EXHIBIT 10.4
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FORM OF AMENDED AND RESTATED
SUPPORT AND EXPENSES AGREEMENT
between
ALLSTATE LIFE INSURANCE COMPANY
and
ALLSTATE LIFE GLOBAL FUNDING
Dated as of -, 2006
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TABLE OF CONTENTS
PAGE
ARTICLE 1
DEFINITIONS; OTHER DEFINITIONAL PROVISIONS
SECTION 1.1 Definitions......................................................................1
SECTION 1.2 Other Definitional Provisions....................................................4
ARTICLE 2
CONTINUATION OF THE BASE SUPPORT AGREEMENT; REPRESENTATIONS AND WARRANTIES
SECTION 2.1 Continuation of the Base Support Agreement.......................................5
SECTION 2.2 Representations and Warranties...................................................5
ARTICLE 3
SUPPORT OBLIGATIONS
SECTION 3.1 Payment of Support Obligations...................................................6
SECTION 3.2 Amended or Additional Arrangements...............................................6
SECTION 3.3 Waiver of Notice.................................................................6
SECTION 3.4 No Impairment....................................................................7
SECTION 3.5 Enforcement......................................................................7
SECTION 3.6 Subrogation......................................................................8
SECTION 3.7 Actions; Notification............................................................8
SECTION 3.8 Settlement Without Consent.......................................................9
SECTION 3.9 Third Party Beneficiaries........................................................9
ARTICLE 4
GENERAL PROVISIONS
SECTION 4.1 Binding Effect...................................................................9
SECTION 4.2 Amendments; Assignments..........................................................9
SECTION 4.3 Term of Support Agreement........................................................9
SECTION 4.4 Notices.........................................................................10
SECTION 4.5 Governing Law...................................................................10
SECTION 4.6 Consent to Jurisdiction.........................................................10
SECTION 4.7 Waiver of Jury Trial............................................................11
SECTION 4.8 Counterparts....................................................................11
SECTION 4.9 Severability....................................................................11
SECTION 4.10 Entire Agreement................................................................11
SECTION 4.11 No Waiver.......................................................................11
SECTION 4.12 Remedies Cumulative.............................................................12
SECTION 4.13 Limitation of Delaware Trustee Liability........................................12
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This AMENDED AND RESTATED SUPPORT AND EXPENSES AGREEMENT, dated as of -,
2006 (this "Amended and Restated Support Agreement"), between Allstate Life
Insurance Company, an Illinois stock life insurance company ("Allstate Life")
and Allstate Life Global Funding, a statutory trust organized under the laws of
the State of Delaware ("Global Funding"),
W I T N E S S E T H:
WHEREAS, Allstate Life and Global Funding entered into that certain Support
and Expenses Agreement, dated as of June 27, 2002, as amended and restated by
the Amended and Restated Support and Expenses Agreement, dated as of April 27,
2004, and as further amended and restated by the Amended and Restated Support
and Expenses Agreement, dated as of August 16, 2005 (as so amended and restated,
the "Base Support Agreement"), and the parties hereto desire to amend and
restate the Base Support Agreement in its entirety;
WHEREAS, since August 27, 2004, Global Funding has been facilitating, and
desires to continue to facilitate, a program (the "Program") for the issuance,
from time to time, of Secured Medium Term Notes and Allstate Life(R)
CoreNotes(R) (collectively, the "Notes"), as more fully described in the
Registration Statement;
WHEREAS, the Notes outstanding under the Program have been, and any Notes
to be issued under the Program will be, issued by a newly created Delaware
statutory trust (each, a "Trust"), as more fully described in the Registration
Statement; and
WHEREAS, each existing Trust has acquired, and each Trust to be formed will
acquire, one or more funding agreement(s) (each, a "Funding Agreement") issued
by Allstate Life;
NOW THEREFORE, in consideration of the premises and covenants set forth in
this Amended and Restated Support Agreement, the parties agree as follows:
ARTICLE 1
DEFINITIONS; OTHER DEFINITIONAL PROVISIONS
SECTION 1.1 Definitions. Unless the context otherwise requires, the
following terms, as used in this Amended and Restated Support Agreement, have
the following meanings:
"Additional Amounts", with respect to any Trust, has the meaning set forth
in the applicable Indenture or Funding Note Indenture.
"Administrator" means AMACAR Pacific Corp., a Delaware corporation, in its
capacity as the sole administrator of Global Funding, and its permitted
successors and assigns.
