EXHIBIT 10.10
===============================================================================
FORM OF AMENDED AND RESTATED NAME LICENSING AGREEMENT
between
ALLSTATE INSURANCE COMPANY
and
ALLSTATE LIFE GLOBAL FUNDING
Dated as of -, 2006
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TABLE OF CONTENTS
PAGE
ARTICLE 1
DEFINITIONS
SECTION 1.1 Definitions....................................................................1
SECTION 1.2 Other Definitional Provisions..................................................2
ARTICLE 2
CONTINUATION OF GRANT OF LICENSE; INDEPENDENT CONTRACTORS
SECTION 2.1 Continuation of Grant of License...............................................3
SECTION 2.2 Independent Contractors........................................................3
SECTION 2.3 Continuation of the Base Name Licensing Agreement..............................3
ARTICLE 3
AGREEMENTS AND ACKNOWLEDGEMENTS OF LICENSEE
SECTION 3.1 Agreements and Acknowledgements of Licensee....................................3
ARTICLE 4
INFRINGEMENT PROCEEDINGS
SECTION 4.1 Notification of Unauthorized Use...............................................5
SECTION 4.2 Payments for Damages...........................................................5
ARTICLE 5
TERM AND TERMINATION
SECTION 5.1 Term...........................................................................5
SECTION 5.2 Automatic Termination..........................................................6
SECTION 5.3 Immediate Termination..........................................................6
SECTION 5.4 Termination on Notice..........................................................6
ARTICLE 6
EFFECT OF TERMINATION
SECTION 6.1 Discontinuation of Use of Licensed Marks.......................................6
SECTION 6.2 Licensee Cooperation...........................................................6
SECTION 6.3 Rights in Licensed Marks.......................................................7
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ARTICLE 7
MISCELLANEOUS
SECTION 7.1 Enforcement....................................................................7
SECTION 7.2 Severability...................................................................7
SECTION 7.3 Entire Agreement...............................................................7
SECTION 7.4 Amendments.....................................................................7
SECTION 7.5 Governing Law..................................................................7
SECTION 7.6 Consent to Jurisdiction........................................................7
SECTION 7.7 Waiver of Jury Trial...........................................................8
SECTION 7.8 No Waiver......................................................................8
SECTION 7.9 Remedies Cumulative............................................................8
SECTION 7.10 Notices........................................................................8
SECTION 7.11 Counterparts...................................................................9
SECTION 7.12 Limitation of Delaware Trustee Liability.......................................9
Appendix A Licensed Marks
ii
This AMENDED AND RESTATED NAME LICENSING AGREEMENT dated as of -, 2006
(this "Amended and Restated Name Licensing Agreement"), 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,
W I T N E S S E T H:
WHEREAS, Licensor and Licensee entered into that certain Name Licensing
Agreement, dated as of April 27, 2004, as amended and restated by the Amended
and Restated Name Licensing Agreement, dated as of August 16, 2005 (as so
amended and restated, the "Base Name Licensing Agreement"), and the parties
hereto desire to amend and restate the Base Name Licensing Agreement in its
entirety;
WHEREAS, Licensor is the owner of the Licensed Marks (as defined below);
WHEREAS, Licensee desires to use the Licensed Marks and use Allstate as
part of its company name; and
WHEREAS, Licensor and Licensee wish to formalize the agreement between them
regarding Licensee's use of the Licensed Marks;
NOW, THEREFORE, in consideration of the mutual promises set forth in this
Amended and Restated Name Licensing Agreement and other good and valuable
consideration, the sufficiency and receipt of which is hereby acknowledged, the
parties agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1 Definitions. The following terms, as used herein, have the
following meanings:
"Amended and Restated Name Licensing Agreement" means this instrument, as
originally executed, and as the same may be amended, supplemented, modified,
restated or replaced from time to time.
