GUARANTY AGREEMENT
This Agreement is dated as of May 23, 1997, by and between Hartford Life
Insurance Company ("Hartford Life") and ITT Hartford Life and Annuity Insurance
Company ("IHLA").
WITNESSETH:
WHEREAS, IHLA is a wholly owned subsidiary of Hartford Life; and
WHEREAS, IHLA desires to provide an increased level of security to potential
purchasers of its products; and
WHEREAS, Hartford Life is willing to guarantee the capacity of IHLA to pay
legitimate life, accident and health insurance and annuity contractual claims;
and
WHEREAS, the corporate interests of Hartford Life will be enhanced by extending
such a guaranty.
NOW, THEREFORE, the parties agree as follows:
SECTION 1
GUARANTY
In consideration of the foregoing and for other valuable consideration, the
receipt of which is hereby acknowledged, Hartford Life unconditionally
guarantees to IHLA on behalf of and for the benefit of IHLA and owners of life,
accident and health insurance and annuity contracts issued by IHLA during the
term of this Agreement that it will, on demand, make funds available in cash to
IHLA for the timely payment of contractual claims made under such life, accident
and health insurance and annuity contracts. This Agreement is not, and nothing
herein contained or done pursuant hereto by Hartford Life shall be deemed to
constitute, a direct or indirect guaranty by Hartford Life of the payment of any
debt or other obligation, indebtedness or liability, of any kind or character
whatsoever, of IHLA, except as provided in this Section 1.
SECTION 2
OBLIGATIONS UNCONDITIONAL
The obligations of Hartford Life under this Guaranty are unconditional to the
fullest extent permitted by applicable law, irrespective of any other
circumstance whatsoever which might otherwise constitute a legal or equitable
discharge of a surety or guarantor, it being the intent of this Guaranty that
the obligations of Hartford Life hereunder shall be absolute and unconditional
under any circumstances and shall not be discharged except by payment. Hartford
Life hereby expressly waives diligence, presentment, notice of acceptance and
any requirement that IHLA exhaust any right, power or remedy or proceed against
any obligor.
SECTION 3
SUBROGATION
Hartford Life hereby unconditionally agrees that until the payment and
satisfaction in full of any contract payments guaranteed hereby, it shall not
exercise any right or remedy arising by reason of any performance by it of this
Guaranty, whether by subrogation or otherwise, against IHLA.
1
SECTION 4
REMEDIES
Hartford Life agrees that as to it on the one hand, and contract owners on the
other hand, the obligations of IHLA guaranteed hereunder may be declared to be
forthwith due and payable at the maturity dates as provided in the contracts
notwithstanding any stay provided for by the Federal Bankruptcy Code (or any
successor legislation), preventing such declaration as against IHLA and that, in
the event of any such declaration, such obligations (whether or not due and
payable by IHLA) shall forthwith become due and payable by Hartford Life for
purposes of this Guarantee.
SECTION 5
NO WAIVER
No failure on the part of IHLA to exercise, no delay in exercising, and no
course of dealing with respect to, any right or remedy hereunder will operate as
a waiver thereof, nor will any single or partial exercise of any right or remedy
hereunder preclude any other further exercise thereof or the exercise of any
other right or remedy.
SECTION 6
CONTINUING EFFECT: ASSIGNMENT
This Guaranty is a continuing guaranty and subject to the provisions of Section
8 hereof (i) shall apply to all life, accident and health insurance and annuity
contracts issued by IHLA during the term of this Agreement, (ii) shall remain in
full force and effect until payment in full of such contractual liabilities,
(iii) shall be binding upon Hartford Life, its successors and assigns, and (iv)
shall inure to the benefit of, and be enforceable by, IHLA, its successors and
assigns.
SECTION 7
AMENDMENT, MODIFICATION OR TERMINATION
This Guaranty may not be amended or modified provided, however, Hartford Life
may terminate its obligations hereunder by giving written notice of such
termination to IHLA, at least thirty (30) days prior to such termination (the
"Termination Date"). Such termination shall not affect Hartford Life's
continuing liability with respect to all life, accident and health insurance and
annuity contracts issued prior to the Termination Date.
SECTION 8
GOVERNING LAW
This Guaranty is a guarantee of payment and not of collection, and shall be
governed by and construed in accordance with the law of the State of
Connecticut.
SECTION 9
COUNTERPARTS
This Guaranty may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original; and all such
counterparts shall together constitute but one and the same Guaranty.
2
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement as of the day and year first above written.
HARTFORD LIFE INSURANCE COMPANY
By /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxx X. Xxxxx
Its: Senior Vice President
ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
By /s/ Xxxxx Xxxxxx
-----------------------------------
Xxxxx Xxxxxx
Its: Senior Vice President, Corporate
Secretary and General Counsel
3