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"Amended and Restated Support Agreement" means this instrument, as
originally executed, and as the same may be amended, supplemented, modified,
restated or replaced from time to time.
"Agents" has the meaning ascribed in the Distribution Agreement.
"Allstate Life" means Allstate Life Insurance Company, an Illinois stock
life insurance company, and its successors.
"Base Support Agreement" has the meaning ascribed in the first recital.
"Business Day" means a day (other than a Saturday, Sunday or legal holiday)
on which commercial banks in the City of New York, the Borough of Manhattan and
▇▇▇▇ County, State of Illinois, are open for business.
"Commission" means the Securities and Exchange Commission.
"Delaware Trustee" means Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as trustee of Global
Funding, and its successors.
"Distribution Agreement" means that certain Distribution Agreement dated
-, 2006, by and among Global Funding and the Agents named therein, as the same
may be amended, supplemented, modified, restated or replaced from time to time.
"Excluded Amounts" means (i) any obligation of Global Funding or any Trust
to make any payment in accordance with the terms of any Funding Note or any
Notes, (ii) any obligation or expense of Global Funding or any Trust to the
extent that such obligation or expense has actually been paid utilizing funds
from payments under any Funding Agreement or any Funding Note, as applicable,
(iii) any cost, loss, damage, claim, action, suit, expense, disbursement, tax,
penalty and liability of any kind or nature whatsoever resulting from or
relating to any insurance regulatory or other governmental authority asserting
that: (a) any Funding Note or any Notes are, or are deemed to be, (1)
participations in any Funding Agreement or (2) contracts of insurance, or (b)
the offer, purchase, sale or transfer of any Funding Notes or any Notes, or the
pledge and collateral assignment of, or the grant of a security interest in, any
Funding Agreement, (1) constitute the conduct of the business of insurance or
reinsurance in any jurisdiction or (2) require Global Funding, any Trust or any
Holder to be licensed as an insurer, insurance agent or broker in any
jurisdiction, (iv) any cost, loss, damage, claim, action, suit, expense,
disbursement, tax, penalty and liability of any kind imposed on a Service
Provider resulting from the bad faith, misconduct or negligence of such Service
Provider, (v) any income taxes or overhead expenses of any Service Provider,
(vi) any withholding taxes imposed with respect to payments made under any
Funding Agreement, any Funding Note or any Notes, or (viii) any Additional
Amounts paid to any Holder.
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With respect to any Support Obligation owed to the Delaware Trustee and the
Administrator, clause (iii) of the definition of "Excluded Amounts" shall not
apply.
"Funding Agreement" has the meaning ascribed in the fourth recital.
"Funding Note", with respect to any Trust, has the meaning ascribed in the
applicable Funding Note Indenture.
"Funding Note Indenture" means, with respect to any Funding Note sold by
Global Funding to a Trust, that certain Funding Note Indenture included in Part
H of the Series Instrument for the Trust, among Global Funding and the other
parties specified therein, as the same may be amended, supplemented, modified,
restated or replaced from time to time.
"Funding Note Indenture Trustee", with respect to any Funding Note, has the
meaning ascribed in the applicable Funding Note Indenture.
"Global Funding" means Allstate Life Global Funding, a statutory trust
formed under the laws of the State of Delaware.
"Holder" means any holder of the Notes.
"Indenture" means, with respect to any Trust, that certain Indenture
included in Part G of the Series Instrument for the Trust, among the Trust and
the other parties specified therein, as the same may amended, supplemented,
modified, restated or replaced from time to time.
"Indenture Trustee", with respect to any Trust, has the meaning ascribed in
the applicable Indenture.
"Notes" has the meaning ascribed in the second recital.
"Notice of Obligation" means the instrument evidencing a Support Obligation
of Global Funding in, or substantially in, the form attached as Exhibit A.
"Proceeding" has the meaning ascribed in Section 3.7(a).
"Program" has the meaning ascribed in the second recital.
"Registration Statement" means the Registration Statement relating to the
Program (File No. 333-129157), filed with the Commission by Allstate Life and
Global Funding on October 20, 2005, as amended by Amendment No. 1 filed with the
Commission on November 29, 2005, and Amendment No. 2 filed with the Commission
on -, 2006, and as it may further be amended, supplemented, modified, restated
or replaced from time to time.
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"Series Instrument" means, with respect to any Trust, the Series Instrument
of the Trust, pursuant to which the Funding Note Indenture, the Indenture and
certain other agreements are entered into, and certain other documents are
executed, in connection with the issuance of the Notes by the Trust.
