EVENT" means the receipt at any time prior to the earlier of
the date of any Successful Remarketing and the Purchase Contract Settlement Date
by the audit committee of the board of directors of the Company of a written
report in accordance with Statement on Auditing Standards ("SAS") No. 97,
"Amendment to SAS No. 50 - Reports on the Application of Accounting Principles",
from the Company's independent auditors, provided at the request of the
management of the Company, to the effect that, as a result of a change in
accounting rules after the date hereof, the Company must either (i) account for
the Purchase Contract as a derivative under SFAS 133 or (ii) account for the
Units using the if-converted method under SFAS 128, and in each case that such
accounting treatment will cease to apply upon redemption of the Senior Notes.
"APPLICABLE OWNERSHIP INTEREST IN SENIOR NOTES" means, a 5% undivided
beneficial ownership interest in $1,000 principal amount of Senior Notes that is
a component of a Normal Unit.
"APPLICABLE PRINCIPAL AMOUNT" means the aggregate principal amount of the
Senior Notes underlying the aggregate Applicable Ownership Interests in Senior
Notes.
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"BUSINESS DAY" shall have the meaning specified in the Purchase Contract
Agreement.
"COUPON RATE" shall have the meaning set forth in Section 2.05(a).
"DEPOSITARY" means a clearing agency registered under Section 17A of the
Securities Exchange Act of 1934, as amended, that is designated to act as
Depositary for the Units pursuant to the Purchase Contract Agreement.
"DEPOSITARY PARTICIPANT" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time the Depositary effects
book entry transfers and pledges of securities deposited with the Depositary.
"FINAL REMARKETING PRICE" shall have the meaning set forth in Section
8.02(b).
"GLOBAL SENIOR NOTES" shall have the meaning set forth in Section 2.04.
"INTEREST PAYMENT DATE" shall have the meaning set forth in Section
2.05(b).
"MATURITY DATE" shall have the meaning specified in Section 2.02.
"NORMAL UNITS" shall have the meaning specified in the Purchase Contract
Agreement.
"PLEDGE AGREEMENT" means the Pledge Agreement, dated as of May __, 2003
among the Company, JPMorgan Chase Bank, as Collateral Agent, Custodial Agent and
Securities Intermediary, and JPMorgan Chase Bank, as Purchase Contract Agent and
attorney-in-fact for the Holders of the Purchase Contracts, as amended from time
to time.
"PLEDGED SENIOR NOTES" shall have the meaning specified in the Pledge
Agreement.
"PURCHASE CONTRACT AGREEMENT" means the Purchase Contract Agreement, dated
as of May __, 2003, between the Company and JPMorgan Chase Bank, as purchase
contract agent, as amended from time to time.
"PURCHASE CONTRACT SETTLEMENT DATE" means August 16, 2006.
"PUT PRICE" shall have the meaning set forth in Section 8.05.
"PUT RIGHT" shall have the meaning set forth in Section 8.05.
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"QUOTATION AGENT" means any primary U.S. government securities dealer
selected by the Company.
"RECORD DATE" means, with respect to any Interest Payment Date for the
Senior Notes, the first Business Day of the calendar month in which such
Interest Payment Date falls; provided that the Company may, at its option,
select any other day as the Record Date for any Interest Payment Date so long as
such Record Date selected is more than one Business Day but fewer than sixty
Business Days prior to such Interest Payment Date.
"REDEMPTION AMOUNT" shall mean, for each Senior Note, an amount equal to
the product of the principal amount of that Senior Note and a fraction, the
numerator of which is the Treasury Portfolio Purchase Price and the denominator
of which is the Applicable Principal Amount.
"REDEMPTION PRICE" shall mean, for each Senior Note, the Redemption Amount
plus any accrued and unpaid interest on such Senior Note to but excluding the
Special Event Redemption Date.
"REMARKETED SENIOR NOTES" shall have the meaning set forth in Section
8.01(c).
"REMARKETING AGENT" has the meaning set forth in the Purchase Contract
Agreement.
"REMARKETING AGREEMENT" has the meaning set forth in the Purchase Contract
Agreement.
"REMARKETING PRICE" shall have the meaning set forth in Section 8.02(a).
"RESET DATE" means the date on which the Coupon Rate is reset to the Reset
Rate in connection with a Successful Remarketing which shall be the date of such
Successful Remarketing.
"RESET EFFECTIVE DATE" means the date on which a Successful Remarketing
settles, which shall be no later than three Business Days following the Reset
Date.