"Amended and Restated Trust Agreement" means that certain Amended and
Restated Trust Agreement of Licensee, dated as of -, 2006, as the same may
be amended, supplemented, modified, restated or replaced from time to time.
"Base Name Licensing Agreement" has the meaning ascribed in the first
recital.
"Delaware Trustee" has the meaning ascribed in Section 7.12.
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"Licensed Marks" shall include all marks listed on Appendix A attached
hereto as the same may be amended, supplemented, modified, restated or replaced
from time to time.
"Licensed Services" means the activities necessary to accomplish all
purposes of Licensee as set forth in the Amended and Restated Trust Agreement.
"Licensee" means Allstate Life Global Funding, a statutory trust organized
under the laws of the State of Delaware.
"Licensor" means Allstate Insurance Company, an Illinois stock insurance
company, and its successors.
"Person" means any natural person, corporation, limited partnership,
general partnership, joint stock company, limited liability company, joint
venture, association, company, trust (including any beneficiary thereof), bank,
trust company, land trust, business trust or other organization, whether or not
a legal entity, and governments and agencies and political subdivisions thereof.
"Territory" shall mean worldwide.
SECTION 1.2 Other Definitional Provisions. For all purposes of this Amended
and Restated Name Licensing 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 this Amended and Restated Name
Licensing Agreement or the intent of the parties to this Amended and
Restated Name Licensing Agreement;
(d) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Amended and Restated Name Licensing
Agreement as a whole and not to any particular Article, Section,
Appendix or other subdivision; and
(e) references herein to Articles, Sections and Appendices shall, unless
otherwise specified, refer respectively to Articles, Sections and
Appendices hereof.
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ARTICLE 2
CONTINUATION OF GRANT OF LICENSE; INDEPENDENT CONTRACTORS
SECTION 2.1 Continuation of Grant of License. Licensor has previously
granted to Licensee, and Licensor hereby agrees to continue to grant to Licensee
for the term of this Amended and Restated Name Licensing Agreement, a
nonexclusive, nontransferable right and license to use the Licensed Marks for
the Licensed Services within the Territory. Licensor is not representing that it
has rights with respect to Licensed Marks or the Licensed Marks in every
jurisdiction within the Territory.
SECTION 2.2 Independent Contractors. Licensor and Licensee are independent
contractors and are not, and shall not, represent themselves as principal and
agent, partners or joint venturers.
SECTION 2.3 Continuation of the Base Name Licensing Agreement. The parties
hereto agree that, upon the execution of this Amended and Restated Name
Licensing Agreement:
(a) the Base Name Licensing Agreement shall continue in full force and
effect as amended and restated by this Amended and Restated Name
Licensing Agreement; and
(b) the rights and obligations of the parties hereto shall be as provided
in this Amended and Restated Name Licensing Agreement.
ARTICLE 3
AGREEMENTS AND ACKNOWLEDGEMENTS OF LICENSEE
SECTION 3.1 Agreements and Acknowledgements of Licensee. Licensee
acknowledges and agrees that:
(a) Licensor is the sole owner of the Licensed Marks;
(b) Licensee shall do nothing inconsistent with the ownership of the
Licensed Marks by Licensor;
(c) all use of the Licensed Marks by Licensee shall inure only to the
benefit of and be on behalf of Licensor;
(d) Licensee shall assist Licensor in executing any additional documents
that may be necessary or desirable to effect the protection of
Licensor's interests in Licensed Marks, including, but not limited to,
the execution of any and all documents required by governmental
agencies in order to register or maintain trademark and service ▇▇▇▇
registrations; in addition, Licensee shall not oppose Licensor's
registration of the
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Licensed Marks nor take action that jeopardizes Licensor's rights in
Licensed Marks;
(e) nothing in this Amended and Restated Name Licensing Agreement shall
give Licensee any right, title or interest in Licensed Marks other
than the license granted in this Amended and Restated Name Licensing
Agreement;
(f) Licensee shall not attack or challenge in any way Licensor's rights in
and to Licensed Marks or the validity or enforceability of this