"Service Provider" means each of the Delaware Trustee, any Funding Note
Indenture Trustee, any Indenture Trustee, the Administrator and any other agent
or provider of services to Global Funding (other than the Agents).
"Standard Indenture Terms" means the Standard Indenture Terms relating to
the Program for the issuance of Notes, substantially in the form filed as an
exhibit to the Registration Statement.
"Support Obligations" means, without duplication, any and all (i)
reasonable costs and expenses reasonably incurred (including the reasonable fees
and expenses of any Service Provider), relating to the offering, sale and
issuance of the Funding Notes and the Notes and (ii) costs, expenses and taxes
of Global Funding; in each case except the Excluded Amounts.
"Trust" has the meaning ascribed in the third recital.
SECTION 1.2 Other Definitional Provisions. For all purposes of this Amended
and Restated Support Agreement, except as otherwise expressly provided or unless
the context otherwise requires:
(a) the terms defined in this Article shall have the meanings ascribed to
them in this Article and shall include the plural as well as the
singular;
(b) the words "include", "includes" and "including" shall be construed to
be followed by the words "without limitation";
(c) Article and Section headings are for the convenience of the reader and
shall not be considered in interpreting this Amended and Restated
Support Agreement or the intent of the parties to this Amended and
Restated Support Agreement; and
(d) capitalized terms not otherwise defined in this Amended and Restated
Support Agreement will have the respective meanings set forth in the
Standard Indenture Terms.
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ARTICLE 2
CONTINUATION OF THE BASE SUPPORT AGREEMENT; REPRESENTATIONS AND
WARRANTIES
SECTION 2.1 Continuation of the Base Support Agreement. The parties hereto
agree that, upon the execution of this Amended and Restated Support Agreement:
(a) the Base Support Agreement shall continue in full force and effect as
amended and restated by this Amended and Restated Support Agreement;
and
(b) the rights and obligations of the parties hereto shall be as provided
in this Amended and Restated Support Agreement.
SECTION 2.2 Representations and Warranties. Each party to this Amended and
Restated Support Agreement represents and warrants to the other that as of the
date of this Amended and Restated Support Agreement:
(a) it has the power to enter into this Amended and Restated Support
Agreement and to consummate the transactions contemplated by this
Amended and Restated Support Agreement;
(b) it has duly authorized, executed and delivered this Amended and
Restated Support Agreement;
(c) assuming the due authorization, execution and delivery of this Amended
and Restated Support Agreement by the other party, this Amended and
Restated Support Agreement constitutes a legal, valid and binding
obligation of the representing party;
(d) this Amended and Restated Support Agreement is enforceable against the
representing party in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors' rights,
and subject as to enforceability to general principles of equity,
regardless of whether enforcement is sought in a proceeding in equity
or at law;
(e) its execution and delivery of this Amended and Restated Support
Agreement, consummation by it of the transactions contemplated by this
Amended and Restated Support Agreement and the performance of its
obligations under this Amended and Restated Support Agreement do not
and will not constitute or result in a default, breach or violation of
the terms or provisions of its organizational documents or any
material indenture, contract, agreement, instrument, mortgage,
judgment, injunction or
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order applicable to which it is a party or by which any of its
properties may be bound; and
(f) no filing with or authorization, order, consent, permit or approval of
any federal or state governmental authority or agency or political
subdivision thereof is required for the execution, delivery and
performance of this Amended and Restated Support Agreement that has
not been already obtained or acquired.
ARTICLE 3
SUPPORT OBLIGATIONS
SECTION 3.1 Payment of Support Obligations.
(a) Allstate Life irrevocably and unconditionally agrees to: (i) indemnify
Global Funding against, and pay, all Support Obligations; and (ii)
without duplication, indemnify each Service Provider against, and pay,
all Support Obligations due and payable by Global Funding to such
Service Provider, in each case within two Business Days of receipt of
the applicable Notice of Obligation, subject only to the terms and
conditions of this Amended and Restated Support Agreement.
(b) Allstate Life agrees to pay any amount due under this Amended and
Restated Support Agreement in the currency in which the related
Support Obligation originated.
(c) Allstate Life and Global Funding agree that all payments due under
this Section 3.1 in respect of any Support Obligation shall be
effected, and any responsibility of Allstate Life to pay such Support
Obligation pursuant to the indemnity provided to Global Funding in
this Amended and Restated Support Agreement shall be discharged, by
the payment by Allstate Life, at the order of Global Funding, to the
account of the person to whom such Support Obligation is owed, as
specified in the applicable Notice of Obligation.