"RESET RATE" means the interest rate per annum on the Senior Notes which
shall be (i) in the case of a Successful Remarketing prior to the Final
Remarketing Date, the rate determined by the Remarketing Agent as necessary to
remarket the Remarketed Senior Notes at a price per $1,000 principal amount of
Remarketed Senior Notes such that the aggregate price for the Remarketed Senior
Notes is equal to approximately 100.50% (but not less than 100.25%, net of any
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Remarketing Fee and any other fees and expenses) of the sum of the Treasury
Portfolio Purchase Price and Separate Senior Notes Purchase Price, and (ii) in
the case of a Successful Remarketing on the Final Remarketing Date, the rate
determined by the Remarketing Agent as necessary to remarket the Remarketed
Senior Notes at a price per $1,000 principal amount of Remarketed Senior Notes
such that the aggregate price for the Remarketed Senior Notes is equal to
approximately 100.50% (but not less than 100.25%, net of any Remarketing Fee and
any other fees and expenses) of the aggregate principal amount of the Remarketed
Senior Notes; provided that if there are no Normal Units outstanding and none of
the Holders elect to have Separate Senior Notes held by them remarketed, or in
the case of a Failed Remarketing, the interest rate payable on the Senior Notes
will not be reset and the interest rate payable on the Senior Notes shall
continue to be the Coupon Rate; provided further that in no event shall the
Reset Rate exceed the maximum rate, if any, permitted by applicable law.
"SEPARATE SENIOR NOTES" means Senior Notes that do not underlie Applicable
Ownership Interests in Senior Notes that are components of the Normal Units.
"SEPARATE SENIOR NOTES PURCHASE PRICE" means, with respect to any
remarketing prior to the Final Remarketing, an amount in cash equal to the
product of (i) the Treasury Portfolio Purchase Price divided by the aggregate
principal amount of the Pledged Senior Notes remarketed in such remarketing,
times (ii) the aggregate principal amount of Separate Senior Notes remarketed in
such remarketing.
"SPECIAL EVENT" shall mean either a Tax Event or an Accounting Event.
"SPECIAL EVENT REDEMPTION" means the redemption of the Senior Notes
pursuant to the terms hereof following the occurrence of a Special Event.
"SPECIAL EVENT REDEMPTION DATE" shall have the meaning set forth in
Section 3.01.
"STRIPPED UNITS" shall have the meaning specified in the Purchase Contract
Agreement.
"TAX EVENT" means the receipt by the Company of an opinion of counsel,
rendered by a law firm having a recognized national law practice, at any time
prior to the earlier of (x) the date of any Successful Remarketing and (y) the
Purchase Contract Settlement Date, to the effect that, as a result of any
amendment to, change in or announced proposed change in the laws (or any
regulations thereunder) of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any official
administrative decision,
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pronouncement, judicial decision or action interpreting or applying such laws or
regulations, which amendment or change is effective or which proposed change,
pronouncement, action or decision is announced on or after the date hereof,
there is more than an insubstantial increase in the risk that interest payable
by the Company on the Senior Notes is not, or within 90 days of the date of such
opinion, will not be, deductible by the Company, in whole or in part, for United
States federal income tax purposes.
"TREASURY PORTFOLIO" means a portfolio of (1) U.S. treasury securities (or
principal or interest strips thereof) that mature on or prior to August 15, 2006
in an aggregate amount equal to the Applicable Principal Amount, and (2) (x) in
the case of a Successful Remarketing prior to the Final Remarketing Date, for
the scheduled Interest Payment Date on the Purchase Contract Settlement Date,
U.S. treasury securities (or principal or interest strips thereof) that mature
on or prior to August 15, 2006 in an aggregate amount equal to the aggregate
interest payment (assuming no reset of the interest rate) that would have been
due on the Purchase Contract Settlement Date on the Applicable Principal Amount,
and (y) in the case of a Special Event Redemption, for each scheduled Interest
Payment Date that occurs after the Special Event Redemption Date to and
including the Purchase Contract Settlement Date, U.S. treasury securities (or
principal or interest strips thereof) that mature on or prior to the business
day immediately preceding such scheduled Interest Payment Date in an aggregate
amount equal to the aggregate interest payment (assuming no reset of the
interest rate) that would have been due on such scheduled Interest Payment Date
on the Applicable Principal Amount.
"TREASURY PORTFOLIO PURCHASE PRICE" means the lowest aggregate ask-side
price quoted by a Primary Treasury Dealer to the Quotation Agent between 9:00
a.m. and 11:00 a.m. (New York City time) (i) in the case of a Special Event
Redemption, on the third Business Day immediately preceding the Special Event
Redemption Date for the purchase of the applicable Treasury Portfolio for
settlement on the Special Event Redemption Date, and (ii) in the case of any
Successful Remarketing prior to the Final Remarketing Date, on the Reset Date
for the purchase of the applicable Treasury Portfolio for settlement no later
than the third Business Day immediately following the Reset Date.
"UNIT" means a Normal Unit or Stripped Unit, as the case may be.