Amended and Restated Name Licensing Agreement;
(g) Licensee shall not assign any of the rights granted under this Amended
and Restated Name Licensing Agreement without the prior express
written consent of Licensor;
(h) Licensee shall not grant to any Person a right and license to use the
Licensed Marks without the prior express written consent of Licensor;
(i) Licensee shall not use any Licensor's ▇▇▇▇ not covered by this Amended
and Restated Name Licensing Agreement which is the property or is
claimed as the property of Licensor or Licensor's subsidiaries or
affiliates, except with the prior express written consent of Licensor;
(j) Licensee shall comply with all applicable law, rules and regulations
pertaining to its business;
(k) Licensor has the sole and exclusive right to control the appearance of
the Licensed Marks, including the quality of the ▇▇▇▇ in the Licensed
Marks;
(l) the nature and quality of the business conducted by Licensee under the
Licensed Marks, and all related advertising, promotional and other
uses of Licensed Marks by Licensee shall conform to standards set by
and under the control of Licensor and communicated to Licensee from
time to time;
(m) except as otherwise agreed in writing by Licensor from time to time,
Licensee shall submit to ▇▇▇▇▇ ▇▇▇▇▇▇, or successor in the Corporate
Law Division of Licensor for Licensor's prior approval representative
samples of all proposed materials bearing the Licensed Marks, to the
extent that such materials are not contained in the Registration
Statement on Form S-3 (File No. 333-112249), as amended and the
exhibits thereto, the Registration Statement on Form S-3 (File No.
4
333-125937), as amended and the exhibits thereto or the Registration
Statement on Form S-3 (File No. 333-129157), as amended and the
exhibits thereto;
(n) Licensor shall have the right to inspect, upon reasonable notice, the
business facilities of Licensee and to request submission of written
materials at any time during the term of this Amended and Restated
Name Licensing Agreement so that Licensor may satisfy itself that
quality standards are being appropriately complied with and will
immediately modify or discontinue any use of Licensed Marks that
Licensor deems not to be in compliance with its quality standards;
(o) the standards of conduct of Licensee's business shall be equivalent to
the high standards of quality and ethics characteristic of the
businesses conducted by Licensor;
(p) the value and goodwill of the Licensed Marks accrues solely to
Licensor; and
(q) Licensee will not act or use Licensed Marks in any manner which may,
in Licensor's judgment, be in bad taste, be inconsistent with
Licensor's public image or which may in any way disparage Licensor or
its reputation including, but not limited to, types and placement of
advertising, or take any action which will harm or jeopardize the
Licensed Marks or Licensor's ownership thereof.
ARTICLE 4
INFRINGEMENT PROCEEDINGS
SECTION 4.1 Notification of Unauthorized Use. Licensee agrees to promptly
notify Licensor of any unauthorized use of any of Licensed Marks as such
unauthorized use comes to Licensee's attention. Licensor shall have the sole
right and discretion to take any action relating to Licensed Marks; provided,
that Licensee agrees to cooperate fully, should Licensor decide to take any such
action.
SECTION 4.2 Payments for Damages. If infringement proceedings result in an
award of damages or the payment of any sums to Licensor, any such damages or
payments shall belong solely to Licensor.
ARTICLE 5
TERM AND TERMINATION
SECTION 5.1 Term. This Amended and Restated Name Licensing Agreement shall
continue in force and effect for so long as Licensee continues to exist in
accordance with the terms of the Amended and Restated Trust Agreement, unless it
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is sooner terminated as provided for in this Amended and Restated Name Licensing
Agreement.
SECTION 5.2 Automatic Termination. This Amended and Restated Name Licensing
Agreement shall automatically terminate upon the happening of any of the
following events:
(a) Licensee is ordered or adjudged bankrupt, is placed under the
supervision of a receiver, or enters into any scheme or composition
with creditors to make an assignment for the benefit of creditors;
(b) any assets of Licensee are seized or attached in conjunction with any
action against Licensee by a third party; or
(c) any of the assets of Licensee are seized or appropriated by any
governmental authority, whether or not compensation for such action is
offered to Licensee.
