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EXHIBIT 4.3.5
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SUPPLEMENTAL PLEDGE AGREEMENT
DATED AS OF OCTOBER 29, 1999
AMONG
THE ALLSTATE CORPORATION,
A.P.L. ACQUISITION CORPORATION,
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION,
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
AND
THE CHASE MANHATTAN BANK
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TABLE OF CONTENTS
PAGE
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ARTICLE I
DEFINITIONS
SECTION 1.1. DEFINITION OF TERMS......................................... 2
ARTICLE II
CONCERNING THE MERGER
SECTION 2.1. ASSUMPTION OF OBLIGATIONS................................... 2
SECTION 2.2. ALLSTATE AS A CO-OBLIGOR.................................... 2
SECTION 2.3. ACCEPTANCE BY PURCHASE CONTRACT AGENT AND
COLLATERAL AGENT............................................ 3
ARTICLE III
MISCELLANEOUS
SECTION 3.1. RATIFICATION OF SUPPLEMENTED PLEDGE AGREEMENT............... 3
SECTION 3.2. GOVERNING LAW............................................... 3
SECTION 3.3. SEPARABILITY................................................ 3
SECTION 3.4. COUNTERPARTS................................................ 4
SECTION 3.5. EFFECTIVENESS............................................... 4
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SUPPLEMENTAL PLEDGE AGREEMENT, dated as of October 29, 1999 (the
"Supplemental Agreement") among The Allstate Corporation, a Delaware corporation
("Allstate"), A.P.L. Acquisition Corporation, a wholly-owned subsidiary of
Allstate and a Delaware corporation ("Merger Sub"), American Heritage Life
Investment Corporation, a Florida corporation ("AHLIC"), The Chase Manhattan
Bank, a New York banking corporation, not individually but solely as "Collateral
Agent" and "Securities Intermediary," as those terms are defined in the Pledge
Agreement among AHLIC, The Chase Manhattan Bank and The First National Bank of
Chicago, dated as of June 27, 1997 (the "Pledge Agreement"), and Bank One Trust
Company (successor in interest to the First National Bank of Chicago, a national
banking association), not individually but solely as the "Purchase Contract
Agent," as that term is defined in the Pledge Agreement.
WHEREAS, AHLIC, the Purchase Contract Agent and the Collateral Agent and
Securities Intermediary entered into the Pledge Agreement to, among other
things, authorize the pledge of the Preferred Securities by the Purchase
Contract Agent and provide for the undertaking of certain obligations by AHLIC;
WHEREAS, AHLIC intends to consummate a transaction involving the merger
(the "Merger") of AHLIC with and into Merger Sub, pursuant to the Agreement and
Plan of Merger and Reorganization among Allstate, Merger Sub and AHLIC dated as
of July 8, 1999 (the "Merger Agreement");
WHEREAS, Section 9.1 of the Pledge Agreement authorizes AHLIC, the Purchase
Contract Agent and the Collateral Agent to enter into an amendment without the
consent of any Holders, to, among other things, evidence the succession of
another Person to AHLIC, and the assumption by any such successor of the
covenants of AHLIC, as well as to make changes that do not adversely affect the
interests of the Holders;
WHEREAS, AHLIC has furnished the Trustee with an Opinion of Counsel stating
that the Merger and this Supplemental Agreement (together with the Pledge
Agreement, the "Supplemented Pledge Agreement") comply with the Pledge Agreement
and that all conditions precedent in the Pledge Agreement provided for relating
to the Merger have been met; and
WHEREAS, pursuant to Section 9.3 of the Pledge Agreement, in signing this
Supplemental Agreement the Collateral Agent and the Purchase Contract Agent
shall be fully protected in relying upon an Opinion of Counsel stating that this
Supplemental Agreement is authorized or permitted by the Pledge Agreement.
NOW THEREFORE, in consideration of the premises Allstate, Merger Sub and
AHLIC covenant and agree with the Purchase Contract Agent and the Collateral
Agent and Securities Intermediary as follows:
ARTICLE I
DEFINITION
SECTION 1.1. DEFINITION OF TERMS.
