SUN LIFE FINANCIAL GLOBAL FUNDING III, L.P. TERMS AGREEMENT
EXHIBIT
10.1
SUN
LIFE FINANCIAL GLOBAL FUNDING III, L.P.
TERMS
AGREEMENT
September
21, 2006
Sun
Life Financial Global Funding III, L.P.,
c/o
Sun Life Assurance Company of Canada (U.S.)
Office
of General Counsel
One
Sun Life Executive Park
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:
General Counsel
Telecopy
No.: (▇▇▇) ▇▇▇-▇▇▇▇
Re: Purchase
Agreement dated September 5, 2006 (the "Purchase Agreement")
Part
I - Purchase of Notes
We
agree to purchase your Series 2006-1 Floating Rate Notes (the "Notes") having
the following terms:
Principal
Amount: $150,000,000
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Interest
Rate or Formula:
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Interest
Rate Basis: (1) for Interest Reset Periods (as defined in the Offering
Memorandum dated September 5, 2006) beginning on April 6th
and on July 6th
of each year beginning April 6, 2007, LIBOR with Index Maturity of three months;
(2) for Interest Reset Periods beginning on October 6th
of each year beginning October 6, 2007, the rate linearly interpolated between
LIBOR with the Index Maturity of two months and LIBOR with the Index Maturity
of
three months based on the actual number of days in such Interest Reset Period;
and (3) for Interest Reset Periods beginning on December 31st
of each year beginning December 31, 2006, the rate linearly interpolated between
LIBOR with Index Maturity of three months and LIBOR with Index Maturity of
four
months based on the actual number of days in such Interest Reset
Period.
Index
Maturity: As provided under "Interest Rate Basis" and "Initial Interest
Rate".
Spread
and/or Spread Multiplier, if any: 0.25%.
Initial
Interest Rate: From and including September 19, 2006 to but excluding the first
Interest Payment Date, 5.647%; from and including the first Interest Payment
Date to but excluding the Maturity Date, the Interest Rate Basis plus the
Spread.
Interest
Reset Dates: In respect of the Notes, the Interest Reset Dates will be the
6th
day of April, July and October, and the 31st
day of December of each year, commencing December 31, 2006 to but excluding
the
Maturity Date of such Notes. If any Interest Reset Date for the Notes is not
a
Business Day (as defined in the Offering Memorandum dated September 5, 2006),
such Interest Reset Date will be postponed to the next succeeding Business
Day,
except that if such Business Day falls in the next succeeding calendar month,
such Interest Reset Date will be the immediately preceding Business
Day.
Interest
Determination Dates: The second London Banking Day immediately preceding the
applicable Interest Reset Date.
Interest
Payment Dates: In respect of the Notes, the Interest Payment Dates will be
the
6th
day of April, July and October, and the 31st
day of December of each year, commencing December 31, 2006; provided
that the final Interest Payment Date shall be the Maturity Date of such Notes.
If any Interest Payment Date other than the Maturity Date for the Notes is
not a
Business Day, such Interest Payment Date will be postponed to the next
succeeding Business Day, with no accrual of additional interest relating to
such
postponement, except that if such Business Day falls in the next succeeding
calendar month, such Interest Payment Date will be the immediately preceding
Business Day.
Day
Count Convention: Actual/360, Modified Following
Calculation
Agent: JPMorgan Chase Bank, N.A.
Original
Issue Date: September 29, 2006
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Stated
Maturity Date: October 6, 2013
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Authorized
Denomination: A minimum denomination of $250,000 and integral multiples
of
$1,000 in excess thereof.
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Purchase
Price: 100.00%, plus accrued interest from and including September
19,
2006 to but excluding the date of delivery;
provided
that in connection with the offering of the Notes, Sun Life Financial
Inc.
will make an Expense Capital Contribution to the Issuer in an amount
equal
to the underwriting discounts and commissions of the Initial Purchasers
and the other expenses of the Initial Purchasers and other service
providers relating to the issuance and maintenance of the Notes incurred
as of the Issue Date and the Issuer will pay any Issuance and Maintenance
Expenses directly to the Initial Purchasers and such other service
providers.
