THE HARTFORD FINANCIAL SERVICES GROUP, INC.
AND
JPMORGAN CHASE BANK
AS TRUSTEE
-------------------------
SUPPLEMENTAL INDENTURE NO. 2
DATED AS OF SEPTEMBER 13, 2002
------------------------
THIS SUPPLEMENTAL INDENTURE No. 2, dated as of September [13], 2002, is
between THE HARTFORD FINANCIAL SERVICES GROUP, a Delaware corporation (formerly
known as ITT Hartford Group, Inc.) (the "COMPANY"), and JPMORGAN CHASE BANK
(formerly known as 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, (the "BASE 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 Indenture provides for the Company and
the Trustee to enter into an indenture supplemental to the Indenture to
establish the form or terms of Securities of any series as permitted by Sections
201 or 301;
WHEREAS, pursuant to Section 301, the Company wishes to provide for the
issuance of a new series of Securities to be known as its __% Senior s 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. 2 (the "SUPPLEMENTAL INDENTURE NO. 2" and together
with the Base Indenture, the "INDENTURE");
WHEREAS, the Company has requested that the Trustee execute and deliver
this Supplemental Indenture No. 2 and all requirements necessary to make this
Supplemental Indenture No. 2 a valid, binding and enforceable instrument in
accordance with its terms, and to make the Senior Notes, when executed,
authenticated and delivered by the Company, the valid, binding and enforceable
obligations of the Company, have been done and performed, and the execution and
delivery of this Supplemental Indenture No. 2 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 Indenture. This Supplemental Indenture No. 2
constitutes an integral part of the 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, the Purchase
Agreement, the Pledge Agreement or the Remarketing Agreement;
(b) a term defined anywhere in this Supplemental
Indenture No. 2 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 by the Company of a written
opinion from the Company's independent auditors to the effect that, as a result
of a change in accounting rules after the date of original issuance of the
Senior Notes, the Company must either (a) account for the Purchase Contracts as
a derivative under SFAS 133 or (b) account for the Equity Units using the
if-converted method under SFAS 128, and that such accounting treatment will
cease to apply upon redemption of the Senior Notes.
"ACCOUNTING EVENT REDEMPTION" shall mean that an Accounting Event has
occurred and is continuing and the Senior Notes have been called for redemption.
"COUPON RATE" shall have the meaning set forth in Section 2.05.
"INTEREST PAYMENT DATE" shall have the meaning set forth in Section
2.05.
"GLOBAL NOTES" shall have the meaning set forth in Section 2.04.
"MATURITY DATE" shall have the meaning specified in Section 2.02.
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"PLEDGE AGREEMENT" means the Pledge Agreement dated as of September ,
2002 among the Company, , as Collateral Agent, Custodial Agent and
securities intermediary, and , as purchase contract agent and
attorney-in-fact for the holders of the Purchase Contracts.
"PURCHASE AGREEMENT" means the Purchase Contract Agreement, dated as of
September 13, 2002, between the Company and , as purchase contract
agent.
"PURCHASE CONTRACT SETTLEMENT DATE" means November 16, 2006.
"PUT PRICE" shall have the meaning set forth in Section 2.07.
"PUT RIGHT" shall have the meaning set forth in Section 2.07.
"REDEMPTION AMOUNT" shall mean, for each Senior Note, prior to the
earlier of (1) the date of a Successful Remarketing or (2) the Purchase Contract
Settlement Date, the product of the principal amount of that Senior Note and a
fraction whose numerator is the Treasury Portfolio Purchase Price and whose
denominator is the aggregate principal amount of the Senior Notes included in
Equity Units on the Special Event Redemption Date, and after the earlier of (1)
the date of a Successful Remarketing or (2) the Purchase Contract Settlement
Date, the principal amount of such Senior Note.
"REDEMPTION PRICE" shall mean, for each Senior Note, the Redemption
Amount plus any accrued and unpaid interest on such Senior Note to the date of
redemption.
"REGULAR RECORD DATE" means, with respect to any Interest Payment Date
for the Senior Notes, the close of business on the Business Day immediately
preceding such Interest Payment Date.
"REMARKETING AGENT" means . or any successor thereto or
replacement Remarketing Agent under the Remarketing Agreement.
"REMARKETING AGREEMENT" means the Remarketing Agreement, dated as of
September 13, 2002, among the Company, , as Remarketing Agent and
, as Purchase Contract Agent and attorney-in-fact for the holders of the
Equity Units.