The terms "COMPANY," "TRUSTEE," "INDENTURE," "BASE INDENTURE" and "SENIOR
NOTES" shall have the respective meanings set forth in the recitals to this
Supplemental Indenture No. 3 and the paragraph preceding such recitals.
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ARTICLE 2
GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES
Section 2.01. Designation and Principal Amount. There is hereby
authorized a series of Securities designated as 2.56% Senior Notes due August
16, 2008 limited in aggregate principal amount to $345 million. The Senior Notes
may be issued from time to time upon written order of the Company for the
authentication and delivery of Senior Notes pursuant to Section 303 of the Base
Indenture.
Section 2.02. Maturity. Unless a Special Event Redemption occurs prior to
the Maturity Date (defined below), the date upon which the Senior Notes shall
become due and payable at final maturity, together with any accrued and unpaid
interest, is August 16, 2008 (the "MATURITY DATE").
Section 2.03. Form, Payment and Appointment. Except as provided in
Section 2.04, the Senior Notes shall be issued in fully registered, certificated
form, bearing identical terms. Principal of and interest on the Senior Notes
will be payable, the transfer of such Senior Notes will be registrable, and such
Senior Notes will be exchangeable for Senior Notes of a like aggregate principal
amount bearing identical terms and provisions, at the office or agency of the
Company maintained for such purpose in the Borough of Manhattan, The City of New
York, which shall initially be the Corporate Trust Office of the Trustee;
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the Holder at such address as shall appear in the
Security Register or by wire transfer to an account appropriately designated by
the Holder entitled to payment.
No service charge shall be made for any registration of transfer or
exchange of the Senior Notes, but the Company may require payment from the
Holder of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.
The Security Registrar and Paying Agent for the Senior Notes shall
initially be the Trustee.
The Senior Notes shall be issuable in denominations of $1,000 and integral
multiples of $1,000 in excess thereof; provided, however, that upon the release
by the Collateral Agent of the Pledged Senior Notes (other than any release of
Pledged Senior Notes in connection with (i) the creation of Stripped Units by
Collateral Substitution, (ii) a Successful Remarketing, (iii) Cash Merger Early
Settlement or (iv) Early Settlement in accordance with Sections 3.13, 5.02,
5.04(b) and 5.07 of the Purchase Contract Agreement, respectively), the Senior
Notes shall be issuable in denominations of $50 and integral multiples of $50.
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Section 2.04. Global Senior Notes. Senior Notes that have been released
from the Collateral Account (as defined in the Pledge Agreement) will be issued
in permanent global form (a "GLOBAL SENIOR NOTE"), and if issued as one or more
Global Senior Notes, the Depositary shall be The Depository Trust Company or
such other depositary as any officer of the Company may from time to time
designate. Unless and until such Global Senior Note is exchanged for Senior
Notes in certificated form, Global Senior Notes may be transferred, in whole but
not in part, and any payments on the Senior Notes shall be made, only to the
Depositary or a nominee of the Depositary, or to a successor Depositary selected
or approved by the Company or to a nominee of such successor Depositary.
Section 2.05. Interest. (a) The Senior Notes will bear interest initially
at the rate of 2.56% per year (the "COUPON RATE") from the original date of
issuance through and including the earlier of (i) the Maturity Date and (ii) the
day immediately preceding any Reset Effective Date. In the event of a Successful
Remarketing of the Senior Notes, the Coupon Rate may be reset by the Remarketing
Agent at the appropriate Reset Rate with effect from the Reset Effective Date,
as set forth under Section 8.03. If the Coupon Rate is so reset, the Senior
Notes will bear interest at the Reset Rate from the Reset Effective Date until
the principal thereof and interest thereon is paid or duly made available for
payment. The Senior Notes shall bear interest, to the extent permitted by law,
compounded quarterly, on any overdue principal and payment of interest at the
Coupon Rate through and including the day immediately preceding the Reset
Effective Date and at the Reset Rate thereafter.
(b) Interest on the Senior Notes shall be payable quarterly in arrears
on February 16, May 16, August 16 and November 16, of each year (each, an
"INTEREST PAYMENT DATE"), commencing August 16, 2003, to the Person in whose
name such Senior Note, or any predecessor Senior Note, is registered at the
close of business on the Record Date for such Interest Payment Date. Interest on
the Senior Notes shall accrue from May 23, 2003.
(c) The amount of interest payable for any full quarterly period will be
computed on the basis of a 360-day year consisting of twelve 30-day months. The
amount of interest payable for any period shorter than a full quarterly period
for which interest is computed will be computed on the basis of a 30-day month
and, for any period less than a month, on the basis of the actual number of days
elapsed per 30-day month. In the event that any scheduled Interest Payment Date
falls on a day that is not a Business Day, then payment of interest payable on
such Interest Payment Date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next calendar year, then
such payment will be made on the preceding Business Day.