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Price
to Public: 100%, plus accrued interest from and including September
19,
2006 to but excluding the date of
delivery.
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Settlement
Date: September 29, 2006
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CUSIP
Number: ▇▇▇▇▇▇▇▇▇
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Additional/Other
Terms: As set forth in Schedule I
hereto.
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LP
Swap Agreement Notional Amount: $150,000,000, which equals the aggregate
principal amount of the Notes.
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LP
Swap Agreement Fixed Amount: For each Swap Payment Date, an amount
payable
by the Issuer to the Swap Counterparty at a rate of 5.3295% per annum
on
the Notional Amount. See "LP Swap Agreements" in the accompanying
Offering
Memorandum.
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We
agree to purchase, severally and not jointly, the principal amount of the Notes
set forth below opposite our names:
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Name
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Principal
Amount of
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Notes
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Citigroup
Global Markets, Inc.
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$
66,000,000
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Deutsche
Bank Securities Inc.
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$
66,000,000
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Banc
of America Securities LLC
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$
3,000,000
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Credit
Suisse Securities (USA) LLC
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$
3,000,000
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▇▇▇▇▇▇▇
Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
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$
3,000,000
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▇▇▇▇▇▇
▇▇▇▇▇▇▇ & Co. Incorporated
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$
3,000,000
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RBC
Capital Markets Corporation
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$
3,000,000
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Wachovia
Capital Markets, LLC
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$
3,000,000
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Total
...............................................................
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$150,000,000
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In
connection with the purchase of Notes from the Issuer by one or more Initial
Purchasers as principal, the Initial Purchasers require the following items
to
be delivered as of the Settlement Date:
þ
Legal Opinion of in-house counsel for the Company pursuant to Section 6(c)(i)
of
the Purchase Agreement.
þ
Legal Opinion of in-house counsel for the Issuer pursuant to Section 6(c)(ii)
of
the Purchase Agreement.
þ
Legal Opinion of in-house counsel for the LLC pursuant to Section 6(c)(iii)
of
the Purchase Agreement.
þ
Legal Opinion of counsel for the Indenture Parties and the Company concerning
certain corporate matters pursuant to Section 6(c)(iv) of the Purchase
Agreement.
þ
Legal Opinion of counsel for the Indenture Parties and the Company concerning
certain U.S. federal income tax matters pursuant to Section 6(c)(v) of the
Purchase Agreement.
þ
Legal Opinion of counsel for the Indenture Parties and the Company concerning
certain security interest matters pursuant to Section 6(c)(vi) of the Purchase
Agreement.
þ
Legal Opinion of counsel for the Indenture Parties and the Company concerning
certain bankruptcy law matters pursuant to Section 6(c)(vii) of the Purchase
Agreement.
þ
Legal Opinion of counsel for the Indenture Parties and the Company concerning
enforceability of the secured guarantee pursuant to Section 6(c)(viii) of the
Purchase Agreement.
þ
Legal Opinion of counsel for the Initial Purchasers pursuant to Section 6(c)(ix)
of the Purchase Agreement.
þ
Legal Opinion of counsel for the Indenture Parties and the Company concerning
priority of funding agreement under Delaware law pursuant to Section 6(c)(x)
of
the Purchase Agreement.
þ
Legal Opinion of counsel for the Indenture Parties and the Company concerning
certain Delaware corporate law matters pursuant to Section 6(c)(xi) of the
Purchase Agreement.
þ
Legal Opinion of counsel for the Indenture Parties and the Company concerning
certain Delaware common law security interest and UCC matters pursuant to
Section 6(c)(xii) of the Purchase Agreement.
þ
Legal Opinion of counsel for the Indenture Parties and the Company concerning
certain Canadian tax matters pursuant to Section 6(c)(xiii) of the Purchase
Agreement.
þ
Legal Opinion of counsel for the Indenture Parties and the Company concerning
the absence of Canadian withholding taxes pursuant to Section 6(c)(xiv) of
the
Purchase Agreement.