"RESET EFFECTIVE DATE" means the date three Business Days following any
Remarketing Date, unless such remarketing results in a Failed Remarketing.
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"RESET RATE" means the interest rate per annum on the Senior Notes (i)
in the case of a Successful Remarketing on the Initial Remarketing Date, the
Second Remarketing Date or the Third Remarketing Date, as the rate determined by
the Remarketing Agent as necessary to remarket the Senior Notes at a price per
Senior Note such that the aggregate price for the Senior Notes remarketed is
equal to approximately 100.50% but not less than 100% of the sum of the Treasury
Portfolio Purchase Price, (ii) in the case of a Successful Remarketing on the
Final Remarketing Date, as the rate necessary to remarket the Senior Notes at a
price per Senior Note such that the aggregate price for the Senior Notes
remarketed is equal to approximately 100.50%, but not less than 100%, of the
aggregate principal amount of the Senior Notes remarketed, or (iii) if there are
no Equity Units outstanding and none of the Holders elect to have Separate Notes
held by them remarketed, the Reset Rate shall be the rate determined by the
Remarketing Agent, subject to the terms of the Remarketing Agreement, as the
rate that would have been established had a remarketing been held on the Initial
Remarketing Date.
"SPECIAL EVENT" shall mean either a Tax Event or an Accounting Event.
"SPECIAL EVENT REDEMPTION DATE" shall have the meaning set forth in
Section 3.01.
"TAX EVENT" means the receipt by the Company of an opinion of counsel,
rendered by a law firm having a recognized national law practice, 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, 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 of issuance of Senior Notes, 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.
"TAX EVENT REDEMPTION" shall mean that a Tax Event has occurred and is
continuing and the Senior Notes have been called for redemption.
"TREASURY PORTFOLIO" means (1) in connection with the Initial
Remarketing, the Second Remarketing or the Third Remarketing, a portfolio of
zero-coupon U.S. treasury securities consisting of (a) U.S. treasury securities
or principal or interest strips thereof that mature on November 15, 2006, in an
aggregate amount equal to the aggregate principal amount of the Senior Notes
included in the Corporate Units and (b) U.S. treasury securities or principal or
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interest strips thereof that mature on November 16, 2006 in an aggregate amount
equal to the aggregate interest payment that would be due on the aggregate
principal amount of the Senior Notes included in the Corporate Units on the
Purchase Contract Settlement Date if the applicable Coupon Rate on the Senior
Notes were not reset to the Reset Rate as described in Section 5.02 of the
Purchase Agreement and (2) in connection with a Special Event, a portfolio of
zero-coupon U.S. treasury securities consisting of (i) U.S. treasury securities
or principal or interest strips thereof that mature on or prior to November 15,
2006 in an aggregate amount at maturity equal to the aggregate principal amount
of the Senior Notes included in the Corporate Units and (ii) with respect to
each scheduled interest payment date on the Senior Notes that occurs after the
Special Event Redemption Date and on or before 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 interest
payment date in an aggregate amount equal to the aggregate interest payment that
would be due on the aggregate principal amount of the Senior Notes included in
the Corporate Units on such date if the interest rate of the Senior Notes was
not reset.
"TREASURY PORTFOLIO PURCHASE PRICE" means the lowest aggregate price
quoted by a primary U.S. government securities dealer in New York city to the
Quotation Agent in the case of a Special Event Redemption prior to the Purchase
Contract Settlement Date, 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.
"QUOTATION AGENT" means(1) [Xxxxxx Xxxxxxx & Co. Incorporated] and its
respective successors, provided that if [Xxxxxx Xxxxxxx & Co. Incorporated]
ceases to be a primary treasury dealer, the Company will substitute another
primary treasury dealer therefor, or (2) any other primary treasury dealer
selected by the Company
The terms "COMPANY," "TRUSTEE," "INDENTURE," "BASE INDENTURE,"
"SECURITIES," and "SENIOR NOTES" shall have the respective meanings set forth in
the recitals to this Supplemental Indenture No. 2 and the paragraph preceding
such recitals.
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 % Senior Notes due 2008
limited in aggregate principal amount to $300,000,000 (or up to $330,000,000
to the
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extent that the Underwriters' over-allotment option is exercised). 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. The date upon which the Senior Notes shall
become due and payable at final maturity, together with any accrued and unpaid
interest, is November 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 premium, if any, 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.
