Exhibit 1.3
REPRESENTATIONS AND INDEMNITY AGREEMENT
, 2004
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
X.X. Xxxxxxx & Sons, Inc.
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Barclays Capital Inc.
Citigroup Global Markets Inc.
Credit Suisse First Boston LLC
Deutsche Bank Securities Inc.
Xxxxxxx, Xxxxx & Co.
X.X. Xxxxxx Securities Inc.
Xxxxxx Brothers Inc.
Xxxxxx Xxxxxxx & Co. Incorporated
UBS Securities LLC
Wachovia Securities L.L.C.
Ladies and Gentlemen:
Allstate Life Insurance Company, an Illinois stock life insurance company
(the "COMPANY"), in connection with the Allstate Life Global Funding Secured
Medium Term Notes Program (the "INSTITUTIONAL Program") and the Allstate
Life(SM) CoreNotes(SM) Program (the "RETAIL PROGRAM" and, together with the
Institutional Program, the "PROGRAMS"), and in consideration of the Distribution
Agreement dated March -, 2004, as amended, restated or modified from time to
time (the "DISTRIBUTION AGREEMENT"), by and among Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated and each other institution named on SCHEDULE 1 thereto
(each, an "AGENT" and, collectively the "AGENTS") on the one hand, and Allstate
Life Global Funding, a Delaware statutory trust ("GLOBAL FUNDING") and any
Delaware statutory trust formed, and beneficially owned, by Global Funding
(each, an "ISSUING TRUST" and, collectively, the "ISSUING TRUSTS") that becomes
a party to the Distribution Agreement pursuant to the terms thereof and the
applicable terms agreement (each, a "TERMS AGREEMENT") set forth in Section - of
the series instrument to be executed by each Issuing Trust, Global Funding and
the applicable Agent or Agents, among others (the "SERIES INSTRUMENT"), confirms
its agreement with the Agents with respect to the issue and sale, from time to
time by the Issuing Trusts, of notes due between nine months and thirty years
from the date of issuance (the "NOTES").
The Notes of each Issuing Trust will be issued pursuant to an indenture, as
amended or modified from time to time, which will adopt and incorporate the
standard indenture terms (each, an "INDENTURE" and, collectively, the
"INDENTURES") between the relevant Issuing Trust and JPMorgan Chase Bank, as
indenture trustee (the "INDENTURE TRUSTEE"). Each Issuing Trust shall issue only
one series of Notes. As of the date of this Agreement, the Issuing Trusts are
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Allstate Life(SM) is a service xxxx of Allstate Life Insurance Company.
CoreNotes(R) is a service xxxx of Xxxxxxx Xxxxx & Co.
authorized to issue collectively up to U.S. $4,000,000,000 aggregate initial
offering price of Notes (or its equivalent as determined in Section 4(p) of the
Distribution Agreement).
Each Issuing Trust will use the proceeds from the sale of its Notes
immediately to purchase a funding note (each a "FUNDING NOTE") issued by Global
Funding. Each Funding Note will be issued pursuant to a funding note indenture,
as amended or modified from time to time, which will adopt and incorporate the
standard funding note indenture terms (each, a "FUNDING NOTE INDENTURE") between
Global Funding and X.X. Xxxxxx Trust Company, National Association, as the
funding note indenture trustee (the "FUNDING NOTE INDENTURE TRUSTEE"). Global
Funding will immediately use the net proceeds received from the sale of the
applicable Funding Note to purchase a funding agreement (each a "FUNDING
AGREEMENT") issued by the Company. Global Funding will immediately assign
absolutely to, and deposit into the relevant Issuing Trust, the relevant Funding
Agreement(s) and the relevant Funding Note will be surrendered. In connection
with the sale of its Notes, the Issuing Trust will prepare a Pricing Supplement
(the "PRICING SUPPLEMENT") including or incorporating by reference a description
of the terms of the Notes and the terms of the offering.
Capitalized terms used herein and not otherwise defined herein shall have
the meaning ascribed to them in the Distribution Agreement.
The Agents include those institutions named from time to time in SCHEDULE 1
to the Distribution Agreement and pursuant to Section 14 of this Agreement. If
any institution is appointed as an Agent only with respect to the Notes of a
particular Issuing Trust, such institution shall only be an Agent with respect
to the Notes of such Issuing Trust.
The Company has registered shares of its common stock with the Securities
and Exchange Commission (the "COMMISSION") pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "1934 Act") on Form 10 under
the 1934 Act. The Company and Global Funding have filed with the Commission a
registration statement on Form S-3 (No. 333--) and pre-effective amendment no.-
thereto as amended, if applicable (the "REGISTRATION STATEMENT") under the
Securities Act of 1933, as amended (the "1933 ACT") for the registration of the
Funding Agreements, the Funding Notes, and the Notes, and the offering thereof
in accordance with Rule 415 of the rules and regulations of the Commission under
the 1933 Act (the "1933 ACT REGULATIONS"). The Registration Statement has been
declared effective by the Commission, and the form of Indenture and the form of
Funding Note Indenture have been duly qualified under the Trust Indenture Act of
1939, as amended (the "1939 ACT"), and the Company and Global Funding have filed
such post-effective amendments thereto as may be required prior to the
acceptance by Global Funding and any Issuing Trust of any offer for the purchase
of Notes and each such post-effective amendment has been declared effective by
the Commission. The final prospectus and all applicable amendments or
supplements thereto (including the final prospectus supplement and Pricing
Supplement relating to the offering of Notes), in the form first furnished to
the applicable Agent for use in confirming sales of Notes, are collectively
referred to herein as the "PROSPECTUS"; provided, however, that all references
to the "Registration Statement" and the "Prospectus" shall also be deemed to
include all documents incorporated therein by reference pursuant to the 1934
Act, prior to any acceptance by Global Funding and an Issuing Trust of an offer
for the purchase of Notes; provided, further, that if the Company or Global
Funding file a registration statement with the Commission pursuant to Rule
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462(b) of the 1933 Act Regulations (the "RULE 462(b) REGISTRATION STATEMENT"),
then, after such filing, all references to the "Registration Statement" shall
also be deemed to include the Rule 462(b) Registration Statement. A "PRELIMINARY
PROSPECTUS" shall be deemed to refer to any prospectus used before the
Registration Statement became effective and any prospectus furnished by the
Company or Global Funding after the Registration Statement became effective and
before any acceptance by Global Funding and any Issuing Trust of an offer for
the purchase of its Notes which omitted information to be included upon pricing
in a form of prospectus filed with the Commission pursuant to Rule 424(b) of the
1933 Act Regulations. For purposes of this Agreement, all references to the
Registration Statement, Prospectus or preliminary prospectus or to any amendment
or supplement thereto shall be deemed to include any copy filed with the
Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval
system ("XXXXX").
