EXHIBIT 10.5
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STANDARD SUPPORT AND EXPENSES AGREEMENT TERMS
with respect to
ALLSTATE LIFE GLOBAL FUNDING TRUSTS
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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
REPRESENTATIONS AND WARRANTIES
SECTION 2.1 Representations and Warranties...................................................4
ARTICLE 3
SUPPORT OBLIGATIONS
SECTION 3.1 Payment of Support Obligations...................................................5
SECTION 3.2 Amended or Additional Arrangements...............................................6
SECTION 3.3 Waiver of Notice.................................................................6
SECTION 3.4 No Impairment....................................................................6
SECTION 3.5 Enforcement......................................................................6
SECTION 3.6 Subrogation......................................................................7
SECTION 3.7 Actions; Notification............................................................7
SECTION 3.8 Settlement Without Consent.......................................................8
SECTION 3.9 Third Party Beneficiaries........................................................8
ARTICLE 4
GENERAL PROVISIONS
SECTION 4.1 Binding Effect...................................................................8
SECTION 4.2 Amendments; Assignments..........................................................8
SECTION 4.3 Term of Support Agreement........................................................8
SECTION 4.4 Notices..........................................................................8
SECTION 4.5 Governing Law....................................................................9
SECTION 4.6 Consent to Jurisdiction..........................................................9
SECTION 4.7 Waiver of Jury Trial............................................................10
SECTION 4.8 Counterparts....................................................................10
SECTION 4.9 Severability....................................................................10
SECTION 4.10 Entire Agreement................................................................10
SECTION 4.11 No Waiver.......................................................................10
SECTION 4.12 Remedies Cumulative.............................................................10
SECTION 4.13 Limitation of Delaware Trustee Liability........................................10
EXHIBIT A Notice of Obligation...........................................................A-1
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This document constitutes the Standard Support and Expenses Agreement
Terms, which will be incorporated by reference in, and form a part of, the
Support Agreement (as defined below) by and between Allstate Life Insurance
Company, an Illinois stock life insurance company (including any successor,
"Allstate Life") and the Trust (as defined below).
These Standard Support and Expenses Terms shall be of no force and effect
unless and until incorporated by reference in and then only to the extent not
modified by, the Support Agreement.
The following terms and provisions shall govern the reimbursement
arrangement and terms of indemnity with respect to the Trust, subject to
contrary terms and provisions expressly adopted in the Support Agreement, which
contrary terms shall be controlling.
ARTICLE I
DEFINITIONS; OTHER DEFINITIONAL PROVISIONS
SECTION 1.1 Definitions. The following terms, as used in the Support
Agreement, have the following meanings:
"Additional Amounts" has the meaning set forth in the Indenture.
"Administrative Services Agreement" means that certain Administrative
Services Agreement included in Part B of the Series Instrument, by and between
the Trust and the Administrator, as the same may be amended, supplemented,
modified, restated or replaced from time to time.
"Administrator" means the party named as such in the Administrative
Services Agreement, and its successors.
"Agents" has the meaning set forth in the Distribution Agreement.
"Allstate Life" has the meaning ascribed in the introductory paragraph.
"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
Xxxx County, State of Illinois, are open for business.
"Coordination Agreement" means that certain Coordination Agreement included
in Part F of the Series Instrument, among the Trust and the other parties
specified therein, as the same may be amended, supplemented, modified, restated
or replaced from time to time.
"Delaware Trustee" means the party named as such in the Trust Agreement,
not in its individual capacity but solely as trustee of the Trust, and its
successors.
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"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 the Trust
to make any payment in accordance with the terms of the Funding Note or the
Notes, (ii) any obligation or expense of Global Funding or the Trust to the
extent that such obligation or expense has actually been paid utilizing funds
from payments under the Funding Agreement(s) or the 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) the Funding Note or the Notes are, or are deemed to be, (1)
participations in the Funding Agreement(s) or (2) contracts of insurance, or (b)
the offer, purchase, sale or transfer of the Funding Notes or the Notes, or the
pledge and collateral assignment of, or the grant of a security interest in, the
Funding Agreement(s), (1) constitute the conduct of the business of insurance or
reinsurance in any jurisdiction or (2) require Global Funding, the 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(s), the Funding Note or the Notes, or (viii) any obligation to
pay Additional Amounts.
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" means each funding agreement issued by Allstate Life to
Global Funding, which is immediately pledged and collaterally assigned by Global
Funding to the Funding Note Indenture Trustee, and immediately thereafter
assigned absolutely to, and deposited into, the Trust by Global Funding, as the
same may be amended, supplemented, modified, restated or replaced from time to
time.
"Funding Note" has the meaning set forth in the Funding Note Indenture.
"Funding Note Indenture" means that certain Funding Note Indenture included
in Part H of the Series Instrument, 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" means the party specified as such in the
Funding Note Indenture, solely as the Funding Note Indenture Trustee, and its
successors.