SECTION 5.3 Immediate Termination. Licensor shall have the right, but not
the obligation, to immediately terminate this Amended and Restated Name
Licensing Agreement and all rights granted under this Amended and Restated Name
Licensing Agreement in the event that Licensee (a) ceases to conduct business as
a statutory trust, (b) breaches any of its representations, agreements,
covenants and undertakings in this Amended and Restated Name Licensing
Agreement, (c) fails to comply with laws, rules and regulations applicable to it
or the conduct of its business to the complete satisfaction of Licensor, (d)
acts in a manner that impugns Licensor's reputation or (e) uses the Licensed
Marks in a manner that is inconsistent with or beyond the scope of the license
granted herein.
SECTION 5.4 Termination on Notice. Licensor may terminate this Amended and
Restated Name Licensing Agreement without cause upon the provision of ten days'
prior written notice to Licensee.
ARTICLE 6
EFFECT OF TERMINATION
SECTION 6.1 Discontinuation of Use of Licensed Marks. Upon termination of
this Amended and Restated Name Licensing Agreement, Licensee agrees to
immediately change Licensee's name as to not include any Licensed Marks, and to
discontinue and not to use in the future any of the Licensed Marks, any trade
name incorporating any of the Licensed Marks, or any terms confusingly similar
to any of Licensed Marks.
SECTION 6.2 Licensee Cooperation. Upon termination of this Amended and
Restated Name Licensing Agreement, Licensee agrees to cooperate fully with
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Licensor to amend or cancel any governmental recordations or approvals
pertaining to any trade names, trademarks or service marks which consist of or
include any of Licensed Marks.
SECTION 6.3 Rights in Licensed Marks. Upon termination of this Amended and
Restated Name Licensing Agreement, any and all rights in the Licensed Marks
heretofor granted to Licensee and the goodwill connected therewith shall remain
the property of Licensor.
ARTICLE 7
MISCELLANEOUS
SECTION 7.1 Enforcement. The parties agree that any breaches of this
Amended and Restated Name Licensing Agreement shall cause irreparable injury to
the nonbreaching party and that an injunction shall be an appropriate remedy.
SECTION 7.2 Severability. In the event any provision of, or obligation
under, this Amended and Restated Name Licensing 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 7.3 Entire Agreement. This Amended and Restated Name Licensing
Agreement constitutes the entire agreement between the parties hereto relating
to the subject matter of this Amended and Restated Name Licensing Agreement, and
supersedes all previous agreements between the parties, whether written or oral.
SECTION 7.4 Amendments. Any amendments, supplements, modifications,
restatements or replacements of this Amended and Restated Name Licensing
Agreement, or waivers or consents to this Amended and Restated Name Licensing
Agreement, shall be in writing signed by the parties.
SECTION 7.5 Governing Law. This Amended and Restated Name Licensing
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Illinois, without regard to its choice of law principles.
SECTION 7.6 Consent to Jurisdiction. Each party to this Amended and
Restated Name Licensing Agreement submits to the nonexclusive jurisdiction of
the United States Federal court located in ▇▇▇▇ County, Illinois, for purposes
of any legal proceeding arising out of or relating to this Amended and Restated
Name Licensing Agreement or the transactions contemplated by this Amended and
Restated Name Licensing Agreement. Each party to this Amended and Restated Name
Licensing Agreement irrevocably waives, to the fullest extent permitted by law,
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any objection which it may now or hereafter 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 this Amended and Restated Name Licensing Agreement consents to
process being served in any suit, action or proceeding with respect to this
Amended and Restated Name Licensing Agreement, or any document delivered
pursuant to this Amended and Restated Name Licensing 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
this Amended and Restated Name Licensing 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 this Amended and Restated Name Licensing
Agreement to bring suit in the courts of any other jurisdiction.
