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THE HARTFORD
September 10, 2009
Hartford Life and Accident Insurance Company
Hartford Life and Annuity Insurance Company
Simsbury, Connecticut
Dear Sirs or Madams:
This letter shall serve as notice pursuant to Section 7 of that certain
Guarantee Agreement (the "Agreement") dated as of August 20, 1993 between
Hartford Life and Accident Insurance Company ("HLA") and Hartford Life and
Annuity Insurance Company ("XXX") that HLA is terminating its obligations under
the Agreement, as provided in Section 7, effective as of the close of business
30 days after the date of this termination notice. This termination is effective
only with respect to insurance contracts issued or assumed after the effective
date of termination: such termination does not affect HLA's continuing liability
with respect to all North Carolina insurance contracts issued or assumed prior
to the termination date.
Very truly yours,
Hartford Life and Accident Insurance Company
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Acknowledged,
Hartford Life and Annuity Insurance Company
By: /s/ Xxxxxx X. XxXxxxx, Xx.
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Name: Xxxxxx X. XxXxxxx, Xx.
Title: Senior Vice President
GUARANTEE AGREEMENT
Agreement between Hartford Life and Accident Insurance Company ("HLA") and ITT
Hartford Life and Annuity Insurance Company, its wholly owned subsidiary
("XXX"), effective as of August 20, 1993.
WITNESSETH:
WHEREAS, XXX is an indirect wholly owned subsidiary of HLA; and
WHEREAS, the North Carolina Insurance Department requires a guarantee from the
parent of XXX as a condition to allowing XXX to write variable contracts,
without limit, in North Carolina; and
WHEREAS, HLA is willing to guarantee the capacity of XXX to pay legitimate
insurance contract claims and benefits under all its North Carolina insurance
contracts;
WHEREAS, the corporate interests of HLA, the ultimate parent of XXX, will be
enhanced by extending such a guarantee.
NOW, THEREFORE, the parties agree as follows:
SECTION 1.
GUARANTEE
In consideration of the foregoing and for other valuable consideration, the
receipt of which is hereby acknowledged, HLA unconditionally guarantees to XXX
on behalf of and for the benefit of XXX and owners of North Carolina insurance
contracts issued or assumed by XXX during the term of this Agreement, it will,
on demand, make funds available in cash to XXX for the timely payment of
contractual claims and benefits under such insurance contracts. This Agreement
is not, and nothing herein contained or done pursuant thereto by HLA shall be
deemed to constitute, a direct or indirect guarantee by HLA of the payment of
any debt or other obligation, indebtedness or liability, of any kind or
character whatsoever, of XXX, except as provided in this Section 1.
SECTION 2.
OBLIGATIONS UNCONDITIONAL
The obligations of HLA under this Guarantee 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 Guarantee that the obligations
of HLA hereunder shall be absolute and unconditional under any circumstances and
shall not be discharged except by payment.
HLA hereby expressly waives diligence, presentment, notice of acceptance and any
requirement that XXX exhaust any right, power or remedy or proceed against any
obligor.
SECTION 3.
SUBROGATION
HLA 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 them of this Guarantee,
whether by subrogation or otherwise, against XXX.
SECTION 4.
REMEDIES
XXX agrees that as to it on the one hand, and contract owners on the other hand,
the obligations of XXX 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 XXX and that, in the event
of any such declaration, such
obligations (whether or not due and payable by XXX) shall forthwith become due
and payable by HLA for purposes of this Guarantee.
SECTION 5.
NO WAIVER
No failure on the part of XXX 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 Guarantee is a continuing guarantee and subject to the provision of Section
8 hereof (i) shall apply to all North Carolina insurance contracts issued or
assumed by XXX 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 HLA, its successors and assigns, and (iv) shall inure to
the benefit of, and be enforceable by, XXX, their successors and assigns.
SECTION 7.
AMENDMENT, MODIFICATION OR TERMINATION
This Guarantee may not be amended or modified, provided, however, HLA may
terminate its obligations hereunder by giving written notice of such termination
to XXX at least thirty (30) days prior to such termination (the "Termination
Date"). Such termination shall not affect HLA's continuing liability with
respect to all North Carolina insurance contracts issued or assumed prior to the
Termination Date.
SECTION 8.
GOVERNING LAW
This Guarantee 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 Guarantee may be executed in any number of counterparts and each of such
counterparts shall for any purposes be deemed to be an original; and all such
counterparts shall together constitute but one and the same Guarantee.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement.
HARTFORD LIFE AND ACCIDENT
INSURANCE COMPANY
DATE: 8/13/93 BY: /s/ Xxxxxxx Xxxxxx
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ITS: Secretary
ITT HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
DATE: 8/13/93 BY: /s/ Xxxxxxx Xxxxxx
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ITS: Secretary