All references in this Agreement to financial statements and schedules and
other information which is "disclosed", "contained", "included" or "stated" (or
other references of like import) in the Registration Statement, Prospectus or
preliminary prospectus shall be deemed to include all such financial statements
and schedules and other information which is incorporated by reference in the
Registration Statement, Prospectus or preliminary prospectus, as the case may
be; and all references in this Agreement to amendments or supplements to the
Registration Statement, Prospectus or preliminary prospectus shall be deemed to
include the filing of any document under the 1934 Act which is incorporated by
reference in the Registration Statement, Prospectus or preliminary prospectus,
as the case may be.
SECTION 1. REPRESENTATIONS AND WARRANTIES.
(a) The Company represents and warrants to each Agent as of the date
hereof, as of the date of each acceptance by Global Funding and an Issuing Trust
of an offer for the purchase of Notes (whether to such Agent as principal or
through such Agent as agent), as of the date of each delivery of Notes (whether
to such Agent as principal or through such Agent as agent) (the date of each
such delivery is referred to herein as a "SETTLEMENT DATE"), and as of any time
that the Registration Statement or the Prospectus shall be amended or
supplemented (each of the times referenced above is referred to herein as a
"REPRESENTATION DATE"), as follows:
(i) DUE INCORPORATION, GOOD STANDING AND DUE QUALIFICATION OF THE
COMPANY. The Company is validly existing as a stock life insurance company
in good standing under the laws of the State of Illinois with corporate
power and authority to own, lease and operate its properties and to conduct
its business as described in the Prospectus and to enter into this
Agreement and consummate the transactions to be performed by the Company as
contemplated in the Prospectus; the Company is duly qualified as a foreign
corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except
where the failure to comply with any of the foregoing would not result in a
material adverse change in the condition (financial or otherwise) or in the
earnings or business affairs of the Company and its subsidiaries considered
as one enterprise or on the power or ability of the Company to perform its
obligations under the Program Documents (as defined in the applicable
Indenture or form of Indenture, as the case may be) to which the Company is
a party or to consummate the transactions to be
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performed by the Company as contemplated in the Prospectus (a "COMPANY
MATERIAL ADVERSE EFFECT"); all of the issued and outstanding shares of
capital stock of the Company have been duly authorized and are validly
issued, fully paid and non-assessable; and none of the outstanding shares
of capital stock of the Company were issued in violation of preemptive or
other similar rights of any securityholder of the Company.
(ii) DUE INCORPORATION, GOOD STANDING AND DUE QUALIFICATION OF
SIGNIFICANT Subsidiaries. Each significant subsidiary (as such term is
defined in Rule 1-02 of Regulation S-X promulgated under the 0000 Xxx) of
the Company, if any (each, a "SIGNIFICANT SUBSIDIARY") is validly existing
as a corporation in good standing under the laws of the jurisdiction of its
incorporation, has corporate power and authority to own, lease and operate
its properties and conduct its business as described in the Prospectus and
is duly qualified as a foreign corporation to transact business and is in
good standing in each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of
business, except where the failure to comply with any of the foregoing
would not result in a Company Material Adverse Effect; all of the issued
and outstanding shares of capital stock of each Significant Subsidiary has
been duly authorized and is validly issued, fully paid and non-assessable
and is 100% owned by the Company, directly or through subsidiaries, free
and clear of any security interest, mortgage, pledge, lien, encumbrance,
claim or equity; and none of the outstanding shares of capital stock of any
Significant Subsidiary was issued in violation of preemptive or other
similar rights of any securityholder of such Significant Subsidiary.