SECTION 7.7 Waiver of Jury Trial. Each of the parties to this Amended and
Restated Name Licensing Agreement irrevocably waives any and all right to a
trial by jury with respect to any legal proceeding arising out of or relating to
this Amended and Restated Name Licensing Agreement or any claims or transactions
in connection with this Amended and Restated Name Licensing Agreement. Each of
the parties to this Amended and Restated Name Licensing Agreement hereby
acknowledges that such waiver is made with full understanding and knowledge of
the nature of the rights and benefits waived hereby.
SECTION 7.8 No Waiver. No failure on the part of Licensor to exercise, and
no delay in exercising, and no course of dealing with respect to, any right,
power or privilege under this Amended and Restated Name Licensing 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 7.9 Remedies Cumulative. No right, power or remedy of Licensor
under this Amended and Restated Name Licensing 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 7.10 Notices. All notices, demands, or other communications
required or permitted to be given under this Amended and Restated Name Licensing
Agreement shall be given in writing by delivering the same against receipt
thereof 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):
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If to Licensor: Allstate Insurance Company
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President, Deputy
General Counsel and Assistant Secretary
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to Licensee: Allstate Life Global Funding
c/o AMACAR Pacific Corp.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or at such other address as shall be designated by any party in a written notice
to the other party.
SECTION 7.11 Counterparts. This Amended and Restated Name Licensing
Agreement and any amendments, supplements, modifications, restatements or
replacements of this Amended and Restated Name Licensing Agreement, or waivers
or consents to this Amended and Restated Name Licensing Agreement, may be
executed in any number of counterparts, and by different parties to this Amended
and Restated Name Licensing 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. This Amended and Restated Name Licensing Agreement shall become
effective upon the execution of a counterpart by each of the parties.
SECTION 7.12 Limitation of Delaware Trustee Liability. Notwithstanding any
provision of this Amended and Restated Name Licensing Agreement to the contrary,
it is expressly understood and agreed by the parties that (a) this Amended and
Restated Name Licensing Agreement is executed and delivered by Wilmington Trust
Company (The "Delaware Trustee") not individually or personally, but solely as
trustee, as applicable, in the exercise of the powers and authority conferred
and vested in it, pursuant to the Amended and Restated Trust Agreement of the
Licensee, (b) each of the representations, undertakings and agreements in this
Amended and Restated Name Licensing Agreement made on the part of the Licensee
is made and intended not as personal representations, undertakings and
agreements by the Delaware Trustee but is made and intended for the purpose of
binding only the Licensee, (c) nothing contained in this Amended and Restated
Name Licensing Agreement shall be construed as creating any liability on the
Delaware Trustee, individually or personally, to perform any covenant either
expressed or implied contained in this Amended and Restated Name Licensing
Agreement, all such liability, if any, being expressly waived by the parties to
this Amended and Restated Name Licensing Agreement and by any person claiming
by, through or under the parties to this Amended and Restated Name Licensing
9
Agreement, and (d) under no circumstances shall the Delaware Trustee be
personally liable for the payment of any indebtedness or expenses of the
Licensee or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Licensee under
this Amended and Restated Name Licensing Agreement of any other related
documents.
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IN WITNESS WHEREOF, the parties have caused this Amended and Restated Name
Licensing Agreement to be executed by duly authorized representatives on the
date first written above.
ALLSTATE INSURANCE COMPANY
By:
----------------------------------------------
Name:
Title:
ALLSTATE LIFE GLOBAL FUNDING
By: WILMINGTON TRUST COMPANY, not in its
individual capacity, but solely as Delaware
Trustee
By:
----------------------------------------------
Name:
Title:
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APPENDIX A
LICENSED MARKS
o Allstate
o Allstate Life
o [ALLSTATE(R) LOGO]
A-1