Unless the context otherwise requires:
(a) a term defined in the Pledge Agreement has the same meaning when used
in this Supplemental Agreement;
(b) a term defined anywhere in this Supplemental Agreement 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 term "Effective Time" shall have the meaning given to it in the
Merger Agreement.
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ARTICLE II
CONCERNING THE MERGER
SECTION 2.1. ASSUMPTION OF OBLIGATIONS.
(a) Merger Sub hereby expressly assumes, from and after the Effective Time,
as fully as if it had been an original party to the Pledge Agreement, all the
respective obligations of AHLIC under the Supplemented Pledge Agreement.
(b) From and after the Effective Time, pursuant to Sections 9.4 and 10.4 of
the Pledge Agreement, Merger Sub hereby succeeds, is substituted for and shall
possess and from time to time may exercise each and every right and power of,
the "Company" under the Pledge Agreement with the same effect as if Merger Sub
had been an original party to the Pledge Agreement. As of the Effective Time,
AHLIC is hereby forever released and discharged from all liabilities, covenants
or obligations under the Pledge Agreement.
SECTION 2.2. ALLSTATE AS A CO-OBLIGOR.
The parties hereby agree that, from and after the Effective Time, Allstate
shall hereby become a joint and several co-obligor and beneficiary with Merger
Sub (but not as a successor to AHLIC) with respect to payment obligations and
benefits under the Supplemented Pledge Agreement, and Allstate hereby agrees be
jointly and severally liable with Merger Sub for the obligations of Merger Sub,
as fully as if Allstate had been an original obligor.
SECTION 2.3. ACCEPTANCE BY PURCHASE CONTRACT AGENT AND COLLATERAL AGENT.
The Purchase Contract Agent and the Collateral Agent accept this
Supplemental Agreement and agree to perform the duties set out in the Purchase
Contract Agreement as hereby supplemented upon the terms and conditions set
forth in the Purchase Contract Agreement, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Purchase
Contract Agent and the Collateral Agent, which terms and provisions shall in
like manner define and limit its liabilities and responsibilities in the
performance of the duties created by the Purchase Contract Agreement as hereby
supplemented; and without limiting the generality of the foregoing, the Purchase
Contract Agent and the Collateral Agent shall not be responsible in any manner
whatsoever for or with respect to any of the recitals or statements contained
herein, all of which recitals or statements are made solely by Allstate, Merger
Sub and AHLIC, or for or with respect to the validity or sufficiency of this
Supplemental Agreement or any of the terms or provisions hereof.
ARTICLE III
MISCELLANEOUS
SECTION 3.1. RATIFICATION OF SUPPLEMENTED PLEDGE AGREEMENT
The Pledge Agreement as supplemented by this Supplemental Agreement, is in
all respects ratified and confirmed, and this Supplemental Agreement shall be
deemed part of the Pledge Agreement in the manner and to the extent herein and
therein provided.
SECTION 3.2. GOVERNING LAW.
This Supplemental Agreement shall be governed by and construed in
accordance with the laws (other than the choice of law provisions) of the State
of New York.
SECTION 3.3. SEPARABILITY.
In case any one or more of the provisions contained in this Supplemental
Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall
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not affect any other provisions of this Supplemental Agreement, but this
Supplemental Agreement shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.
SECTION 3.4. COUNTERPARTS.
This Supplemental Agreement 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.
SECTION 3.5. EFFECTIVENESS.
This Supplemental Agreement shall become a legally effective and binding
instrument upon the later of (i) execution and delivery hereof by all parties
hereto and (ii) the Effective Time.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Agreement to be duly executed as of the day and year first above written.
AMERICAN HERITAGE LIFE INVESTMENT
CORPORATION
By: /s/ T. O'▇▇▇▇ ▇▇▇▇▇▇▇
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Name: T. O'▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chairman and CEO
THE ALLSTATE CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
A.P.L. ACQUISITION CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Treasurer
BANK ONE TRUST COMPANY, NATIONAL
ASSOCIATION
as Purchase Contract Agent and as
attorney-in-fact
of the Holders from time to time of
the Securities
By: /s/ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
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THE CHASE MANHATTAN BANK
as Collateral Agent and Securities
Intermediary
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title: Vice President
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