(iii) REGISTRATION STATEMENT AND PROSPECTUS; FILING STATUS. Each of
the Company and Global Funding meet the requirements for use of Form S-3
under the 1933 Act; the Registration Statement (or any Rule 462(b)
Registration Statement) has become effective under the 1933 Act and no stop
order suspending the effectiveness of the Registration Statement (or any
Rule 462(b) Registration Statement) has been issued under the 1933 Act and
no proceedings for that purpose have been instituted or are pending or, to
the knowledge of the Company are contemplated by the Commission, and any
request on the part of the Commission for additional information has been
complied with; the form of Indenture has been duly qualified under the 1939
Act; the form of Funding Note Indenture has been duly qualified under the
1939 Act; at the respective times that the Registration Statement
(including any Rule 462(b) Registration Statement) and any post-effective
amendment thereto (including the filing of the Company's most recent Annual
Report on Form 10-K with the Commission) became effective and at each
Representation Date, the Registration Statement (including any Rule 462(b)
Registration Statement) and any amendments thereto complied and will comply
in all material respects with the applicable requirements of the 1933 Act
and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and
the 1939 Act and the 1939 Act Regulations and did not and will not contain
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading; each preliminary prospectus and Prospectus filed as part of
the Registration Statement as originally filed or as part of any amendment
thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so
filed in all material
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respects with the 1933 Act and the 1933 Act Regulations; each preliminary
prospectus and the Prospectus delivered to an Agent for use in connection
with the offering of Notes are identical in all material respects to any
electronically transmitted copies thereof filed with the Commission
pursuant to XXXXX, except to the extent permitted by Regulation S-T; and at
the date hereof, at the date of the Prospectus and each amendment or
supplement thereto and at each Representation Date, neither the Prospectus
nor any amendment or supplement thereto included or will include an untrue
statement of a material fact or omitted or will omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that the representations and warranties in this subsection shall
not apply to (i) statements in or omissions from the Registration Statement
or the Prospectus made in reliance upon and in conformity with information
furnished to the Company in writing by the applicable Agents concerning
such Agents expressly for use in the Registration Statement or the
Prospectus or (ii) the parts of the Registration Statement which constitute
the Statement of Eligibility and Qualification (Form T-1) of the Indenture
Trustee under the 1939 Act.
(iv) INCORPORATED DOCUMENTS. The documents incorporated or deemed
to be incorporated by reference in the Prospectus, at the time they were or
hereafter are filed with the Commission, complied and will comply in all
material respects with the requirements of the 1934 Act and the 1934 Act
Regulations and, when read together with the other information in the
Prospectus, at the date hereof, at the date of the Prospectus and at each
Representation Date, did not and will not include an untrue statement of a
material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading.
(v) INDEPENDENT ACCOUNTANTS. The accountants who certified the
financial statements and any supporting schedules thereto included in the
Registration Statement and the Prospectus are independent public
accountants to the extent required by the 1933 Act and the 1933 Act
Regulations.
(vi) COMPANY FINANCIAL STATEMENTS. The consolidated financial
statements of the Company included in the Registration Statement and the
Prospectus, together with the related schedules and notes, as well as those
financial statements, schedules and notes of any entity included in the
Registration Statement and the Prospectus, present fairly the consolidated
financial position of the Company and its subsidiaries, or such other
entity, as the case may be, at the dates indicated and the consolidated
statement of operations, stockholders' equity and cash flows of the Company
and its subsidiaries, or such other entity, as the case may be, for the
periods specified; such financial statements have been prepared in
conformity with GAAP applied on a consistent basis throughout the periods
involved; the supporting schedules, if any, included in the Registration
Statement and the Prospectus present fairly in accordance with GAAP the
information required to be stated therein; the selected financial data and
the summary financial information included in the Registration Statement
and the Prospectus present fairly the information shown therein and have
been compiled on a basis consistent with that of the audited financial
statements included in the Registration Statement and the Prospectus; and
any pro forma consolidated financial statements of the Company and its
subsidiaries and the related
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notes thereto included in the Registration Statement and the Prospectus
present fairly the information shown therein, have been prepared in
accordance with the Commission's rules and guidelines with respect to pro
forma financial statements and have been properly compiled on the bases
described therein, and the assumptions used in the preparation thereof are
reasonable and the adjustments used therein are appropriate to give effect
to the transactions and circumstances referred to therein.
(vii) NO MATERIAL CHANGES. Since the respective dates as of which
information is given in the Registration Statement and the Prospectus,
except as otherwise stated therein, (1) there has been no event or
occurrence that would result in a Company Material Adverse Effect and (2)
there have been no transactions entered into by the Company or any of its
Significant Subsidiaries, other than those in the ordinary course of
business, which are material with respect to the Company and its
subsidiaries considered as one enterprise.
(viii) AUTHORIZATION OF THIS AGREEMENT AND EACH FUNDING AGREEMENT.
This Agreement has been and each Funding Agreement when issued will be duly
authorized, executed and delivered by the Company and will be a valid and
legally binding agreement of the Company, enforceable against the Company
in accordance with its terms, except as enforcement thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally or by general
equitable principles (regardless of whether enforcement is considered in a
proceeding in equity or at law).
(ix) ABSENCE OF DEFAULTS AND CONFLICTS. Neither the Company nor
any of its subsidiaries is in violation of the provisions of its charter or
by-laws or in default in the performance or observance of any obligation,
agreement, covenant or condition contained in any contract, indenture,
mortgage, deed of trust, loan or credit agreement, note, lease or other
agreement or instrument to which the Company or any of its subsidiaries is
a party or by which it or any of them may be bound or to which any of the
property or assets of the Company or any of its subsidiaries is subject
(collectively, "COMPANY AGREEMENTS AND INSTRUMENTS"), except for such
defaults that would not result in a Company Material Adverse Effect; the
execution, delivery and performance of this Agreement, each Funding
Agreement and any other agreement or instrument entered into or issued or
to be entered into or issued by the Company in connection with the
transactions contemplated in the Prospectus, the consummation of the
transactions contemplated in the Prospectus (including the issuance and
sale of the Notes and the use of the proceeds therefrom as described in the
Prospectus) and the compliance by the Company with its obligations
thereunder have been duly authorized by all necessary corporate action and
do not and will not, whether with or without the giving of notice or
passage of time or both, conflict with or constitute a breach of, or
default or event or condition which gives the holder of any note, debenture
or other evidence of indebtedness (or any person acting on such holder's
behalf) the right to require the repurchase, redemption or repayment of all
or a portion of such indebtedness by the Company or any of its Significant
Subsidiaries under, or result in the creation or imposition of any lien,
charge or encumbrance upon any assets, properties or operations of the
Company or any of its subsidiaries pursuant to, any Company Agreements and
Instruments, nor will such
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action result in any violation of the provisions of the charter, articles
or by-laws of the Company or any of its subsidiaries or any applicable law,
statute, rule, regulation, judgment, order, writ or decree of any
government, government instrumentality or court, domestic or foreign,
having jurisdiction over the Company or any of its subsidiaries or any of
their assets, properties or operations.