SECTION 3.2 Amended or Additional Arrangements. Global Funding will not,
without the prior written approval of Allstate Life: (a) enter into or amend,
modify, restate, and/or supplement any compensation or indemnification
arrangements with respect to the Program; or (b) waive any of its rights under
any compensation or indemnification provisions under the Program.
SECTION 3.3 Waiver of Notice. Allstate Life waives notice of any fact or
circumstance that could give rise to the payment of any Support Obligation under
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Section 3.1 and, except as otherwise provided in this Amended and Restated
Support Agreement, Allstate Life also waives presentment, demand for payment,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.
SECTION 3.4 No Impairment. The obligations, covenants, agreements and
duties of Allstate Life under this Amended and Restated Support Agreement will
in no way be affected or impaired by reason of the happening from time to time
of any of:
(a) the extension of time for the payment of all or any portion of any
Support Obligation or for the performance of any other obligation
arising under, out of, or in connection with, any Support Obligation;
(b) any failure, omission, delay or lack of diligence on the part of
Global Funding to enforce, assert or exercise any right, privilege,
power or remedy conferred on Global Funding with respect to any
Support Obligation or any action on the part of Global Funding
granting indulgence or extension of any kind;
(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 of, or other similar proceedings affecting,
Global Funding or any of the assets of Global Funding;
(d) the existence of any claim, set-off or other rights that Allstate Life
may have at any time against Global Funding; provided, that nothing in
this Amended and Restated Support Agreement shall prevent the
assertion of any such claim by separate suit or compulsory
counterclaim; or
(e) any other act or omission to act or delay of any kind by Global
Funding or any other Person or any other circumstance whatsoever which
might, but for the provisions of this Section 3.4(e), constitute a
legal or equitable discharge of or defense to Allstate Life's
obligations under this Amended and Restated Support Agreement.
SECTION 3.5 Enforcement. Notwithstanding any rights granted to Allstate
Life under Section 3.7, Allstate Life waives any right or remedy to require that
any action be brought against any Person prior to the assertion of a claim under
this Amended and Restated Support Agreement.
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SECTION 3.6 Subrogation. Upon, and subject to, the payment by Allstate Life
of any Support Obligation:
(a) Allstate Life shall be subrogated to all of the rights, interests and
remedies, if any, of Global Funding in respect of such Support
Obligation; and
(b) Global Funding will: (i) from time to time execute all such
instruments and other agreements and take all such other actions as
may be necessary or desirable, or that Allstate Life may request, to
protect any interest of Allstate Life with respect to any Support
Obligation or to enable Allstate Life to exercise or enforce any
right, interest or remedy it may have with respect to any such Support
Obligation; and (ii) release to Allstate Life any amount received
relating to any Support Obligation, or any portion of any Support
Obligation, immediately after any such amount relating to such Support
Obligation, or any portion of any such Support Obligation, is received
by Global Funding.
SECTION 3.7 Actions; Notification.
(a) Global Funding shall give prompt written notice to Allstate Life of
any litigation, or any investigation or proceeding by any governmental
agency or body or other Person, whether commenced or threatened,
against Global Funding that may give rise to any Support Obligation
(each, a "Proceeding"), but Global Funding's failure to so notify
Allstate Life shall not relieve Allstate Life from any liability which
it may have otherwise under this Amended and Restated Support
Agreement unless the failure to so notify had an adverse impact on
Allstate Life.
(b) Allstate Life may, in its sole discretion, elect to assume the defense
of Global Funding in any Proceeding that could give rise to any
Support Obligation, and if it so elects, Allstate Life shall select
counsel reasonably acceptable to Global Funding to represent Global
Funding in such Proceeding and pay the fees and expenses of such
counsel. In any Proceeding, Global Funding shall have the right to
retain its own counsel, but the fees and disbursements of such counsel
shall not constitute a Support Obligation unless: (i) Allstate Life
and Global Funding shall have mutually agreed to the retention of such
counsel; or (ii) the named parties to any such Proceeding (including
any impleaded parties) include both Allstate Life and Global Funding,
and representation of both parties by the same counsel would be
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inappropriate due to actual or potential differing interests between
them. In no event shall Allstate Life be liable for fees and expenses
of more than one counsel (in addition to any local counsel) for Global
Funding in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same
general allegations or circumstances.
SECTION 3.8 Settlement Without Consent. Global Funding may not settle any
Proceeding without the consent of Allstate Life.