þ
Legal Opinion of counsel for the Indenture Parties and the Company concerning
certain matters relating to Nova Scotia law pursuant to Section 6(c)(xv) of
the
Purchase Agreement.
þ
Opinion of tax advisor for the Issuer concerning certain Canadian tax matters
pursuant to Section 6(c)(xvi) of the Purchase Agreement.
þ
Officer’s Certificate of the Issuer pursuant to Section 6(d) of the Purchase
Agreement.
þ
Officer’s Certificate of the ULC pursuant to Section 6(d) of the Purchase
Agreement.
þ
Officer’s Certificate of the LLC pursuant to Section 6(d) of the Purchase
Agreement.
þ
Officer’s Certificate of the Company pursuant to Section 6(e) of the Purchase
Agreement.
þ
Letter of Accountants to the Company pursuant to Section 6(f) of the Purchase
Agreement.
At
the Settlement Date, the Notes will be rated Aa3 (stable) by ▇▇▇▇▇’▇ Investors
Service, Inc. and AA+ (stable) by Standard & Poor’s Rating
Service.
Part
II - Issuance Expenses
On
or prior to the Original Issue Date set forth above, Sun Life Financial Inc.
shall make an Expense Capital Contribution to the Issuer and the Issuer shall
pay a portion of such Expense Capital Contribution, as Issuance Expenses to
the
Initial Purchasers as follows:
Initial
Purchasers’ Discounts and Commissions: $487,500
Part
III - Series Collateral
(A).
Issuer Collateral. On
the Original Issue Date set forth above, the ULC will issue to the Issuer,
and
the Issuer will pay for 150,000 Series 2006-1 Preferred ULC Shares (the
"Designated
Preferred ULC Shares")
for the consideration listed below. Such Designated
Preferred ULC Shares
and the Pledged ULC Dividends on such Designated Preferred ULC Shares will
compose part of the Issuer Collateral upon the grant of a security interest
in
such Issuer Collateral by the Issuer to the Indenture Trustee:
Series
2006-1 Preferred ULC Shares issued by the ULC.
Consideration:
$150,000,000
(B).
ULC Collateral. On
the Original Issue Date set forth above, the LLC will issue to the ULC, and
the
ULC shall pay for 150,000 Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ LLC Shares (the
"Designated
Preferred LLC Shares")
for the consideration listed below. Such
Designated
Preferred LLC Shares
and the Pledged LLC Dividends on such Designated
Preferred LLC Shares
will compose part of the ULC Collateral upon the grant of a security interest
in
such ULC Collateral by the ULC to the Indenture Trustee:
Series
▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ LLC Share issued by the LLC.
Consideration:
$150,000,000
Part
IV - Secured Guarantee Collateral
On
the Original Issue Date set forth above, the Company will issue to the LLC
a
funding agreement (the "Designated
Funding Agreement"),
containing the following terms, and such Designated Funding Agreement will
compose part of the Designated Secured Guarantee Collateral upon the pledge
and
collateral assignment of and the grant of a security interest in, the Funding
Agreement by the LLC to the Indenture Trustee:
Funding
Agreement to be issued by the Company effective as of the Original Issue
Date.
Net
Deposit Amount: $150,000,000
Deposit
Amount: $150,000,000
Effective
Date: September
29, 2006
Interest
Rate: The
interest rate payable under the Funding Agreement
shall
be equal to the floating rate of interest payable in
respect
of the Notes, plus 0.08%.
Business
Day Convention: Modified
Following
Additional/Other
Terms:
Part
V- Swap Agreements
(A).
LLC Swap Agreement. On
the Original Issue Date set forth above, the LLC and the Company will enter
into
an LLC Swap Confirmation as described in the Basic Offering Memorandum dated
September 5, 2006.
(B).
Issuer Swap Agreement. On
the Original Issue Date set forth above, the Issuer and the Swap Counterparty
will enter into an LP Swap Confirmation as described in the Basic Memorandum
dated September 5, 2006.