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Section 2.06. No Defeasance. The provisions of Section 403 of the Base
Indenture shall not apply to the Senior Notes.
Section 2.07. No Sinking Fund. The Senior Notes are not entitled to the
benefit of any sinking fund.
ARTICLE 3
REDEMPTION OF THE SENIOR NOTES
Section 3.01. Special Event Redemption. If a Special Event shall occur and
be continuing, the Company may, at its option, redeem the Senior Notes in whole,
but not in part, on any Interest Payment Date prior to the earlier of the date
of a Successful Remarketing or the Purchase Contract Settlement Date, at a price
per Senior Note equal to the Redemption Price, payable on the date of redemption
(the "SPECIAL EVENT REDEMPTION DATE") to the Holders of the Senior Notes
registered at the close of business on the Special Event Redemption Date. If the
Company so elects to redeem the Senior Notes, the Company shall appoint the
Quotation Agent to assist the Company in determining the Treasury Portfolio
Purchase Price. Notice of any Special Event Redemption will be mailed by the
Company (with a copy to the Trustee) at least 30 days but not more than 60 days
before the Special Event Redemption Date to each registered Holder of the Senior
Notes at its registered address. In addition, the Company shall notify the
Collateral Agent in writing that a Special Event has occurred and that the
Company intends to redeem the Senior Notes on the Special Event Redemption Date.
Unless the Company defaults in the payment of the Redemption Price, on and after
the Special Event Redemption Date, (a) interest shall cease to accrue on the
Senior Notes, (b) the Senior Notes shall become due and payable at the
Redemption Price, and (c) the Senior Notes shall be void and all rights of the
Holders in respect of the Senior Notes shall terminate and lapse (other than the
right to receive the Redemption Price upon surrender of such Senior Notes but
without interest on such Redemption Price). Following the notice of a Special
Event Redemption, neither the Company nor the Trustee shall be required to
register the transfer of or exchange the Senior Notes to be redeemed.
Section 3.02. Redemption Procedures. On or prior to the Special Event
Redemption Date, the Company shall deposit with the Trustee immediately
available funds in an amount sufficient to pay, on the Special Event Redemption
Date, the aggregate Redemption Price for all outstanding Senior Notes. In
exchange for any Senior Notes surrendered for redemption on or after the Special
Event Redemption Date, the Trustee shall pay an amount equal to the Redemption
Price (a) to the Collateral Agent, in the case of Pledged Senior Notes, which
amount shall be applied by the Collateral Agent in accordance with the terms of
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the Pledge Agreement, and (b) to the holders of the Separate Senior Notes, in
the case of Separate Senior Notes.
ARTICLE 4
FORM OF SENIOR NOTE
Section 4.01. Form of Senior Note. The Senior Notes and the Trustee's
Certificate of Authentication to be endorsed thereon are to be substantially in
the forms attached as Exhibit A hereto, with such changes therein as the
officers of the Company executing the Senior Notes (by manual or facsimile
signature) may approve, such approval to be conclusively evidenced by their
execution thereof.
ARTICLE 5
ORIGINAL ISSUE OF SENIOR NOTES
Section 5.01. Original Issue of Senior Notes. Senior Notes in the
aggregate principal amount of $690,000,000 may from time to time, upon execution
of this Supplemental Indenture No. 3, be executed by the Company and delivered
to the Trustee for authentication, and the Trustee shall thereupon authenticate
and deliver said Senior Notes to or upon the written order of the Company
pursuant to Section 303 of the Base Indenture without any further action by the
Company (other than as required by the Base Indenture).
ARTICLE 6
ORIGINAL ISSUE DISCOUNT
Section 6.01. Original Issue Discount. The Company shall file with the
Trustee promptly at the end of each calendar year (i) a written notice
specifying the amount of original issue discount (including daily rates and
accrual periods) accrued on Senior Notes that are Outstanding as of the end of
the year and (ii) such other specific information relating to such original
issue discount as may then be relevant under the Internal Revenue Code of 1986,
as amended from time to time.
ARTICLE 7
MISCELLANEOUS
Section 7.01. Ratification of Indenture. The Indenture, as supplemented by
this Supplemental Indenture No. 3, is in all respects ratified and confirmed,
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and this Supplemental Indenture No. 3 shall be deemed part of the Indenture in
the manner and to the extent herein and therein provided.
Section 7.02. Trustee Not Responsible for Recitals. The recitals herein
contained are made by the Company and not by the Trustee, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture
No. 3.
Section 7.03. New York Law to Govern. THIS SUPPLEMENTAL INDENTURE NO. 3
AND EACH SENIOR NOTE SHALL BE DEEMED TO BE CONTRACTS MADE UNDER THE LAWS OF THE
STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.