(x) ABSENCE OF PROCEEDINGS. There is no action, suit, proceeding,
inquiry or investigation before or brought by any court or governmental
agency or body, domestic or foreign, now pending, or to the knowledge of
the Company threatened, against or affecting the Company which is required
to be disclosed in the Registration Statement and the Prospectus (other
than as stated therein), or which may reasonably be expected to result in a
Company Material Adverse Effect, or which may reasonably be expected to
materially and adversely affect the assets, properties or operations
thereof, the performance by the Company of its obligations under this
Agreement and the other Program Documents or the consummation of the
transactions contemplated in the Prospectus; and the aggregate of all
pending legal or governmental proceedings to which the Company is a party
or of which any of its assets, properties or operations is the subject
which are not described in the Registration Statement and the Prospectus,
including ordinary routine litigation incidental to the business, may not
reasonably be expected to result in a Company Material Adverse Effect.
(xi) POSSESSION OF LICENSES AND PERMITS. The Company and its
subsidiaries possess such permits, licenses, approvals, consents and other
authorizations (collectively, "COMPANY GOVERNMENTAL LICENSES") issued by
the appropriate federal, state, local or foreign regulatory agencies or
bodies necessary to conduct the business now operated by them; the Company
and its subsidiaries are in compliance with the terms and conditions of all
such Company Governmental Licenses, except where the failure so to comply
would not, singly or in the aggregate, result in a Company Material Adverse
Effect; all of the Company Governmental Licenses are valid and in full
force and effect, except where the invalidity of such Company Governmental
Licenses or the failure of such Company Governmental Licenses to be in full
force and effect would not result in a Company Material Adverse Effect; and
neither the Company nor any of its subsidiaries has received any notice of
proceedings relating to the revocation or modification of any such Company
Governmental Licenses which, singly or in the aggregate, if the subject of
an unfavorable decision, ruling or finding, would result in a Company
Material Adverse Effect.
(xii) NO FILINGS, REGULATORY APPROVALS ETC. Other than the filing
of the applicable financing statements, if any, no filing with, or
approval, authorization, consent, license, registration, qualification,
order or decree of, any court or governmental authority or agency, domestic
or foreign, is necessary or required for the due authorization, execution
and delivery by the Company of this Agreement, each Funding Agreement or
the Program Documents or for the performance by the Company of the
transactions contemplated in this Agreement, each Funding Agreement, the
Program Documents or the Prospectus, except such as have been previously
made, obtained or rendered, as applicable.
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(xiii) INVESTMENT COMPANY ACT. None of the Company, Global Funding
and the relevant Issuing Trust is, and upon the sale of the Funding
Agreements, the Funding Notes and Notes as contemplated by the Programs and
the application of the net proceeds therefrom as described in the
Prospectus, will be, an "investment company" within the meaning of the
Investment Company Act of 1940, as amended (the "1940 ACT").
(xiv) ABSENCE OF DEFAULT UNDER EACH FUNDING AGREEMENT. There exists
no event or circumstance which does or may (with the passing of time, the
giving of notice, the making of any determination, or any combination
thereof) be reasonably expected to constitute an event of default under any
outstanding Funding Agreement.
(xv) FUNDING AGREEMENT LISTED ON ANY STOCK EXCHANGE. If specified
in a Pricing Supplement, the Funding Agreement described in such Pricing
Supplement shall be listed on the securities exchange designated in such
Pricing Supplement.
(b) ADDITIONAL CERTIFICATIONS. Any certificate signed by any officer of
the Company and delivered to one or more Agents or to counsel for the Agents in
connection with an offering of Notes by an Issuing Trust to one or more Agents
as principal or through an Agent as agent shall be deemed a representation and
warranty by the Company to such Agent(s) as to the matters covered thereby on
the date of such certificate and, unless subsequently amended or supplemented,
at each Representation Date subsequent thereto.
SECTION 2. COVENANTS OF THE COMPANY.
The Company covenants and agrees with each Agent as follows:
(a) NOTICE OF CERTAIN EVENTS. The Company with respect to the
Registration Statement and Prospectus will notify the Agents immediately, and
confirm such notice in writing of (i) the effectiveness of any post-effective
amendment to the Registration Statement or the filing of any amendment or
supplement to the Prospectus (other than any amendment or supplement thereto
providing solely for the determination of the variable terms of the Notes), (ii)
the receipt of any comments from the Commission, (iii) any request by the
Commission for any amendment to the Registration Statement or any amendment or
supplement to the Prospectus or for additional information, or (iv) the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement or Form 10, or of any order preventing or suspending the
use of any preliminary prospectus or Prospectus, or of the initiation of any
proceedings for that purpose. With respect to the Registration Statement, the
Company will make every reasonable effort to prevent the issuance of any stop
order and, if any stop order is issued, to obtain the lifting thereof at the
earliest possible moment.
