EXHIBIT 4.29
AGREEMENT AS TO EXPENSES AND LIABILITIES
AGREEMENT dated as of October 26, 2001, between The Hartford Financial
Services Group, Inc., a Delaware corporation ("Hartford"), and Hartford Capital
III, a Delaware business trust (the "Trust").
WHEREAS, the Trust intends to issue its Common Securities (the "Common
Securities") to and receive Debentures from Hartford and to issue and sell 7.45%
Trust Originated Preferred Securities (the "Preferred Securities") with such
powers, preferences and special rights and restrictions as are set forth in the
Amended and Restated Trust Agreement of the Trust dated as of October 26, 2001
as the same may be amended from time to time (the "Trust Agreement");
WHEREAS, Hartford will directly or indirectly own all of the Common
Securities of Trust and will issue the Debentures;
NOW, THEREFORE, in consideration of the purchase by each holder of the
Preferred Securities, which purchase Hartford hereby agrees shall benefit
Hartford and which purchase Hartford acknowledges will be made in reliance upon
the execution and delivery of this Agreement, Hartford and Trust hereby agree as
follows:
ARTICLE I
Section 1.1 Guarantee by Hartford.
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Subject to the terms and conditions hereof, Hartford hereby irrevocably
and unconditionally guarantees to each person or entity to whom the Trust is now
or hereafter becomes indebted or liable (the "Beneficiaries") the full payment,
when and as due, of any and all Obligations (as hereinafter defined) to such
Beneficiaries. As used herein, "Obligations" means any costs, expenses or
liabilities of the Trust, other than obligations of the Trust to pay to holders
of any Preferred Securities or other similar interests in the Trust the amounts
due such holders pursuant to the terms of the Preferred Securities or such other
similar interests, as the case may be. This Agreement is intended to be for the
benefit of, and to be enforceable by, all such Beneficiaries, whether or not
such Beneficiaries have received notice hereof.
Section 1.2. Term of Agreement.
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This Agreement shall terminate and be of no further force and effect
upon the later of (a) the date on which full payment has been made of all
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amounts payable to all holders of all the Preferred Securities (whether upon
redemption, liquidation, exchange or otherwise) and (b) the date on which there
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are no Beneficiaries remaining; provided, however, that this Agreement shall
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continue to be effective or shall be reinstated, as the
case may be, if at any time any holder of Preferred Securities or any
Beneficiary must restore payment of any sums paid under the Preferred
Securities, under any Obligation, under the Guarantee Agreement dated the date
hereof by Hartford and Wilmington Trust Company as guarantee trustee or under
this Agreement for any reason whatsoever. This Agreement is continuing,
irrevocable, unconditional and absolute.
Section 1.3. Waiver of Notice.
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Hartford hereby waives notice of acceptance of this Agreement and of
any Obligation to which it applies or may apply, and Hartford hereby waives
presentment, demand for payment, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.
Section 1.4. No Impairment.
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The obligations, covenants, agreements and duties of Hartford under
this Agreement shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:
(a) the extension of time for the payment by the Trust of all
or any portion of the Obligations or for the performance of any other
obligation under, arising out of, or in connection with, the
obligations;
(b) any failure, omission, delay or lack of diligence on the
part of the Beneficiaries to enforce, assert or exercise any right,
privilege, power or remedy conferred on the Beneficiaries with respect
to the Obligations or any action on the part of the Trust granting
indulgence or extension of any kind; or
(c) the voluntary or involuntary liquidation, dissolution,
sale of any collateral, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization, arrangement,
composition or readjustment of debt, or other similar proceedings
affecting the Trust or any of the assets of the Trust.
There shall be no obligation of the Beneficiaries to give notice to, or obtain
the consent of, Hartford with respect to the happening of any of the foregoing.
Section 1.5. Enforcement.
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A Beneficiary may enforce this Agreement directly against Hartford and
Hartford waives any right or remedy to require that any action be brought
against the Trust or any other person or entity before proceeding against
Hartford.
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ARTICLE II
Section 2.1. Binding Effect.
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All guarantees and agreements contained in this Agreement shall bind
the successors, assigns, receivers, trustees and representatives of Hartford and
shall inure to the benefit of the Beneficiaries.
Section 2.2. Amendment.
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So long as there remains any Beneficiary or any Preferred Securities of
any series are outstanding, this Agreement shall not be modified or amended in
any manner adverse to such Beneficiary or to the holders of the Preferred
Securities.
Section 2.3. Notices.
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Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering the same against receipt
therefor by facsimile transmission (confirmed by mail), telex or by registered
or certified mail, addressed as follows (and if so given, shall be deemed given
when mailed or upon receipt of an answer-back, if sent by telex):
Hartford Capital III
c/o Wilmington Trust Company
0000 X. Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Facsimile No.: (000) 000-0000
Attention: Corporate Trust Department
The Hartford Financial Services Group, Inc.
Hartford Plaza
Hartford, Connecticut
Facsimile No.: (000) 000-0000
Attention: Treasurer
Section 2.4. This agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of New York.
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THIS AGREEMENT is executed as of the day and year first above written.
THE HARTFORD FINANCIAL
SERVICES GROUP, INC.
By:/s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
HARTFORD CAPITAL III
By:/s/ J. XXXXXXX XXXXXXX
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Name: J. Xxxxxxx Xxxxxxx
Administrative Trustee
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