SECTION 3.9 Third Party Beneficiaries. Allstate Life understands and agrees
that each Service Provider (including such parties in their respective
individual capacity) shall be a third party beneficiary of the indemnity
provided under this Amended and Restated Support Agreement, subject to the
limitations on such indemnity provided in this Amended and Restated Support
Agreement. No other Person shall have any legal or equitable right, remedy or
claim under or in respect of this Amended and Restated Support Agreement or any
covenants, conditions or provisions contained in this Amended and Restated
Support Agreement.
ARTICLE 4
GENERAL PROVISIONS
SECTION 4.1 Binding Effect. All obligations, covenants, agreements and
duties contained in this Amended and Restated Support Agreement shall bind the
permitted successors and assigns, and receivers, trustees and representatives of
each of Allstate Life and Global Funding.
SECTION 4.2 Amendments; Assignments.
(a) This Amended and Restated Support Agreement will not be amended,
supplemented, modified, restated or replaced in any manner, except
with the unanimous written consent of Global Funding, Allstate Life,
the Administrator, the Delaware Trustee, each Funding Note Indenture
Trustee and each Indenture Trustee.
(b) Neither this Amended and Restated Support Agreement nor any title,
right or interest in this Amended and Restated Support Agreement may
be sold, transferred, assigned, hypothecated or alienated in any
manner whatsoever, except with the express written consent of Global
Funding and Allstate Life.
SECTION 4.3 Term of Support Agreement. This Amended and Restated Support
Agreement shall terminate and be of no further force and effect upon the date on
which the Amended and Restated Trust Agreement terminates. Unless and until this
Amended and Restated Support Agreement is terminated as specified in this
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Section 4.3, this Amended and Restated Support Agreement will be continuing,
irrevocable, unconditional and absolute.
SECTION 4.4 Notices. All demands, notices, instructions or other
communications required or permitted to be given under this Amended and Restated
Support Agreement shall be given in writing by delivering the same against
receipt by facsimile transmission (confirmed by registered or certified mail,
postage prepaid, return receipt requested), or by registered or certified mail,
postage prepaid, return receipt requested, addressed as follows (and if so
given, shall be deemed given when mailed or upon receipt of a confirmation, if
sent by facsimile):
If to Global Funding, to:
c/o AMACAR Pacific Corp.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to Allstate Life, to:
Allstate Life Insurance Company
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Assistant Vice President, Institutional Markets
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or such other address previously furnished in writing to the other party.
SECTION 4.5 Governing Law. Pursuant to Section 5-1401 of the General
Obligations Law of the State of New York, this Amended and Restated Support
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.
SECTION 4.6 Consent to Jurisdiction. Each party to this Amended and
Restated Support Agreement submits for itself and in connection with its
properties, generally and unconditionally, to the nonexclusive jurisdiction of
the United States Federal court located in the City of New York, the Borough of
Manhattan for purposes of any legal proceeding arising out of or relating to
this Amended and Restated Support Agreement or the transactions contemplated by
this Amended and Restated Support Agreement. Each party to this Amended and
Restated Support Agreement irrevocably waives, to the fullest extent permitted
by law, any objection which it may have to the laying of the venue of any such
proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. Each party to
this Amended and Restated Support Agreement consents to process being served in
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any suit, action or proceeding with respect to this Amended and Restated Support
Agreement, or any document delivered pursuant to this Amended and Restated
Support Agreement by the mailing of a copy thereof by registered or certified
mail, postage prepaid, return receipt requested, to its respective address
specified at the time for notices under this Amended and Restated Support
Agreement or to any other address of which it shall have given written notice to
the other party. The foregoing shall not limit the ability of any party to this
Amended and Restated Support Agreement to bring suit in the courts of any other
jurisdiction.
SECTION 4.7 Waiver of Jury Trial. Each of the parties to this Amended and
Restated Support Agreement irrevocably and expressly waives any and all right to
a trial by jury with respect to any legal proceeding arising out of or relating
to this Amended and Restated Support Agreement or any claims or transactions in
connection with this Amended and Restated Support Agreement. Each of the parties
to this Amended and Restated Support Agreement acknowledges that such waiver is
made with full understanding and knowledge of the nature of the rights and
benefits waived.
SECTION 4.8 Counterparts. This Amended and Restated Support Agreement and
any amendments, supplements, modifications, restatements or replacements of this
Amended and Restated Support Agreement, or waivers or consents to this Amended
and Restated Support Agreement, may be executed in any number of counterparts,
and by parties to this Amended and Restated Support Agreement in separate
counterparts, each of which, when so executed and delivered, shall be deemed to
be an original and all of which counterparts, when taken together shall
constitute one and the same instrument. This Amended and Restated Support
Agreement shall become effective upon the execution of a counterpart by each of
the parties to this Amended and Restated Support Agreement.