The Security Registrar and Paying Agent for the Senior Notes shall
initially be the Trustee.
The Senior Notes shall be issuable in denominations of $50 and integral
multiples of $50 in excess thereof.
Section 2.04. Global Notes. Senior Notes which are released from the
Collateral Account will be issued in permanent global form (a "GLOBAL NOTE"),
and if issued as one or more Global 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 Note is exchanged
for Senior Notes in registered form, Global Notes may be transferred, in whole
but not in part, 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 % per year (the "COUPON RATE") from the original date
of issuance through and including the day immediately preceding the Reset
Effective Date and at the Reset Rate thereafter until the principal thereof is
paid or duly made available for payment and shall bear interest, to the extent
permitted by law, compounded quarterly, on any overdue principal and premium, if
any, and on any
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overdue installment of interest at the Coupon Rate through and including the day
immediately preceding the Reset Effective Date and at the Reset Rate thereafter,
payable quarterly in arrears on February 16, May 16, August 16 and November 16
of each year (each, an "INTEREST PAYMENT DATE"), commencing on November 16,
2002, to the Person in whose name such Senior Note, or any predecessor Senior
Note, is registered at the close of business on the Regular Record Date for such
interest installment, but excluding November 16, 2008.
(b) 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 date on which interest
is payable on the Senior Notes is not a Business Day, then payment of interest
payable on such 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.
Section 2.06. No Defeasance. The provisions of Section 403 of the Base
Indenture shall not apply to the Senior Notes.
Section 2.07. Put Right. If there has not been a Successful Remarketing
prior to the Purchase Contract Settlement Date, the holders of the Senior Notes
will have the right to require the Company to purchase their Senior Notes (the
"PUT RIGHT") for a purchase price equal to the principal amount thereof plus
accrued and unpaid interest (the "PUT PRICE") on December 31, 2006 by written
notice to the Trustee five Business Days prior to such date.
Section 2.08. Event of Default. In addition to those events listed as
Events of Default in Section 501 of the Base Indenture, it shall be an Event of
Default with respect to the Senior Notes, if the Company defaults in the payment
of the Put Price of any Senior Note following the exercise of the Put Right by
any Holder of Senior Notes.
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) at any time at a price per Senior Note equal to the
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Redemption Price. Installments of interest on Senior Notes which are due and
payable on or prior to the date of redemption (the "SPECIAL EVENT REDEMPTION
DATE") will be payable to the Holders of the Senior Notes registered as such at
the close of business on the relevant Regular Record Date. If, following the
occurrence of a Special Event prior to the Purchase Contract Settlement Date,
the Company exercises its option to redeem the Senior Notes, the Company shall
appoint the Quotation Agent to assist the Collateral Agent in purchasing the
Treasury Portfolio, in consultation with the Company. Notice of any 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. Unless the
Company defaults in payment of the Redemption Price, on and after the Special
Event Redemption Date interest shall cease to accrue on the Senior Notes.
Following notice of 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 For Senior Notes. Payment of the
Redemption Price to each Holder of Senior Notes shall be made by the Company, no
later than 12:00 noon, New York City time, on the Special Event Redemption Date,
by check or wire transfer in immediately available funds at such place and to
such account as may be designated by each such Holder of Senior Notes, in the
case of Separate Notes, or to the Collateral Agent, in the case of Senior Notes
which are components of the Corporate Units. The Collateral Agent shall apply
the Redemption Price for any Senior Notes held in the Collateral Account to the
purchase of the Treasury Portfolio and remit the remainder of the Redemption
Price, if any, to the Purchase Contract Agent for payment to holders of the
Corporate Units. Thereafter, the applicable ownership interest of the Treasury
Portfolio will be substituted for the Senior Notes and will be pledged to the
Collateral Agent to secure the Corporate Unit holders' obligations to purchase
shares of Common Stock of the Company under the Purchase Contract. If the
Trustee or Collateral Agent, as the case may be, holds immediately available
funds sufficient to pay the Redemption Price of the Senior Notes, then, on such
Special Event Redemption Date, such Senior Notes will cease to be outstanding
and interest thereon will cease to accrue, whether or not such Senior Notes have
been received by the Company, and all other rights of the Holder in respect of
the Senior Notes shall terminate and lapse (other than the right to receive the
Redemption Price upon delivery of such Senior Notes but without interest on such
Redemption Price).
