ALLSTATE LIFE GLOBAL FUNDING SECURED MEDIUM TERM NOTE PROGRAM DISTRIBUTION AGREEMENTDistribution Agreement • August 2nd, 2005 • Allstate Life Global Funding • Asset-backed securities • New York
We refer to the Distribution Agreement, dated [ ], 2004, entered into in respect of the Secured Medium-Term Note Program (such agreement, as amended, restated or modified from time to time, the "Distribution Agreement") among ourselves and the Agents from time to time party thereto, and have the pleasure of inviting you to become an Agent [but only in respect of [specify Issuing Trust's Notes (the "Notes")]](1) subject to and in accordance with the terms of the Distribution Agreement, a copy of which has been supplied to you by us. In addition, we enclose letters from counsel to [ ] entitling you to rely on the original letters referred to in Section 6(b) to the Distribution Agreement, as such letters may have been amended or supplemented, together with copies of such original, amended or supplemented letters. Please return to us a copy of this letter signed by an authorized signatory whereupon you will become an Agent for the purposes of the Distribution Agreement, with all the author
STANDARD ADMINISTRATIVE SERVICES AGREEMENT TERMS WITH RESPECT TO ALLSTATE LIFE GLOBAL FUNDING TRUSTSAllstate Life Global Funding • August 2nd, 2005 • Asset-backed securities • New York
This document constitutes the Standard Administrative Services Agreement Terms, which will be incorporated by reference in, and form a part of, the Administrative Services Agreement (as defined below).
AMENDED AND RESTATED NAME LICENSING AGREEMENT BETWEEN ALLSTATE INSURANCE COMPANY AND ALLSTATE LIFE GLOBAL FUNDING DATED AS OF • , 2005Name Licensing Agreement • August 2nd, 2005 • Allstate Life Global Funding • Asset-backed securities • Illinois
THIS AMENDED AND RESTATED NAME LICENSING AGREEMENT dated as of -, 2005 (this "NAME LICENSING AGREEMENT"), is entered into between Allstate Insurance Company ("LICENSOR"), an Illinois stock insurance company, and Allstate Life Global Funding ("LICENSEE"), a statutory trust organized under the laws of the State of Delaware.
STANDARD NAME LICENSING AGREEMENT TERMS WITH RESPECT TO ALLSTATE LIFE GLOBAL FUNDING TRUSTSAllstate Life Global Funding • August 2nd, 2005 • Asset-backed securities • Illinois
This document constitutes the Standard Name Licensing Agreement Terms which will be incorporated by reference in the Name Licensing Agreement (as defined below) between Allstate Insurance Company (the "Licensor") and the Trust (as defined below) (the "Licensee").
FORM OF SERIES INSTRUMENTTerms Agreement • August 2nd, 2005 • Allstate Life Global Funding • Asset-backed securities • New York
This TRUST AGREEMENT, dated as of the date of the Pricing Supplement attached to this Series Instrument as Annex A (the "Pricing Supplement"), is entered into among Allstate Life Global Funding, a Delaware statutory trust, as trust beneficial owner (the "Trust Beneficial Owner"), AMACAR Pacific Corp., a Delaware corporation, as the sole administrator of the Trust (the "Administrator") and Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (the "Delaware Trustee").
STANDARD SUPPORT AND EXPENSES AGREEMENT TERMS WITH RESPECT TO ALLSTATE LIFE GLOBAL FUNDING TRUSTSAllstate Life Global Funding • August 2nd, 2005 • Asset-backed securities • New York
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 ("ALLSTATE LIFE") and the Trust (as defined below).
STANDARD TRUST AGREEMENT TERMS WITH RESPECT TO ALLSTATE LIFE GLOBAL FUNDING TRUSTSAllstate Life Global Funding • August 2nd, 2005 • Asset-backed securities • Delaware
This document constitutes the Standard Trust Agreement Terms, which will be incorporated by reference in, and form a part of, the Trust Agreement (as defined below) among Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee, (the "DELAWARE TRUSTEE"), AMACAR Pacific Corp., a Delaware corporation, as the sole administrator of the Trust (as defined below) (the "ADMINISTRATOR") and Allstate Life Global Funding, a statutory trust formed under the laws of the State of Delaware, as the sole beneficial owner of the Trust (the "TRUST BENEFICIAL OWNER").
AMENDED AND RESTATED TRUST AGREEMENT WITH RESPECT TO ALLSTATE LIFE GLOBAL FUNDING DATED AS OF -, 2005Trust Agreement • August 2nd, 2005 • Allstate Life Global Funding • Asset-backed securities • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT (this "AMENDED AND RESTATED TRUST AGREEMENT") dated and effective as of -, 2005, is entered into among the undersigned Delaware Trustee (as defined below), the Administrator (as defined below) and the Trust Beneficial Owner (as defined below):
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT BETWEEN ALLSTATE LIFE GLOBAL FUNDING AND AMACAR PACIFIC CORP. DATED AS OF -, 2005Administrative Services Agreement • August 2nd, 2005 • Allstate Life Global Funding • Asset-backed securities • New York
THIS AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (this "AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT") dated as of • , 2005, is entered into between Allstate Life Global Funding, a statutory trust organized under the laws of the State of Delaware ("GLOBAL FUNDING") and AMACAR Pacific Corp., as administrator (in such capacity, the "ADMINISTRATOR").
AMENDED AND RESTATED SUPPORT AND EXPENSES AGREEMENT BETWEEN ALLSTATE LIFE INSURANCE COMPANY AND ALLSTATE LIFE GLOBAL FUNDING DATED AS OF , 2005Support and Expenses Agreement • August 2nd, 2005 • Allstate Life Global Funding • Asset-backed securities • New York
This AMENDED AND RESTATED SUPPORT AND EXPENSES AGREEMENT, dated as of -, 2005 (this "AMENDED AND RESTATED SUPPORT AGREEMENT"), is entered into between Allstate Life Insurance Company, an Illinois stock life insurance company ("ALLSTATE LIFE") and Allstate Life Global Funding, a statutory trust organized under the laws of the State of Delaware ("GLOBAL FUNDING").
REPRESENTATIONS AND INDEMNITY AGREEMENTRepresentations and Indemnity Agreement • August 2nd, 2005 • Allstate Life Global Funding • Asset-backed securities • New York
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® CoreNotes® Program (the "Retail Program" and, together with the Institutional Program, the "Programs"), and in consideration of the Distribution Agreement dated August [ ], 2005, as amended, restated or modified from time to time (the "Distribution Agreement"), by and among Merrill Lynch, Pierce, Fenner & Smith 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 app
Allstate Life Letterhead]Allstate Life Global Funding • August 2nd, 2005 • Asset-backed securities
In connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), by Allstate Life Insurance Company, an Illinois life insurance company (the "Company"), and Allstate Life Global Funding, a statutory trust organized under the laws of the State of Delaware ("Global Funding"), of a Registration Statement on Form S-3 (File No. 333-125937), as amended (the "Registration Statement"), including a prospectus (the "Prospectus") relating to secured medium term notes (the "Notes") to be issued by newly formed Delaware statutory trusts (each, a "Trust" and together the "Trusts"), a prospectus supplement relating to secured medium term notes to be issued by the Trusts (the "Institutional Prospectus Supplement") and a prospectus supplement relating to Allstate Life® CoreNotes® to be issued by the Trusts (the "Retail Prospectus Supplement"), you have requested my opinion with respect to the matters s