(b) FILING OR USE OF AMENDMENTS. The Company will give each Agent
advance notice of its intention to file or prepare any additional registration
statement with respect to the registration of additional Funding Agreements, any
amendment to the Registration Statement (including any filing under Rule 462(b)
of the 1933 Act Regulations) or any amendment or supplement to the prospectus
included in the Registration Statement at the time it became effective or to the
Prospectus (other than an amendment or supplement thereto providing solely for
the determination of the variable terms of the Notes), whether pursuant to the
1933 Act, the
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1934 Act or otherwise, will furnish to such Agents copies of any such document a
reasonable amount of time prior to such proposed filing or use, as the case may
be, and will not file any such document to which an Agent or counsel for the
Agents shall object.
(c) DELIVERY OF THE REGISTRATION STATEMENT. The Company has furnished to
the Agents and to counsel for the Agents, without charge, signed and conformed
copies of the Registration Statement as originally filed and of each amendment
thereto (including exhibits filed therewith or incorporated by reference therein
and documents incorporated or deemed to be incorporated by reference therein)
and signed and conformed copies of all consents and certificates of experts. The
Registration Statement and each amendment thereto furnished to an Agent will be
identical in all material respects to any electronically transmitted copies
thereof filed with the Commission pursuant to XXXXX, except to the extent
permitted by Regulation S-T.
(d) DELIVERY OF THE PROSPECTUS. Pursuant to the Distribution Agreement,
Global Funding will deliver to each Agent, without charge, as many copies of
each preliminary prospectus as such Agent may reasonably request; the Company
hereby consents to the use of such copies for purposes permitted by the 1933
Act.
(e) REVISIONS OF PROSPECTUS -- MATERIAL CHANGES. Except as otherwise
provided in Section 2(i), if at any time during the term of this Agreement any
event shall occur or condition shall exist as a result of which it is necessary,
in the opinion of counsel for the Agents or counsel for the Company to amend the
Registration Statement in order that the Registration Statement will not contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
or to amend or supplement the Prospectus in order that the Prospectus will not
include an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light of
the circumstances existing at the time the Prospectus is delivered to a
purchaser, or if it shall be necessary, in the opinion of any such counsel, to
amend the Registration Statement or amend or supplement the Prospectus in order
to comply with the requirements of the 1933 Act or the 1933 Act Regulations, as
applicable, the Company shall give immediate notice, confirmed in writing, to
the Agents to cease the solicitation of offers for the purchase of Notes in
their capacity as agent and to cease sales of any Notes they may then own as
principal, and the Company will promptly prepare and file with the Commission,
subject to Section 2(b) hereof, such amendment or supplement as may be necessary
to correct such statement or omission or to make the Registration Statement and
Prospectus comply with such requirements, and the Company will furnish to the
Agents, without charge, such number of copies of such amendment or supplement as
the Agents may reasonably request. In addition, the Company will comply with the
1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations so
as to permit the completion of the distribution of each offering of Notes.
(f) PERIODIC FINANCIAL INFORMATION. Except as otherwise provided in
Section 2(i), on or prior to the date on which there shall be released to the
general public interim financial statement information related to the Company
with respect to each of the first three quarters of any fiscal year or
preliminary financial statement information with respect to any fiscal year, the
Company shall furnish such information to the Agents, confirmed in writing.
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(g) AUDITED FINANCIAL INFORMATION. Except as otherwise provided in
Section 2(i), on or prior to the date on which there shall be released to the
general public financial information included in or derived from the audited
consolidated financial statements of the Company for the preceding fiscal year,
the Company shall furnish such information to the Agents, confirmed in writing.
(h) REPORTING REQUIREMENTS. The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will
file, and will cause to be filed, all documents required to be filed with the
Commission pursuant to the 1934 Act within the time periods prescribed by the
1934 Act and the 1934 Act Regulations.
(i) SUSPENSION OF CERTAIN OBLIGATIONS. The Company shall not be required
to comply with the provisions of Sections 2(e), 2(f) or 2(g) during any period
commencing from the time (i) the Agents shall have suspended solicitation of
offers for the purchase of Notes in their capacity as agents pursuant to a
request from Global Funding or any Issuing Trust pursuant to the Distribution
Agreement and (ii) no Agent shall then hold any Notes purchased from any Issuing
Trust as principal, and ending at the time Global Funding and the applicable
Issuing Trust shall determine that solicitation of offers for the purchase of
Notes should be resumed or an Agent shall subsequently purchase Notes from an
Issuing Trust as principal.
(j) EARNINGS STATEMENTS. The Company will timely file such reports
pursuant to the 1934 Act and the 1934 Act Regulations, as are necessary in order
to make generally available to its securityholders as soon as practicable an
earnings statement for the purposes of, and to provide the benefits contemplated
by, the last paragraph of Section 11(a) of the 1933 Act.
(k) USE OF PROCEEDS. The Company will use the net proceeds received by
it from the issuance and sale of the Funding Agreements in the manner specified
in the Prospectus.
(l) AUTHORIZATION TO ACT ON BEHALF OF THE COMPANY. The Company will,
from time to time, without request, deliver to the Agents a certificate as to
the names and signatures of those persons authorized to act on behalf of the
Company in relation to the Programs if such information has changed.
(m) RESTRICTIONS ON THE OFFER AND SALE OF FUNDING AGREEMENTS. Except in
connection with the Retail Program and as otherwise agreed, the Company shall
not issue or agree to issue, during the period commencing on the date of the
agreement of an Agent(s) to purchase Notes as principal or solicit offers for
the purchase of Notes as agent and continuing to and including the Settlement
Date with respect to such Notes, any Funding Agreement or similar agreement for
the purpose of supporting the issuance by a special purpose entity of securities
substantially similar to such Notes to the same potential investors (other than
any Funding Agreement issued or to be issued to the relevant Issuing Trust in
connection with the Notes to be offered and/or sold to or through such Agents),
in each case without prior notice to the applicable Agent(s). Notwithstanding
the foregoing, the Company shall be permitted to issue or agree to issue, during
the aforementioned time period, Funding Agreements or similar agreements to
Allstate Life Funding, LLC.