Section 7.04. Separability. In case any one or more of the provisions
contained in this Supplemental Indenture or in the Senior Notes shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then, to
the extent permitted by law, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Supplemental Indenture No. 3 or of
the Senior Notes, but this Supplemental Indenture No. 3 and the Senior Notes
shall be construed as if such invalid or illegal or unenforceable provision had
never been contained herein or therein.
Section 7.05. Counterparts. This Supplemental Indenture may be executed
in any number of counterparts each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
ARTICLE 8
REMARKETING
Section 8.01. Remarketing Procedures. (a) Unless a Special Event
Redemption or a Successful Remarketing has occurred prior to the applicable
Remarketing Date, the Company shall engage the Remarketing Agent pursuant to the
Remarketing Agreement for the Remarketing of the Senior Notes. The Company will
request, not later than seven nor more than 15 calendar days prior to the
applicable Remarketing Date, that the Depositary or its nominee notify the
Beneficial Owners or Depositary Participants holding Separate Senior Notes and
Normal Units and Stripped Units of the procedures to be followed in the
applicable Remarketing.
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(b) Each Holder of Separate Senior Notes may elect to have Separate
Senior Notes held by such Holder remarketed in any Remarketing. A Holder making
such an election must, pursuant to the Pledge Agreement, notify the Custodial
Agent and deliver such Separate Senior Notes to the Custodial Agent prior to
5:00 P.M. (New York City time) on or prior to the fifth Business Day immediately
preceding the applicable Remarketing Date (but no earlier than the Interest
Payment Date immediately preceding the applicable Remarketing Date). Any such
notice and delivery may not be conditioned upon the level at which the Reset
Rate is established in the Remarketing. Any such notice and delivery may be
withdrawn prior to 5:00 P.M. (New York City time) on or prior to the fifth
Business Day immediately preceding the applicable Remarketing Date in accordance
with the provisions set forth in the Pledge Agreement. Any such notice and
delivery not withdrawn by such time will be irrevocable with respect to such
Remarketing. Pursuant to Section 5.07(c) of the Pledge Agreement, promptly after
11:00 A.M., New York City time, on the Business Day immediately preceding the
applicable Remarketing Date, the Custodial Agent, based on the notices and
deliveries received by it prior to such time, shall notify the Remarketing Agent
of the principal amount of Separate Senior Notes to be tendered for remarketing
and shall cause such Separate Senior Notes to be presented to the Remarketing
Agent. Under Section 5.02 of the Purchase Contract Agreement, Pledged Senior
Notes will be deemed tendered for Remarketing and will be remarketed in
accordance with the terms of the Remarketing Agreement.
(c) The right of each Holder of Normal Units to have the Pledged Senior
Notes and each Holder of Separate Senior Notes to have any Separate Senior Notes
(together, the "REMARKETED SENIOR NOTES"), remarketed and sold on any
Remarketing Date shall be limited to the extent that (i) the Remarketing Agent
conducts a Remarketing pursuant to the terms of the Remarketing Agreement, (ii)
a Special Event Redemption has not occurred prior to such Remarketing Date,
(iii) the Remarketing Agent is able to find a purchaser or purchasers for
Remarketed Senior Notes at the Remarketing Price or the Final Remarketing Price,
as the case may be, (iv) the purchaser or purchasers deliver the purchase price
therefor to the Remarketing Agent as and when required, and (v) the Remarketing
is settled in accordance with the Remarketing Agreement.
(d) Neither the Trustee, the Company nor the Remarketing Agent shall be
obligated in any case to provide funds to make payment upon tender of Senior
Notes for remarketing.
Section 8.02. Remarketing. (a) Unless a Special Event Redemption has
occurred prior to the Initial Remarketing Date, on the Initial Remarketing Date,
the Remarketing Agent shall, pursuant and subject to the terms of the
Remarketing Agreement, use its reasonable efforts to remarket the Remarketed
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Senior Notes at a price (the "REMARKETING PRICE") equal to approximately 100.50%
(or, if the Remarketing Agent is unable to remarket the Remarketed Senior Notes
at such rate, at a rate below 100.50% in the discretion of the Remarketing
Agent, but in no event less than 100.25%, net of any Remarketing Fee and any
other fees and expenses) of the sum of the Treasury Portfolio Purchase Price and
the Separate Senior Note Purchase Price.