Section 3.03. No Sinking Fund. The Senior Notes are not entitled to the
benefit of any sinking fund.
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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 $300,000,000 (or up to $330,000,000 to the extent
that the Underwriters' over-allotment option is exercised) may from time to
time, upon execution of this Supplemental Indenture No. 2, 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. 2, is in all respects ratified and confirmed,
and this Supplemental Indenture No. 2 shall be deemed part of the Indenture in
the manner and to the extent herein and therein provided.
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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. 2.
Section 7.03. New York Law To Govern. THIS SUPPLEMENTAL INDENTURE NO. 2
AND EACH SENIOR NOTE SHALL BE DEEMED TO BE NEW YORK CONTRACTS, AND FOR ALL
PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID
STATE.
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. 2 or of
the Senior Notes, but this Supplemental Indenture No. 2 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) 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
Holders or Depositary Participants holding Separate Notes, Corporate Units and
Treasury Units of the procedures to be followed in the applicable Remarketing.
(b) Each Holder of Separate Notes may elect to have Senior Notes held
by such Holder remarketed in any Remarketing. A Holder making such an election
must, pursuant to the Pledge Agreement, notify the Collateral Agent and deliver
such Senior Notes to the Collateral 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 for the Senior
Notes immediately preceding the applicable Remarketing Date). Any such notice
and delivery may not be conditioned upon the level at which the Reset
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Rate is established in the Remarketing. Any such notice and delivery may be
withdrawn prior to 11.00 A.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 fourth 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 Notes to be tendered for remarketing and
shall cause such Separate Notes to be presented to the Remarketing Agent. Under
Section 5.02 of the Purchase Agreement, Senior Notes that constitute components
of Corporate Units will be deemed tendered for remarketing and will be
remarketed as provided therein and in the Remarketing Agreement.
(c) The right of each Holder to have Senior Notes (including any
Separate Notes) that have been tendered for purchase in any remarketing
purchased shall be limited to the extent that (i) the Remarketing Agent conducts
a remarketing pursuant to the terms of the Remarketing Agreement, (ii) the
Senior Notes have not been called for redemption, (iii) there is a Successful
Remarketing, and (iv) the purchaser or purchasers deliver the purchase price
therefor to the Remarketing Agent as and when required.
(d) 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, at a price per Senior Note such that the
aggregate price for the Senior Notes remarketed is equal to at least 100.50% but
not less than 100% of the Treasury Portfolio Purchase Price. If the Remarketing
Agent has determined that it will be able to remarket all such Senior Notes
prior to 4:00 p.m., New York City time, on the Initial Remarketing Date, it
shall, pursuant and subject to the terms of the Remarketing Agreement, determine
the Reset Rate.
(e) Pursuant to the Remarketing Agreement, on the Initial Remarketing
Date, the Remarketing Agent shall advise the Collateral Agent, the Purchase
Contract Agent, the Company and the Trustee of whether there was a Successful
Remarketing or a Failed Initial Remarketing, and, in the case of a Successful
Remarketing, of the Reset Rate determined pursuant thereto.
(f) If there was a Failed Initial Remarketing, on the Second
Remarketing Date, the Remarketing Agent shall, pursuant and subject to the terms
of the Remarketing Agreement, use its reasonable efforts to remarket, at a price
per Senior Note such that the aggregate price for the Senior Notes remarketed is
equal to at least 100.50% but not less than 100% of the Treasury Portfolio
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Purchase Price. If the Remarketing Agent has determined that it will be able to
remarket all such Senior Notes prior to 4:00 p.m., New York City time, on the
Second Remarketing Date, it shall, pursuant and subject to the terms of the
Remarketing Agreement, determine the Reset Rate.
(g) Pursuant to the Remarketing Agreement, on the Second Remarketing
Date, the Remarketing Agent shall advise the Collateral Agent, the Purchase
Contract Agent, the Company and the Trustee of whether there was a Successful
Remarketing or a Failed Second Remarketing, and, in the case of a Successful
Remarketing, of the Reset Rate determined pursuant thereto.