SECTION 4.9 Severability. In the event any provision or obligation of this
Amended and Restated Support Agreement shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby to
the fullest extent permitted under applicable law.
SECTION 4.10 Entire Agreement. This Amended and Restated Support Agreement
constitutes the entire agreement between the parties relating to its subject
matter, and supersedes all previous agreements between the parties, whether
written or oral.
SECTION 4.11 No Waiver. No failure on the part of the parties to this
Amended and Restated Support Agreement to exercise, and no delay in exercising,
and no course of dealing with respect to, any right, power or privilege under
this Amended and Restated Support Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise thereof or the exercise of any other
right, power or privilege operate as such a waiver.
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SECTION 4.12 Remedies Cumulative. No right, power or remedy of the parties
under this Amended and Restated Support Agreement shall be exclusive of any
other right, power or remedy, but shall be cumulative and in addition to any
other right, power or remedy thereunder or existing by law or in equity.
SECTION 4.13 Limitation of Delaware Trustee Liability. Notwithstanding any
provision of this Amended and Restated Support Agreement to the contrary, it is
expressly understood and agreed by the parties that: (a) this Amended and
Restated Support Agreement is executed and delivered by Wilmington Trust
Company, not individually or personally, but solely as Delaware Trustee, in the
exercise of the powers and authority conferred and vested in it pursuant to the
Amended and Restated Trust Agreement; (b) each of the representations,
undertakings and agreements in this Amended and Restated Support Agreement made
on the part of Global Funding is made and intended not as personal
representations, undertakings and agreements by Wilmington Trust Company, but is
made and intended for the purpose of binding only Global Funding; (c) nothing
contained in this Amended and Restated Support Agreement shall be construed as
creating any liability on Wilmington Trust Company, individually or personally,
to perform any covenant either expressed or implied in this Amended and Restated
Support Agreement, all such liability, if any, being expressly waived by the
parties to this Amended and Restated Support Agreement and by any person
claiming by, through or under the parties to this Amended and Restated Support
Agreement; and (d) under no circumstances shall Wilmington Trust Company be
personally liable for the payment of any indebtedness or expenses of Global
Funding or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by Global Funding under
this Amended and Restated Support Agreement or any other related documents.
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IN WITNESS WHEREOF, the parties have caused this Amended and Restated
Support Agreement to be executed by duly authorized representatives as of the
day and year first above written.
ALLSTATE LIFE INSURANCE COMPANY
By:
---------------------------------------
Name:
Title:
ALLSTATE LIFE GLOBAL FUNDING
By: WILMINGTON TRUST COMPANY,
not in its individual capacity,
but solely as Delaware Trustee
By:
-----------------------------------------
Name:
Title:
EXHIBIT A
NOTICE OF OBLIGATION
Date: -
By [Hand or Overnight] Delivery and/or Facsimile
Allstate Life Insurance Company
Office of the General Counsel
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: -
Facsimile: -
Ladies and Gentlemen:
Reference is hereby made to the Amended and Restated Support and Expenses
Agreement dated as of -, 2006 (the "Amended and Restated Support
Agreement") entered into between Allstate Life Insurance Company, an Illinois
stock life insurance company ("Allstate Life") and Allstate Life Global Funding,
a statutory trust organized under the laws of the State of Delaware ("Global
Funding"). Capitalized terms used in this notice (this "Notice of Obligation")
and not otherwise defined have the respective meanings ascribed in this Amended
and Restated Support Agreement.
Global Funding hereby represents to Allstate Life that:
(a) on -, Global Funding incurred a Support Obligation in an amount of
$-;
(b) the Support Obligation resulted from -; and
(c) all documents and instruments evidencing the Support Obligation are
attached to this Notice of Obligation.
Global Funding hereby requests Allstate Life to pay the Support Obligation
in accordance with this Amended and Restated Support Agreement to the following
account:
[Name of Bank:
Account No.:
Reference No.:]
A-1
IN WITNESS WHEREOF, Global Funding has executed and delivered this Notice
of Obligation as of the date first written above.
ALLSTATE LIFE GLOBAL FUNDING
By: WILMINGTON TRUST COMPANY,
not in its individual capacity,
but solely as Delaware Trustee
By:
--------------------------------------
Name:
Title:
A-2