(n) BLUE SKY QUALIFICATIONS. The Company shall endeavor to qualify the
Funding Agreements for offer and sale under the securities or blue sky laws of
such jurisdictions as the
10
Agents shall reasonably request and to maintain such qualifications for as long
as such Agents shall reasonably request.
SECTION 3. COVENANTS OF THE AGENTS.
(a) The Agents shall comply with all of their obligations under the
Distribution Agreement.
(b) The Agents shall not agree to any amendment or modification of the
Distribution Agreement without the prior written consent of the Company.
SECTION 4. ADDITIONAL COVENANTS OF THE COMPANY.
The Company further covenants and agrees with each Agent as follows:
(a) REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. Each acceptance by
Global Funding and an Issuing Trust of an offer for the purchase of Notes
(whether to one or more Agents as principal or through one or more Agents as
agent), and each delivery of its Notes (whether to one or more Agents as
principal or through an Agent as agent) shall be deemed to be an affirmation
that the representations and warranties of the Company contained in any
certificate theretofore delivered to such Agent pursuant hereto are true and
correct at the time of such acceptance or sale, as the case may be, and an
undertaking that such representations and warranties will be true and correct at
the time of delivery to such Agent(s) or to the purchaser or its agent, as the
case may be, of the Notes relating to such acceptance or sale, as the case may
be, as though made at and as of each such time (it being understood that such
representations and warranties shall relate to the Registration Statement and
Prospectus as amended and supplemented to each such time).
(b) SUBSEQUENT DELIVERY OF CERTIFICATES. Each time that (i) the
Registration Statement or Prospectus shall be amended or supplemented (other
than by (A) an amendment or supplement providing solely for the determination of
the variable terms of the Notes and (B) an amendment deemed to have occurred as
a result of a periodic filing by the Company, Global Funding or any Issuing
Trust under the 1934 Act or the 1934 Act Regulations, except any quarterly
report of the Company on Form 10-Q or any annual report of the Company on Form
10-K (any such report, an "SEC PERIODIC REPORT")), (ii) (if required in
connection with the purchase of Notes from an Issuing Trust by one or more
Agents as principal) an Issuing Trust sells Notes to one or more Agents as
principal or (iii) an Issuing Trust sells Notes in a form not previously
certified to the Agents by such Issuing Trust, the Company shall furnish or
cause to be furnished to the Agents, forthwith a certificate dated the date of
filing with the Commission or the date of effectiveness of such amendment or
supplement, as applicable, or the date of such sale, as the case may be, in form
satisfactory to the Agents to the effect that the statements contained in the
certificate referred to in Section 6(d) of the Distribution Agreement which were
last furnished to the Agents are true and correct at the time of the filing or
effectiveness of such amendment or supplement, as applicable, or the time of
such sale, as the case may be, as though made at and as of such time (except
that such statements shall be deemed to relate to the Registration Statement and
the Prospectus as amended and supplemented to such time) or, in lieu
11
of such certificate, a certificate of the same tenor as the certificate referred
to in Section 6(d) of the Distribution Agreement, modified as necessary to
relate to the Registration Statement and the Prospectus as amended and
supplemented to the time of delivery of such certificate (it being understood
that, in the case of clause (ii) above, any such certificate shall also include
a certification that there has been no material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business
prospects of the Company and its subsidiaries considered as one enterprise since
the date of the agreement by such Agent to purchase Notes from the relevant
Issuing Trust as principal); PROVIDED, HOWEVER, that any delivery of
certificates as required by this Section 4(b) due to the filing of an SEC
Periodic Report shall only be required to be delivered prior to the pricing date
for Notes issued immediately after such SEC Periodic Report.
SECTION 5. INDEMNIFICATION.
(a) INDEMNIFICATION OF THE AGENT. The Company agrees to indemnify and
hold harmless each Agent, its directors and officers and each person, if any,
who controls such Agent within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of an untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto) or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to
make the statements therein not misleading, or arising out of an untrue
statement or alleged untrue statement of a material fact included in any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount paid
in settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, provided that (subject to Section
5(d) hereof) any such settlement is effected with the written consent of
the Company; and
(iii) against any and all expense whatsoever, as incurred
(including the fees and disbursements of counsel chosen by such Agent),
reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under
subparagraph (i) or (ii) above;
PROVIDED, HOWEVER, that this indemnity does not apply to any loss, liability,
claim, damage or expense to the extent arising out of (i) an untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company by the Agents
concerning the Agents expressly for use in the
12
Registration Statement (or any amendment thereto) or any preliminary prospectus
or the Prospectus (or any amendment or supplement thereto), (ii) any use of the
Prospectus by the Agents to sell Notes or solicit offers for the purchase of
Notes (x) after such time as the Company shall have provided written notice
pursuant to Section 2(e) hereunder or Global Funding shall have provided written
notice pursuant to Section 4(g) under the Distribution Agreement to the Agents
to cease the sale of Notes and solicitation of offers for the purchase of Notes
and (y) before such time as Global Funding and the Company shall have furnished
the Agents with copies of such amendment or supplement to the Prospectus
pursuant to Section 2(e) hereunder or Section 4(g) of the Distribution Agreement
or (iii) a claim for indemnity made under the Distribution Agreement, only to
the extent such claim has previously been satisfied by the Company pursuant to
the terms of the Distribution Agreement.