(b) In the case of a Failed Initial Remarketing and unless a Special
Event Redemption has occurred prior to the Second Remarketing Date, on the
Second Remarketing Date, the Remarketing Agent shall use its reasonable efforts
to remarket the Remarketed Senior Notes at the Remarketing Price. In the case of
a Failed Second Remarketing and unless a Special Event Redemption has occurred
prior to the Third Remarketing Date, on the Third Remarketing Date, the
Remarketing Agent shall use its reasonable efforts to remarket the Remarketed
Senior Notes at the Remarketing Price. In the case of a Failed Third Remarketing
and unless a Special Event Redemption has occurred prior to the Final
Remarketing Date, on the Final Remarketing Date, the Remarketing Agent shall use
its reasonable efforts to remarket the Remarketed Senior Notes at a price (the
"FINAL REMARKETING PRICE") equal to approximately 100.50% (or, if the
Remarketing Agent is unable to remarket the Remarketed Senior Notes at such
rate, at a rate below 100.50% in the discretion of the Remarketing Agent, but in
no event less than 100.25%, net of any Remarketing Fee and any other fees and
expenses) of the aggregate principal amount of the Remarketed Senior Notes. It
is understood and agreed that Remarketing on any Remarketing Date will be
considered successful and no further attempts will be made if the resulting
proceeds are at least 100.25% (net of any Remarketing Fee and any other fees and
expenses) of the sum of the Treasury Portfolio Purchase Price and the Separate
Senior Note Purchase Price, in the case of a Remarketing other than the Final
Remarketing, or 100.25% (net of any Remarketing Fee and any other fees and
expenses) of the aggregate principal amount of the Remarketed Senior Notes in
the case of the Final Remarketing and such Remarketing is settled in accordance
with the Remarketing Agreement.
Section 8.03. Reset Rate. (a) In connection with each Remarketing, the
Remarketing Agent shall determine the Reset Rate (rounded to the nearest
one-thousandth (0.001) of one percent per annum) that the Remarketed Senior
Notes should bear in order to have an aggregate market value equal to the
Remarketing Price or the Final Remarketing Price, as the case may be, and that
in the sole reasonable discretion of the Remarketing Agent will enable it to
remarket all of the Remarketed Senior Notes at the Remarketing Price or Final
Remarketing Price, as the case may be, in such Remarketing.
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(b) Anything herein to the contrary notwithstanding, the Reset Rate
shall in no event exceed the maximum rate permitted by applicable law and the
Remarketing Agent shall have no obligation to determine whether there is any
limitation under applicable law on the Reset Rate or, if there is any such
limitation, the maximum permissible Reset Rate on the Senior Notes and they
shall rely solely upon written notice from the Company (which the Company agrees
to provide prior to the eighth Business Day before the Initial Remarketing Date)
as to whether or not there is any such limitation and, if so, the maximum
permissible Reset Rate.
(c) In the event of a Failed Remarketing or if there are no Pledged
Senior Notes and none of the holders of the Separate Senior Notes elect to have
their Senior Notes remarketed in any Remarketing, the applicable interest rate
on the Senior Notes will not be reset and will continue to be the Coupon Rate.
(d) In the event of a Successful Remarketing, the Coupon Rate shall be
reset at the Reset Rate as determined by the Remarketing Agent under the
Remarketing Agreement.
Section 8.04. Failed Remarketing. (a) If, by 4:00 p.m. (New York City
time) on any Remarketing Date, the Remarketing Agent is unable to remarket all
of the Remarketed Senior Notes at the Remarketing Price or the Final Remarketing
Price, as the case may be, pursuant to the terms and conditions hereof and the
Remarketing Agreement or any such remarketing is not settled in accordance with
the terms of the Remarketing Agreement for any reason, a Failed Remarketing
shall be deemed to have occurred, and the Remarketing Agent shall advise, by
telephone the Depositary, the Purchase Contract Agent and the Company, and
return the Remarketed Senior Notes to the Collateral Agent or the Custodial
Agent, as the case may be.
(b) The Company shall cause a notice of such Failed Remarketing to be
published in a daily newspaper in the English language of general circulation in
The City of New York, which is expected to be The Wall Street Journal.
Section 8.05. Put Right. If there has not been a Successful Remarketing
prior to the Purchase Contract Settlement Date, the holders of Separate Senior
Notes will have the right (the "PUT RIGHT") to require the Company to purchase
their Senior Notes on September 30, 2006 (the "EXERCISE DATE") upon a notice to
the Trustee on or prior to the fifth Business Day prior to the Exercise Date, at
a price per Senior Note equal to the principal amount of the Senior Note plus
accrued and unpaid interest to but excluding the Exercise Date (the "PUT
PRICE"). If there has not been a Successful Remarketing prior to the Purchase
Contract Settlement Date, the Company shall notify, not more than ten (10) days
after the Purchase Contract Settlement Date, Beneficial Owners of the Separate
Senior
14
Notes of the procedures to be followed if any Holder elects to exercise its Put
Right.
