Exhibit 10.16
AMENDED AND RESTATED INDEMNITY AGREEMENT
, 2004
Wilmington Trust Company
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Administration
Ladies and Gentlemen:
In consideration of Wilmington Trust Company ("WTC") agreeing to enter
into that certain Amended and Restated Trust Agreement of Allstate Life
Global Funding, a statutory trust formed under the laws of the State of
Delaware (the "Trust"), dated as of , 2004 (the "Trust
Agreement"), among WTC, as Delaware trustee (the "Delaware Trustee"), and
AMACAR Pacific Corp., as Administrator and Trust Beneficial Owner, as may be
amended and restated from time to time, the Trust pursuant to this letter
agreement (this "Agreement"), hereby agrees to the following fee and
indemnity arrangements. This Agreement amends, restates and replaces in its
entirety that certain Indemnity Agreement dated June 24, 2002 between the
Trust and WTC. Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to them in the Trust Agreement.
1. The Trust (the "Indemnitor") hereby agrees, whether or not any of the
transactions contemplated by the Trust Agreement shall be consummated, to assume
liability for, and hereby indemnifies, protects, saves and keeps harmless WTC,
and its officers, directors, successors, assigns, legal representatives, agents
and servants (each an "Indemnified Person"), from and against any and all
liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes
payable by WTC on or measured by any compensation received by WTC for its
services as Delaware Trustee), claims, actions, investigations, proceedings,
costs, expenses or disbursements (including, without limitation, reasonable
legal fees and expenses, subject to the limitations contained in the preceding
paragraphs) of any kind and nature whatsoever which may be imposed on, incurred
by or asserted at any time against an Indemnified Person (whether or not also
indemnified against by any other person but in all cases subject to the
following two paragraphs) in any way relating to or arising out of (i) the Trust
Agreement or any of the other agreements to which the Trust is or becomes a
party or the enforcement of any of the terms of any thereof or the
administration of the assets of the Trust or the action or inaction of the
Delaware Trustee under the Trust Agreement, except where any such claim for
indemnification has arisen as a result of the willful misconduct or gross
negligence on the part of the Delaware Trustee, or the Delaware Trustee's
failure to use ordinary care to disburse funds, or the performance or
nonperformance of its duties under the Trust Agreement or any of the other
agreements to which the Trust becomes a party.
The obligations of the Indemnitor under this Agreement shall be in addition
to any liability which the Indemnitor or any other person may otherwise have and
shall survive the termination of the Trust Agreement.
2. The Delaware Trustee shall receive as compensation for its services
under the Trust Agreement fees and expenses as set forth on Exhibit A to this
Agreement.
3. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all of such counterparts shall together constitute but one and the same
Agreement.
4. Notices should be sent as set forth below, or at such other address as
such party shall hereafter furnish in writing:
Allstate Life Global Funding
c/o AMACAR Pacific Corp.
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx Xxxxxxxx
Attention: Xxxxxxx X. Xxxxxxx
Facsimile: (000) 000-0000
Wilmington Trust Company
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Administration
Facsimile: (000) 000-0000
5. No waiver, modification or amendment of this Agreement shall be valid
unless executed in writing by the parties hereto.
6. This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware, without regard to conflicts of laws principles.
[SIGNATURE PAGE FOLLOWS]
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If the foregoing correctly sets forth the understanding and agreement
between the Trust and WTC, please so indicate by signing in the space provided
for below.
Very truly yours,
ALLSTATE LIFE GLOBAL FUNDING
By: Wilmington Trust Company, not in
its individual capacity but solely as
Delaware Trustee
By:
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Name:
Title:
WILMINGTON TRUST COMPANY
By:
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Name:
Title:
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EXHIBIT A
COMPENSATION OF DELAWARE TRUSTEE
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