(b) INDEMNIFICATION OF THE COMPANY. Each Agent agrees, severally but not
jointly, to indemnify and hold harmless the Company, its directors, officers and
trustees (if applicable) who signed the Registration Statement and each person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act against any and all loss, liability, claim,
damage and expense described in the indemnity contained in Section 5(a) hereof,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto) or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company by such Agent concerning such Agent
expressly for use in the Registration Statement (or any amendment thereto) or
such preliminary prospectus or the Prospectus (or any amendment or supplement
thereto).
(c) ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 5(a) hereof or
Section 9(a) of the Distribution Agreement, counsel to the indemnified parties
shall be selected by the applicable Agent(s) and, in the case of parties
indemnified pursuant to Section 5(b) hereof or Section 9(b) of the Distribution
Agreement, counsel to the indemnified shall be selected by the Company and
Global Funding. An indemnifying party may participate at its own expense in the
defense of any such action; provided, however, that counsel to the indemnifying
party shall not (except with the consent of the indemnified party) also be
counsel to the indemnified party. In no event shall the indemnifying parties
(collectively with any other indemnifying parties in connection with the
Distribution Agreement), whether such indemnity is claimed hereunder or under
the Distribution Agreement, be liable for fees and expenses of more than one
counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties 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.
No indemnifying party under this Agreement or the Distribution Agreement,
shall, without the prior written consent of the indemnified parties under this
Agreement and the Distribution Agreement, settle or compromise or consent to the
entry of any judgment with
13
respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this
Section 5 or Section 6 hereof (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.
(d) SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If at any time
an indemnified party shall have requested in writing an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 5(a)(ii) effected without its written consent if
(i) such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement.
SECTION 6. CONTRIBUTION.
If the indemnification provided for in Section 5 hereof is for any reason
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, liabilities, claims, damages or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount of such
losses, liabilities, claims, damages and expenses incurred by such indemnified
party, as incurred, (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company, on one hand, and the applicable
Agent(s), on the other hand, from the offering of the Notes that were the
subject of the claim for indemnification or (ii) if the allocation provided by
clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company, on one hand, and the
applicable Agent(s), on the other hand, in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company, on the one hand, and the
applicable Agent(s), on the other hand, in connection with the offering of the
Notes that were the subject of the claim for indemnification shall be deemed to
be in the same respective proportions as the total net proceeds from the
offering of such Notes (before deducting expenses) received by the Company and
the total discount or commission received by the applicable Agent(s), as the
case may be, bears to the aggregate initial offering price of such Notes.
The relative fault of the Company, on one hand, and the applicable
Agent(s), on the other hand, shall be determined by reference to, among other
things, whether any untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Company, on one hand, or by the applicable Agent(s), on the
other hand, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
14
The parties agree that it would not be just and equitable if contribution
pursuant to this Section 6 were determined by pro rata allocation (even if the
Agents were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this Section 6. The aggregate amount of losses, liabilities, claims,
damages and expenses incurred by an indemnified party and referred to above in
this Section 6 shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any
applicable untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding the provisions of this Section 6, (i) no Agent shall be
required to contribute any amount in excess of the amount by which the total
discount or commission received by such Agent in connection with the offering of
the Notes that were the subject of the claim for indemnification exceeds the
amount of any damages which such Agent has otherwise been required to pay by
reason of any applicable untrue or alleged untrue statement or omission or
alleged omission and (ii) no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. In addition, in connection with an offering of Notes
purchased from an Issuing Trust by two or more Agents as principal, the
respective obligations of such Agents to contribute pursuant to this Section 6
are several, and not joint, in proportion to the aggregate principal amount of
Notes that each such Agent has agreed to purchase from such Issuing Trust.
For purposes of this Section 6, each director, officer and person, if any,
who controls an Agent within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
Agent, and each director, officer and trustee (if applicable) of the Company,
and each person, if any, who controls the Company within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Company.
SECTION 7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.
All representations, warranties and agreements contained in this Agreement,
in certificates submitted pursuant hereto shall remain operative and in full
force and effect, regardless of any investigation made by or on behalf of the
Agents or any controlling person of the Agents, or by or on behalf of the
Company, and shall survive each delivery of and payment for the Notes.
SECTION 8. TERMINATION.
(a) TERMINATION OF THIS AGREEMENT. This Agreement shall terminate as
follows:
(i) With respect to all Agents, automatically and simultaneously
with the termination of the Distribution Agreement with respect to all
Agent(s) (such termination shall be effective immediately);
15
(ii) With respect to all Agents, at any time at the option of the
Company, if the Distribution Agreement is amended or supplemented without
the Company's prior written consent (such termination shall be effective
immediately upon exercise of such option);
(iii) With respect to the applicable Agent(s), at any time at the
option of the Company, if any use of the Prospectus by the applicable
Agent(s) to sell Notes or solicit offers for the purchase of Notes occurs
(x) after such time as the Company shall have provided written notice
pursuant to Section 2(e) hereunder or Global Funding shall have provided
written notice pursuant to Section 4(g) of the Distribution Agreement to
the applicable Agent(s) to cease the sale of Notes and solicitation of
offers for the purchase of Notes and (y) before such time as the Company
shall have furnished the applicable Agent(s) with copies of such amendment
or supplement to the Prospectus pursuant to Section 2(e) hereunder or
Section 4(g) of the Distribution Agreement (such termination shall be
effective immediately upon exercise of such option); or
(iv) With respect to the applicable Agent(s), at any time at the
option of the Company, if the applicable Agent(s) is added or deleted as a
party to this Agreement without the prior written consent of the Company
(such termination shall be effective immediately upon exercise of such
option).