Section 8.06. Additional Event of Default. In addition to the events
listed as Events of Default in Section 501 of the Base Indenture, it shall be an
additional Event of Default with respect to the Senior Notes, if the Company
defaults in the payment of the Put Price with respect to any Separate Senior
Note following the exercise of the Put Right by any Holder of Separate Senior
Notes in accordance with Section 8.05.
ARTICLE 9
TAX TREATMENT
Section 9.01. Tax Treatment. The Company agrees, and by acceptance of a
Normal Unit or a Separate Senior Note, each Holder of an Applicable Ownership
Interest in Senior Notes and each Holder of a Separate Senior Note will be
deemed to have agreed (1) for United States federal, state and local income and
franchise tax purposes to treat the acquisition of a Normal Unit as the
acquisition of an Applicable Ownership Interest in Senior Notes and the Purchase
Contract constituting the Normal Unit and (2) to treat the Applicable Ownership
Interest in Senior Notes and each Separate Senior Note, as the case may be, as
indebtedness for United States federal, state and local income and franchise tax
purposes. A Holder of an Applicable Ownership Interest in Senior Notes or a
Separate Senior Note, as the case may be, may obtain the amount of original
issue discount, issue date, yield to maturity, comparable yield and projected
payment schedule for the Applicable Ownership Interest in Senior Notes or a
Separate Senior Note, determined by the Company pursuant to Treas. Reg. Sec.
1.1275-4, by submitting a written request for it to the Company at the following
address: The Hartford Financial Services Group, Inc., Xxxxxxxx Xxxxxxxxx,
Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000.
15
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 3 to be duly executed, as of the day and year first written
above.
THE HARTFORD FINANCIAL SERVICES
GROUP, INC.
By: __________________________________
Name:
Title:
Attest:
____________________________
Name:
Title:
JPMORGAN CHASE BANK, as
Trustee
By: __________________________________
Name: Xxxxxx Xxxxxx
Title: Vice President
Attest:
____________________________
Name: Xxxxx X. Xxxxxxxx
Title: Trust Officer
____________________________
Name:
Title:
EXHIBIT A
[IF THIS SENIOR NOTE IS TO BE A GLOBAL SECURITY, INSERT:] THIS SENIOR NOTE IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A NOMINEE OF THE
DEPOSITORY TRUST COMPANY. THIS SENIOR NOTE IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A
NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST
COMPANY TO THE DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY
TRUST COMPANY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
2.56% Senior Note due August 16, 2008
No.
$______________ CUSIP Xx. 000 000 XX0
XXX XXXXXXXX FINANCIAL SERVICES GROUP, INC. (formerly ITT Hartford Group, Inc.),
a corporation organized and existing under the laws of Delaware (hereinafter
called the "Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby
promises to pay to__________, or registered assigns, the principal sum of [up
to]*___________($__________), [as set forth in the Schedule of Increases
or Decreases In Senior Note attached hereto,]*on August 16, 2008 (such
date is hereinafter referred to as the "MATURITY DATE"), and to pay interest
thereon from May 23, 2003 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, quarterly in arrears on February
16, May 16, August 16 and November 16 of each year, commencing August 16, 2003,
at the rate of 2.56% per annum through and including the day immediately
preceding the Reset Effective Date, if any, and thereafter at the Reset Rate, if
any, on the basis of a 360-day year consisting of twelve 30-day months, until
the principal hereof is paid or duly provided for or made available for payment,
and (to the extent that the payment of such interest shall be legally
enforceable) to pay interest, compounded quarterly, at the rate of 2.56% per
annum on any overdue principal and payment of interest through and including the
day immediately preceding the Reset Effective Date, if any, and thereafter at
the Reset Rate, if any. The amount of interest payable for any period shorter
than a full quarterly period for which interest is computed will be computed on
the basis of a 30-day month and, for any period less than a month, on the basis
of the actual number of days elapsed per 30-day month. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Senior Note
(or one or more Predecessor Senior Notes) is registered at the close of business
on the Record Date for such Interest Payment Date.
Payment of the principal of and interest on this Senior Note will be made at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, which shall initially be the Corporate Trust
Office of the Trustee, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that payment of interest may be made at the option of
the Company by check mailed to the Person entitled thereto at such address as
shall appear in the Security Register or by wire transfer to an account
appropriately designated by the Holder entitled to payment.
Reference is hereby made to the further provisions of this Senior Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
*Insert in Global Securities and Pledged Senior Note.
*Insert in Global Securities and Pledged Senior Note.
Unless the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Senior Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
THE HARTFORD FINANCIAL
SERVICES GROUP, INC.
By:__________________
Name:
Title:
Attest:
By: ______________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities referred to in the within mentioned Indenture.