(h) If there was a Failed Second Remarketing, on the Third Remarketing
Date, the Remarketing Agent shall, pursuant and subject to the terms of the
Remarketing Agreement, use its reasonable efforts to remarket, at a price per
Senior Note such that the aggregate price for the Senior Notes remarketed is
equal to at least 100.50% but not less than 100% of the Treasury Portfolio
Purchase Price. If the Remarketing Agent has determined that it will be able to
remarket all such Senior Notes prior to 4:00 p.m., New York City time, on the
Third Remarketing Date, it shall, pursuant and subject to the terms of the
Remarketing Agreement, determine the Reset Rate.
(i) Pursuant to the Remarketing Agreement, on the Third Remarketing
Date, the Remarketing Agent shall advise the Collateral Agent, the Purchase
Contract Agent, the Company and the Trustee of whether there was a Successful
Remarketing or a Failed Third Remarketing, and, in the case of a Successful
Remarketing, of the Reset Rate determined pursuant thereto.
(j) If there has not been a Successful Remarketing prior to the Final
Remarketing Date, on the Final Remarketing Date, the Remarketing Agent shall,
pursuant and subject to the terms of the Remarketing Agreement, use its
reasonable efforts to remarket, at a price per Senior Note such that the
aggregate price for the Senior Notes remarketed is equal to approximately
100.50%, but not less than 100%, of the aggregate principal amount of the Senior
Notes remarketed, Senior Notes tendered or deemed tendered for remarketing. If
the Remarketing Agent has determined that it will be able to remarket all such
Senior Notes prior to 4:00 p.m., New York City time, on the Final Remarketing
Date, it shall, pursuant and subject to the terms of the Remarketing Agreement,
determine the Reset Rate.
(k) Pursuant to the Remarketing Agreement, on the Final Remarketing
Date, the Remarketing Agent shall advise the Collateral Agent, the Purchase
Contract Agent, the Company and the Trustee of whether there was a Successful
Remarketing or a Failed Final Remarketing, and, in the case of a Successful
Remarketing, of the Reset Rate determined pursuant thereto.
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(l) In the event of a Failed Final Remarketing, the interest rate on
the Senior Notes shall not be reset and the Remarketing Agent shall return the
Senior Notes to the Collateral Agent or the Custodial Agent, as the case may be,
and the Remarketing Agent shall advise the Collateral Agent, the Purchase
Contract Agent, the Company and the Trustee of the Failed Final Remarketing.
(m) In accordance with the Depositary's normal procedures, on the third
Business Day following the date of a Successful Remarketing, the transactions
described above with respect to each Senior Note tendered for purchase and sold
in such Successful Remarketing shall be executed through the Depositary, and the
accounts of the respective Depositary Participants shall be debited and credited
and such Senior Notes delivered by book entry as necessary to effect purchases
and sales of such Senior Notes. The Depositary shall make payment in accordance
with its normal procedures.
(n) If any Holder selling Senior Notes in a Remarketing fails to
deliver such Senior Notes, the Depositary Participant of such selling Holder may
deliver to any such other Person that was to have purchased Senior Notes in a
Remarketing an aggregate principal amount of Senior Notes that is less than the
aggregate principal amount of Senior Notes that otherwise was to be purchased by
such Person. In such event, the aggregate principal amount of Senior Notes to be
so delivered shall be determined by such Depositary Participant, and delivery of
such lesser aggregate principal amount of Senior Notes shall constitute good
delivery.
(o) The Remarketing Agent is not obligated to purchase any Senior Notes
in any Remarketing or otherwise. 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.
(p) The tender and settlement procedures set forth in this Section
8.01, including provisions for payment by purchasers of Senior Notes in a
Successful Remarketing, shall be subject to modification, notwithstanding any
provision to the contrary set forth herein, to the extent required by the
Depositary or if the book-entry system is no longer available for the Senior
Notes at the time of a Successful Remarketing, to facilitate the tendering and
remarketing of Senior Notes in certificated form. In addition, the Remarketing
Agent may, notwithstanding any provision to the contrary set forth herein,
modify the settlement procedures set forth herein in order to facilitate the
settlement process.
(q) Anything herein to the contrary notwithstanding, the Reset Rate
shall in no event exceed the maximum rate permitted by applicable law and, as
provided in the Remarketing Agreement, the Remarketing Agent shall have no
obligation to determine whether there is any limitation under applicable law on
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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.
(r) In the event of a Successful Remarketing, the Company shall cause a
notice of the Reset Rate 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. In the event of a Failed Final Remarketing, the Company
shall cause a notice of such Failed Final 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.