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"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 that certain Indenture included in Part G of the Series
Instrument, among the Trust and the other parties specified therein, as the same
may be amended, supplemented, modified, restated or replaced from time to time.
"Indenture Trustee" means the party specified as such in the Indenture,
solely as the Indenture Trustee, and its successors.
"Name Licensing Agreement" means that certain Name Licensing Agreement
included in Part D of the Series Instrument, as the same may be amended,
supplemented, modified, restated or replaced from time to time.
"Notes" has the meaning ascribed in the Indenture.
"Notice of Obligation" means the instrument evidencing a Support Obligation
of the Trust in, or substantially in, the form attached as Exhibit A.
"Proceeding" has the meaning ascribed in Section 3.7(a).
"Program" means the program for the issuance, from time to time, of secured
medium term notes of the Allstate Life Global Funding Trusts.
"Series Instrument" means the Series Instrument of the Trust, pursuant to
which the Administrative Services Agreement, the Coordination Agreement, the
Funding Note Indenture, the Indenture, the Name Licensing Agreement, the Support
Agreement, the Terms Agreement and the Trust Agreement 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, the Funding Note
Indenture Trustee, the Indenture Trustee, the Administrator and any other agent
or provider of services to the Trust (other than the Agents), in each case
acting in such capacity with respect to the Notes.
"Support Agreement" means the Support and Expenses Agreement with respect
to the Trust included in Part C of the Series Instrument, as the same may be
amended, supplemented, modified, restated or replaced from time to time, which
Support Agreement incorporates by reference these Standard Support and Expenses
Agreement Terms.
"Support Obligations" means any and all (i) reasonable costs and expenses
reasonably incurred (including the reasonable fees and expenses of counsel),
relating to
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the offering, sale and issuance of the Notes by the Trust and (ii) costs,
expenses and taxes of the Trust; in each case except the Excluded Amounts.
"Terms Agreement" means that certain Terms Agreement related to the
offering of the Notes included in Part E of the Series Instrument, by and among
Global Funding, the Trust and each Agent named therein, which will incorporate
by reference the terms of the Distribution Agreement.
"Trust" means the Allstate Life Global Funding Trust specified in the
Series Instrument, together with its permitted successors and assigns.
"Trust Agreement" means that certain Trust Agreement included in Part A of
the Series Instrument, pursuant to which the Trust is created.
SECTION 1.2 Other Definitional Provisions. For all purposes of the 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 the Support Agreement or the
intent of the parties to the Support Agreement; and
(d) capitalized terms not otherwise defined in the Support Agreement will
have the respective meanings set forth in the Indenture.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
SECTION 2.1 Representations and Warranties. Each party to the Support
Agreement represents and warrants to the other that as of the date of the
Support Agreement:
(a) it has the power to enter into the Support Agreement and to consummate
the transactions contemplated by the Support Agreement;
(b) it has duly authorized, executed and delivered the Support Agreement;
(c) assuming the due authorization, execution and delivery of the Support
Agreement by the other party, the Support Agreement constitutes a
legal, valid and binding obligation of the representing party;
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(d) the 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 the Support Agreement, consummation by
it of the transactions contemplated by the Support Agreement and the
performance of its obligations under the 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 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 the 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
the Trust against, and pay, all Support Obligations and (ii) without
duplication, indemnify each Service Provider against, and pay, all
Support Obligations due and payable by the Trust 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 the Support Agreement.
(b) Allstate Life agrees to pay any amount due under the Support Agreement
in the currency in which the related Support Obligation originated.
(c) Allstate Life and the Trust 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 the Trust in the Support
Agreement shall be discharged, by the payment by Allstate Life, at the
order of the Trust, to the account of the person to whom such Support
Obligation is owed, as specified in the applicable Notice of
Obligation.
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SECTION 3.2 Amended or Additional Arrangements. The Trust 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
Section 3.1 and, except as otherwise provided in the 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 the 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 the
Trust to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Trust with respect to any Support Obligation
or any action on the part of the Trust 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, the
Trust or any of the assets of the Trust;
(d) the existence of any claim, set-off or other rights that Allstate Life
may have at any time against the Trust; provided, that nothing in the
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 the Trust 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
the 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
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any action be brought against any Person prior to the assertion of a claim under
the Support Agreement.
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 the Trust in respect of such Support Obligation;
and
(b) the Trust 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 the
Trust.
SECTION 3.7 Actions; Notification.
(a) The Trust 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 the Trust that may give rise to any Support Obligation (each,
a "Proceeding"), but the Trust's failure to so notify Allstate Life
shall not relieve Allstate Life from any liability which it may have
otherwise under the 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 the Trust in any Proceeding that could give rise to any Support
Obligation, and if it so elects, Allstate Life shall select counsel
reasonably acceptable to the Trust to represent the Trust in such
Proceeding and pay the fees and expenses of such counsel. In any
Proceeding, the Trust 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 the Trust 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 the Trust, and representation of both
parties by the same counsel would be 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 the Trust in connection with any
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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. The Trust 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 the Support Agreement, subject to the limitations on such
indemnity provided in the Support Agreement. No other Person shall have any
legal or equitable right, remedy or claim under or in respect of the Support
Agreement or any covenants, conditions or provisions contained in the Support
Agreement.