JPMORGAN CHASE BANK,
as Trustee
By: _________________
Authorized Officer
FORM OF REVERSE OF SENIOR NOTE
This Senior Note is one of a duly authorized issue of securities of the
Company (herein called the "Senior Notes"), issued and to be issued in one or
more series under a Senior Indenture, dated as of October 20, 1995, between the
Company and JPMorgan Chase Bank, as Trustee, successor to The Chase Manhattan
Bank (National Association) (herein called the "Trustee", which term includes
any successor trustee), as amended and supplemented by Supplemental Indenture
No. 1 dated as of December 27, 2000 and Supplemental Indenture No. 2 dated as of
September 13, 2002, each between the Company and the Trustee (the "Base
Indenture"), and further supplemented by Supplemental Indenture No. 3 between
the Company and the Trustee (the "Supplemental Indenture No. 3" and together
with the Base Indenture, the "Indenture"), to which Indenture reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Senior Notes and of the terms upon which the Senior Notes are, and are to
be, authenticated and delivered. This Senior Note is one of the series
designated on the face hereof, limited in aggregate principal amount to
$345 million.
If a Special Event shall occur and be continuing, the Company may, at its
option, redeem the Senior Notes of this series in whole, but not in part, on any
Interest Payment Date prior to the earlier of the date on which a Successful
Remarketing is consummated or the Purchase Contract Settlement Date, at a price
per Senior Note equal to the Redemption Price as set forth in the Indenture.
The Senior Notes are not entitled to the benefit of any sinking fund and
will not be subject to defeasance.
Holders of Separate Senior Notes have a put right as more fully
described in Supplemental Indenture No. 3.
If an Event of Default with respect to Senior Notes of this series shall
occur and be continuing, the principal of the Senior Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Senior Notes at any time by the
Company and the Trustee with the consent of the Holders of a majority in
principal amount of the Senior Notes at the time Outstanding of each series
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Senior Notes at the time
Outstanding, on behalf of the Holders of all Senior Notes, to waive compliance
by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Senior Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Senior Note and of any Senior Note issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Senior Note.
No reference herein to the Indenture and no provision of this Senior Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Senior Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Senior Note is registrable in the Securities
Register, upon surrender of this Senior Note for registration of transfer at the
office or agency of the Company in any place where the principal of and interest
on this Senior Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Securities
Registrar duly executed by the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Senior Notes of this series, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Senior Notes of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof
except as provided for in Section 2.03 of Supplemental Indenture No. 3. As
provided in the Indenture and subject to certain limitations therein set forth,
Senior Notes of this series are exchangeable for a like aggregate principal
amount of Senior Notes of this series of a different authorized denomination, as
requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Senior Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Senior Note is registered as the owner hereof for
all purposes, whether or not this Senior Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Senior Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
The Company agrees, and by acceptance of a Normal Unit or a Separate
Senior Note, each Holder of an Applicable Ownership Interest in Senior Notes and
each Holder of a Separate Senior Note will be deemed to have agreed (1) for
United States federal, state and local income and franchise tax purposes to
treat the acquisition of a Normal Unit as the acquisition of an Applicable
Ownership Interest in Senior Notes and the Purchase Contract constituting the
Normal Unit and (2) to treat the Applicable Ownership Interest in Senior Notes
and each Separate Senior Note, as the case may be, as indebtedness for United
States federal, state and local income and franchise tax purposes. A Holder of
an Applicable Ownership Interest in Senior Notes or a Separate Senior Note, as
the case may be, may obtain the amount of original issue discount, issue date,
yield to maturity, comparable yield and projected payment schedule for the
Senior Notes of this series, determined by the Company pursuant to Treas. Reg.
Sec. 1.1275-4, by submitting a written request for it to the Company at the
following address: The Hartford Financial Services Group, Inc., Investor
Relations, Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Senior Note to:
______________________________________________________________________________
______________________________________________________________________________
(Insert assignee's social security or tax identification number)
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Insert address and zip code of assignee)
and irrevocably appoints
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
agent to transfer this Senior Note on the books of the Company. The agent may
substitute another to act for him or her.
Date: _____________
Signature:
___________________________________________
Signature Guarantee: ______________________
(Sign exactly as your name appears on the other side of this Senior Note)
SIGNATURE GUARANTEE
Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
By: _____________________
Name
Title:
SCHEDULE OF INCREASES OR DECREASES IN SENIOR NOTE
The following increases or decreases in a part of this Senior Note have been
made:
PRINCIPAL
AMOUNT OF
THIS SENIOR
AMOUNT OF AMOUNT OF NOTE
DECREASE IN INCREASE IN FOLLOWING SIGNATURE
PRINCIPAL PRINCIPAL SUCH OF
AMOUNT OF AMOUNT OF DECREASE AUTHORIZED
THIS SENIOR THIS SENIOR (OR OFFICER OF
DATE NOTE NOTE INCREASE) TRUSTEE
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