(s) If there are no Corporate Units outstanding on any Remarketing Date
and none of the Holders elect to have Separate Notes held by them remarketed,
the Reset Rate shall be the rate determined by the Remarketing Agent, subject to
the terms of the Remarketing Agreement, as the rate that would have been
established had a remarketing been held on such Remarketing Date.
ARTICLE 9
TAX TREATMENT
Section 9.01. Tax Treatment. The Company agrees, and by acceptance of a
beneficial ownership interest in the Senior Notes, each beneficial holder of
Senior Notes 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
Corporate Unit as the acquisition of the Senior Note and the Purchase Contract
constituting the Corporate Units, (2) to treat the Senior Notes as indebtedness
that is subject to Treas. Reg. Sec. 1.1275-4 (the "Contingent Payment
Regulations") for United States federal income tax purposes and (3) to be bound
by the Company's determination of the "comparable yield" and "projected payment
schedule," within the meaning of the Contingent Payment Regulations, with
respect to the Senior Notes for United States federal income tax purposes. A
Holder of Senior Notes may obtain the amount of original issue discount, issue
date, yield to maturity, comparable yield and projected payment schedule 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.
14
THIS SUPPLEMENTAL INDENTURE NO. 2 SHALL BE DEEMED TO BE A CONTRACT 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.
15
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 2 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:
Title:
Attest:
---------------------------
---------------------------
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.
% Senior Notes due November 16, 2008 No.
------ ------
$300,000,000 CUSIP No.
------
THE HARTFORD 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 Three Hundred Million
Dollars ($300,000,000) on November 16, 2008 (such date is
hereinafter referred to as the "MATURITY DATE"), and to pay interest thereon
from September , 2002 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 15 and November 16 of each year, commencing November 16,
2002, at the rate of % per annum through and including the day immediately
preceding the Reset Effective Date and at the Reset Date, 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 % per annum on any overdue principal or
premium and on any overdue installment of interest through and including the day
immediately preceding the Reset Effective Date and at the Reset Rate hereafter.
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 Regular
Record Date for such interest, which shall be the Business Day, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either 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 a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed
and, upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment of the principal of (and premium, if any) and interest on this Senior
Note will be made at the office or agency of the Company maintained for that
purpose in The City of New York, 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 at the option of the Company payment of
interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Securities Register.
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.
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:
---------------------------------------
J. Xxxxxxx Xxxxxxx
Senior Vice President and Treasurer
Attest:
By:
-------------------------
Xxxxxxx X' Xxxxxxxx
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Senior Notes referred to in the within mentioned Indenture.
Dated:
--------------
JPMORGAN CHASE BANK,
as Trustee
By:
-------------------------
Authorized Officer
FORM OF REVERSE OF SECURITY
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 (as amended
and supplemented, the "Base Indenture"), 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 under
the Indenture), as supplemented by a Supplemental Indenture No. 2 (the
"Supplemental Indenture No. 2") between the Company and the Trustee (the Base
Indenture as so supplemented, 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
$330,000,000.
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) at any
time price 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.
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 of each series to be
affected under the Indenture 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 to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Senior Notes of each series at the time Outstanding, on behalf of the
Holders of all Senior Notes of such series, 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 premium, if any) 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
premium, if any) 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 $50 and any integral multiple thereof. 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 beneficial ownership interest
in the Senior Notes, each beneficial holder of Senior Notes 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 Corporate Unit as the acquisition of
the Senior Note and the Purchase Contract constituting the Corporate Unit, (2)
to treat the Senior Notes as indebtedness that is subject to Treas. Reg. Sec.
1.1275-4 (the "Contingent Payment Regulations") for United States federal income
tax purposes and (3) to be bound by the Company's determination of the
"comparable yield" and "projected payment schedule," within the meaning of the
Contingent Payment Regulations, with respect to the Senior Notes for United
States federal income tax purposes. A Holder of Senior Notes may obtain the
amount of original issue discount, issue date, yield to maturity, comparable
yield and projected payment schedule 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.
R-1
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Senior Note to:
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(Insert assignee's social security or tax identification number)
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(Insert address and zip code of assignee)
and irrevocably appoints
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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 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:
--------------------------------
as Trustee
By:
----------------------------
Name
Title:
Attest:
By:
---------------------
Name
Title:
[TO BE ATTACHED TO GLOBAL NOTES]
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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