ARTICLE 4
GENERAL PROVISIONS
SECTION 4.1 Binding Effect. All obligations, covenants, agreements and
duties contained in the Support Agreement shall bind the permitted successors
and assigns, and receivers, trustees and representatives of each of Allstate
Life and the Trust.
SECTION 4.2 Amendments; Assignments.
(a) The Support Agreement will not be amended, supplemented, modified,
restated or replaced in any manner, except with the unanimous written
consent of the Trust, Allstate Life, the Administrator, the Delaware
Trustee and the Indenture Trustee.
(b) Neither the Support Agreement nor any title, right or interest in the
Support Agreement may be sold, transferred, assigned, hypothecated or
alienated in any manner whatsoever, except with the express written
consent of the Trust and Allstate Life.
SECTION 4.3 Term of Support Agreement. The Support Agreement shall
terminate and be of no further force and effect upon the later of (a) the date
on which full payment has been made of all amounts payable to each Holder in
accordance with the terms of the Notes, whether upon maturity, redemption or
otherwise, and (b) the date on which the Trust Agreement and the Trust created
by the Trust Agreement terminate. Unless and until the Support Agreement is
terminated as specified in this Section 4.3, the 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 the Support Agreement
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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 the Trust, to:
c/o AMACAR Pacific Corp.
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
Facsimile: (000) 000-0000
If to Allstate Life, to:
Allstate Life Insurance Company
0000 Xxxxxxx Xxxx, Xxxxx X0X
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Assistant Vice President, Institutional Markets
Facsimile: (000) 000-0000
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, the 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 the 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 the Support Agreement or the
transactions contemplated by the Support Agreement. Each party to the 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 the Support
Agreement consents to process being served in any suit, action or proceeding
with respect to the Support Agreement, or any document delivered pursuant to the
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 the 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 the Support Agreement to
bring suit in the courts of any other jurisdiction.
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SECTION 4.7 Waiver of Jury Trial. Each of the parties to the 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 the Support
Agreement or any claims or transactions in connection with the Support
Agreement. Each of the parties to the 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. The Support Agreement and any amendments,
supplements, modifications, restatements or replacements of the Support
Agreement, or waivers or consents to the Support Agreement, may be executed in
any number of counterparts, and by parties to the 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. The Support Agreement shall become
effective upon the execution of a counterpart by each of the parties to the
Support Agreement.
SECTION 4.9 Severability. In the event any provision or obligation of the
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. The 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 the
Support Agreement to exercise, and no delay in exercising, and no course of
dealing with respect to, any right, power or privilege under the 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.
SECTION 4.12 Remedies Cumulative. No right, power or remedy of the parties
under the 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 the Support Agreement to the contrary, it is expressly understood
and agreed by the parties that (a) the 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 Trust Agreement, (b) each of the
representations, undertakings and agreements in the Support Agreement made on
the part of the Trust is made and intended not as personal representations,
undertakings and agreements by Wilmington Trust Company, but is made and
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intended for the purpose of binding only the Trust, (c) nothing contained in the
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 the Support Agreement, all such liability, if any, being
expressly waived by the parties to the Support Agreement and by any person
claiming by, through or under the parties to the Support Agreement and (d) under
no circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expenses of the Trust or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or
undertaken by the Trust under the Support Agreement or any other related
documents.
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EXHIBIT A
NOTICE OF OBLIGATION
DATE: -
BY [HAND OR OVERNIGHT] DELIVERY AND/OR FACSIMILE
Allstate Life Insurance Company
Office of the General Counsel
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Telephone: -
Facsimile: -
Ladies and Gentlemen:
Reference is hereby made to the Support and Expenses Agreement dated as of
- (the "Support Agreement") entered into between Allstate Life Insurance
Company, an Illinois stock life insurance company ("Allstate Life") and Allstate
Life Global Funding Trust -, a statutory trust organized under the laws of
the State of Delaware (the "Trust"). Capitalized terms used in this notice (this
"Notice of Obligation") and not otherwise defined have the respective meanings
ascribed in the Support Agreement.
The Trust hereby represents to Allstate Life that:
(a) on -, the Trust 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.
The Trust hereby requests Allstate Life to pay the Support Obligation in
accordance with the Support Agreement to the following account:
[Name of Bank:
Account No.:
Reference No.:]
A-1
IN WITNESS WHEREOF, the Trust has executed and delivered this Notice of
Obligation as of the date first written above.
ALLSTATE LIFE GLOBAL FUNDING TRUST -
By: WILMINGTON TRUST COMPANY, not in its
individual capacity, but solely as Delaware
Trustee
By:
---------------------------------------------
Name:
Title:
A-2