(b) GENERAL. In the event of any such termination, neither party will
have any liability to the other party hereto, except that (i) the applicable
Agent(s) shall be entitled to any commissions earned in accordance with the
Distribution Agreement, (ii) if at the time of termination (a) any applicable
Agent shall own any Notes purchased by it from an Issuing Trust as principal or
(b) an offer to purchase any of the Notes has been accepted by an Issuing Trust
but the time of delivery to the purchaser or his agent of such Notes relating
thereto has not occurred, the covenants set forth in Sections 2 and 4 hereof
shall remain in effect until such Notes are so resold or delivered, as the case
may be, and (iii) the covenant set forth in Section 2(j) hereof, the indemnity
and contribution agreements set forth in Sections 5 and 6 hereof, and the
provisions of Sections 7, 10 and 11 hereof shall remain in effect.
SECTION 9. NOTICES.
Unless otherwise provided herein, all notices required under the terms and
provisions hereof shall be in writing, either delivered by hand, by mail or by
telex, telecopier or telegram, and any such notice shall be effective when
received at the address specified below.
If to the Company:
Allstate Life Insurance Company
0000 Xxxxxxx Xxxx, Xxxxx X0X
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Assistant Vice President, Institutional Markets
Telecopy No.: (000) 000-0000
If to the Agents:
16
To each Agent at the address specified in SCHEDULE 1 to the
Distribution Agreement.
or at such other address as such party may designate from time to time by notice
duly given in accordance with the terms of this Section 9.
SECTION 10. PARTIES.
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors. Nothing expressed or mentioned
in this Agreement is intended or shall be construed to give any person, firm or
corporation, other than the parties hereto and their respective successors and
the controlling persons, officers and directors referred to in Sections 5 and 6
hereof and their heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the parties hereto and their
respective successors, and said controlling persons, officers and directors and
their heirs and legal representatives, and for the benefit of no other person,
firm or corporation. No purchaser of Notes shall be deemed to be a successor by
reason merely of such purchase.
SECTION 11. GOVERNING LAW; FORUM.
PURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK, THIS AGREEMENT AND ALL THE RIGHTS AND OBLIGATIONS OF THE PARTIES SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. ANY SUIT, ACTION OR
PROCEEDING BROUGHT BY THE COMPANY AGAINST ANY AGENT IN CONNECTION WITH OR
ARISING UNDER THIS AGREEMENT SHALL BE BROUGHT SOLELY IN THE STATE OR FEDERAL
COURT OF APPROPRIATE JURISDICTION LOCATED IN THE BOROUGH OF MANHATTAN, THE CITY
OF NEW YORK.
SECTION 12. EFFECT OF HEADINGS.
The Article and Section headings herein are for convenience only and shall
not affect the construction hereof.
SECTION 13. Counterparts.
This Agreement may be executed in one or more counterparts and, if executed
in more than one counterpart, the executed counterparts hereof shall constitute
a single instrument.
SECTION 14. AMENDMENTS.
This Agreement may be amended or supplemented if, but only if, such
amendment or supplement is in writing and is signed by the Company and the
Agents. In accordance with the Distribution Agreement, Global Funding may from
time to time nominate any institution as a
17
new Agent under the Distribution Agreement either in respect of the Programs
generally or in relation only to the Notes of a particular Issuing Trust, and
upon such nomination, if not already executed, such Agent(s) will execute a
counterpart of this Agreement.
SECTION 15. SEPARATE NATURE OF EACH ISSUING TRUST.
The Agents agree and acknowledge that, as a separate and distinct special
purpose statutory trusts, the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to a particular
Issuing Trust, including such Issuing Trust's obligations under this Agreement
and the applicable Terms Agreement, will be enforceable only against such
Issuing Trust and not against any other Issuing Trust.
*** SIGNATURE PAGES FOLLOW ***
18
If the foregoing is in accordance with the Agents' understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this Agreement, along with all counterparts, will become a binding agreement by
and between the Agents and the Company in accordance with its terms.
Very truly yours,
ALLSTATE LIFE INSURANCE COMPANY
By:
-----------------------------
Name:
Title:
CONFIRMED AND ACCEPTED,
as of the date first above written:
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By:
-------------------------
Authorized Signatory
X.X. XXXXXXX & SONS, INC.
By:
-------------------------
Authorized Signatory
BANC OF AMERICA SECURITIES LLC
By:
-------------------------
Authorized Signatory
*SIGNATURE PAGE TO REPRESENTATIONS AND INDEMNITY AGREEMENT, PART 1 OF 3*
BANC ONE CAPITAL MARKETS, INC.
By:
-------------------------
Authorized Signatory
BARCLAYS CAPITAL INC.
By:
-------------------------
Authorized Signatory
CITIGROUP GLOBAL MARKETS INC.
By:
-------------------------
Authorized Signatory
CREDIT SUISSE FIRST BOSTON LLC
By:
-------------------------
Authorized Signatory
DEUTSCHE BANK SECURITIES INC.
By:
-------------------------
Authorized Signatory
XXXXXXX, XXXXX & CO.
By:
-------------------------
Authorized Signatory
*SIGNATURE PAGE TO REPRESENTATIONS AND INDEMNITY AGREEMENT, PART 3 OF 3*
X.X. XXXXXX SECURITIES INC.
By:
-------------------------
Authorized Signatory
XXXXXX BROTHERS INC.
By:
-------------------------
Authorized Signatory
XXXXXX XXXXXXX & CO. INCORPORATED
By:
-------------------------
Authorized Signatory
UBS SECURITIES LLC
By:
-------------------------
Authorized Signatory
By:
-------------------------
Authorized Signatory
WACHOVIA SECURITIES L.L.C.
By:
-------------------------
Authorized Signatory
*SIGNATURE PAGE TO REPRESENTATIONS AND INDEMNITY AGREEMENT, PART 3 OF 3*
