EXHIBIT 10.6
INDEMNITY AGREEMENT
June 24, 2002
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 Trust Agreement, dated as of June 24, 2002 (the "Trust
Agreement"), between WTC, as Delaware trustee (the "Trustee"), and AMACAR
Pacific Corp. ("Beneficial Owner"), as may be amended and restated from time to
time, in connection with the formation of Allstate Life Global Funding, a
Delaware statutory business trust organized in series (the "Trust"), the Trust
by this letter agreement (this "Agreement"), hereby agrees to the following
indemnity arrangement. 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 the
Trustee, 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 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
Trustee under the Trust Agreement, except where any such claim for
indemnification has arisen as a result of the willful misconduct or gross
negligence (or ordinary negligence with respect to the handling of funds) on the
part of the Trustee or WTC in 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 Indemnitor under this Agreement shall be in
addition to any liability which Indemnitor or any other person may otherwise
have and shall survive the termination of the Trust Agreement.
Wilmington Trust Company
June 24, 2002
Page 2
2. 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.
3. 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
4. No waiver, modification or amendment of this Agreement shall be valid
unless executed in writing by the parties hereto.
5. 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]
Wilmington Trust Company
June 24, 2002
Page 3
If the foregoing correctly sets forth the understanding and agreement
between the Indemnitor 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: /s/ Xxxxxx X. XxxXxxxxx
-----------------------------------
Name: Xxxxxx X. XxxXxxxxx
Title: Vice President
AGREED AND ACCEPTED:
WILMINGTON TRUST COMPANY
By: /s/ Xxxxxx X. XxxXxxxxx
--------------------------------
Name: Xxxxxx X. XxxXxxxxx
Title: Vice President