Part
VI- General
Capitalized
terms not otherwise defined herein have the meaning set forth in the Purchase
Agreement. As used in this Terms Agreement, the term "Initial Purchaser" shall
mean each undersigned initial purchaser.
The
Applicable Time is 4:00 p.m. EDT on the date hereof.
Capitalized
terms used in Part III describing the Designated Preferred ULC Shares, the
Pledged ULC Dividends, the Issuer Collateral, the Designated Preferred LLC
Shares, the Pledged LLC Dividends and the ULC Collateral and in Part IV
describing the Secured Guarantee Collateral have the meaning set forth in the
Indenture and the applicable Series Indenture, and capitalized terms describing
the Designated Funding Agreement have the meaning set forth
therein.
Except
as expressly provided herein, the provisions of the Purchase Agreement,
including all representations and warranties provided therein, and the related
definitions (unless otherwise specified herein) are incorporated by reference
herein and shall be deemed to have the same force and effect as if set forth
in
full herein as of the date hereof.
Each
Initial Purchaser, severally and not jointly, represents and warrants, as of
the
date hereof and as of the Settlement Date, that such Initial Purchaser is a
Qualified Institutional Buyer and a Qualified Purchaser.
Each
undersigned Initial Purchaser hereby certifies that, as of the date hereof
and
as of the Settlement Date, such Initial Purchaser has anti-money laundering
policies and procedures in place in accordance with the requirements imposed
by
the Uniting and Strengthening America by Providing Appropriate Tools Required
to
Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), Pub. L, 107-56,
115 Stat. 380 (October 26, 2001), or any rules or regulations promulgated
thereunder, and has policies and procedures in place to comply with the Foreign
Assets Control Regulations issued by the Office of Foreign Assets Control of
the
United States Department of the Treasury (31 CFR Part 500), in each case to
the
extent applicable to such Initial Purchaser. Each undersigned Initial Purchaser
also certifies that, as of the date hereof and as of the Settlement Date, such
Initial Purchaser has implemented an anti-money laundering compliance program
pursuant to NASD Rule 3011.
***
SIGNATURE PAGES FOLLOW ***
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CITIGROUP
GLOBAL MARKETS INC.
By:
Name:
Title:
Date:
DEUTSCHE
BANK SECURITIES INC.
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
BANC
OF AMERICA SECURITIES LLC
By:
Name:
Title:
Date:
▇▇▇▇▇▇▇
LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED
By:
Name:
Title:
Date:
▇▇▇▇▇▇
▇▇▇▇▇▇▇ & CO. INCORPORATED
By:
Name:
Title:
Date:
CREDIT
SUISSE SECURITIES (USA) LLC
By:
Name:
Title:
Date:
RBC
CAPITAL MARKETS CORPORATION
By:
Name:
Title:
Date:
WACHOVIA
CAPITAL MARKETS, LLC
By:
Name:
Title:
Date:
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Acknowledged
and Accepted this 12th
day of September,
2006
SUN
LIFE FINANCIAL GLOBAL FUNDING III, L.P.
By:
________________________
Name:
Title:
By:
________________________
Name:
Title:
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Acknowledged
and Accepted (with respect to Part III and Part VI) this
12th
day of September,
2006
SUN
LIFE FINANCIAL GLOBAL FUNDING III, U.L.C.
By:
Name:
Title:
By:
________________________
Name:
Title:
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Acknowledged
and Accepted (with respect to Part III.B, Part IV, Part V.A and Part
VI)
this 12th
day of September,
2006
SUN
LIFE FINANCIAL GLOBAL FUNDING III, L.L.C.
By:
Name:
Title:
By:
________________________
Name:
Title:
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Acknowledged
and Accepted (with respect to Part IV, Part V.A and Part VI) this
12th
day of September,
2006
SUN
LIFE ASSURANCE COMPANY OF CANADA (U.S.)
By:
Name:
Title:
By:
________________________
Name:
Title:
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Schedule
I
Final
Termsheet