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EXHIBIT 10.24
INTERCOMPANY LOAN AGREEMENT
THIS AGREEMENT, is made and entered into as of the 1st day of
February, 1996, by and between THE ALLSTATE CORPORATION, a Delaware
corporation (hereinafter called "ALLCORP"), and each of its direct and
indirect wholly-owned subsidiaries (individually, "Subsidiary" and
collectively, "Subsidiaries"),
WITNESSETH
WHEREAS, ALLCORP, from time to time during the period commencing on
February 1, 1996, may obtain financing by various means including, but not
limited to, issuing commercial paper notes in private placement transactions,
drawing on bank credit lines and entering into repurchase agreements;
WHEREAS, the Subsidiaries, from time to time during said period, may
have need of additional short-term funding for general corporate purposes;
WHEREAS, ALLCORP, in order to provide such short-term funding, may
advance some or all of the proceeds of such financings to one or more of the
Subsidiaries; and
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WHEREAS, the parties hereto desire to enter into this Agreement for
the purpose of setting forth their respective undertakings concerning such
advances.
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
1. ALLCORP agrees, from time to time during the period commencing on
February 1, 1996, upon the written request of Subsidiary, and subject to the
terms hereof, to advance funds to Subsidiary to the extent that ALLCORP, in its
sole judgment, shall have funds available for that purpose. This undertaking by
ALLCORP shall be limited to an aggregate amount to all Subsidiaries not in
excess of $1 billion outstanding at any one time.
2. Each advance shall bear interest on the outstanding principal
amount thereof, for each day from the date such advance is made until paid.
Interest on outstanding advances shall be due when the advance is paid.
3. Subsidiary shall pay to ALLCORP, in consideration for each such
advance, interest on the aggregate unpaid principal amount of such advance at a
rate equal to the rate paid by ALLCORP on the transaction used by ALLCORP to
obtain financing to provide such funding to Subsidiary. Subsidiary shall repay
to ALLCORP, upon demand of ALLCORP and in any event on the maturity date, the
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aggregate principal amount of all such advances together with accrued interest
to the date of repayment. Subsidiary shall also have the right to prepay all or
any part of any advances at any time without penalty but with interest accrued
to the date of prepayment.
4. The obligation of any Subsidiary to repay each advance shall be
evidenced by a single promissory note of such Subsidiary substantially in the
form of Exhibit A attached hereto. The date, amount, interest rate and duration
of each advance made by ALLCORP to any Subsidiary, and each payment made on
account of such Subsidiary shall be recorded by ALLCORP on the schedule attached
to such note or any continuation thereof.
5. No Subsidiary shall use any advance or any portion of any advance,
directly or indirectly, for the purpose of buying, carrying or trading
tax-exempt securities.
6. This Agreement may be terminated by ALLCORP at any time upon
written notice to the Subsidiaries of its desire to terminate. This Agreement
may be terminated by any Subsidiary only as to itself at any time upon written
notice to ALLCORP of its desire to terminate. This Agreement shall terminate
automatically as to any Subsidiary immediately upon such Subsidiary ceasing to
be a Subsidiary. No termination shall affect any outstanding advances,
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which shall be repaid or honored in accordance with the terms of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed as of the day and year first above written.
THE ALLSTATE CORPORATION
/s/ Thomas J. Wilson
--------------------
Thomas J. Wilson
Vice President and Chief Financial
Officer
ALLSTATE INSURANCE COMPANY
/s/ James P. Zils
-----------------
James P. Zils
Vice President and Treasurer
ALLSTATE INDEMNITY COMPANY
/s/ James P. Zils
-----------------
James P. Zils
Vice President and Treasurer
ALLSTATE PROPERTY AND CASUALTY INSURANCE
COMPANY
/s/ James P. Zils
-----------------
James P. Zils
Vice President and Treasurer
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DEERBROOK INSURANCE COMPANY
/s/ James P. Zils
-----------------
James P. Zils
Vice President and Treasurer
ALLSTATE LIFE INSURANCE COMPANY
/s/ James P. Zils
-----------------
James P. Zils
Vice President and Treasurer
NORTHBROOK LIFE INSURANCE COMPANY
/s/ James P. Zils
-----------------
James P. Zils
Vice President and Treasurer
GLENBROOK LIFE INSURANCE COMPANY
/s/ James P. Zils
-----------------
James P. Zils
Vice President and Treasurer
GLENBROOK LIFE AND ANNUITY COMPANY
/s/ James P. Zils
-----------------
James P. Zils
Vice President and Treasurer
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NORTHBROOK PROPERTY AND CASUALTY
INSURANCE COMPANY
/s/ James P. Zils
-----------------
James P. Zils
Vice President and Treasurer
NORTHBROOK INDEMNITY COMPANY
/s/ James P. Zils
-----------------
James P. Zils
Vice President and Treasurer
NORTHBROOK NATIONAL INSURANCE COMPANY
/s/ James P. Zils
-----------------
James P. Zils
Vice President and Treasurer
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EXHIBIT A
NOTE
Northbrook, Illinois
February 1, 1996
For value received, ALLSTATE INSURANCE COMPANY, an Illinois
corporation (the "Borrower"), promises to pay to the order of THE ALLSTATE
CORPORATION (the "Lender") the aggregate unpaid principal amount of the advances
made by the Lender to the Borrower under the Intercompany Loan Agreement on the
dates and in the principal amounts provided in the Intercompany Loan Agreement
with and to pay interest on unpaid principal amounts at the rates and on the
dates specified in the Intercompany Loan Agreement. All such payments of
principal and interest shall be made in lawful money of the United States in
federal or other immediately available funds at the office of the Lender,
Allstate Plaza, Northbrook, Illinois. This instrument shall be governed by and
construed in accordance with the laws of the state of Illinois.
The date, amount, interest rate and maturity date of each advance made
by Lender to Borrower and each payment made on account of Borrower shall be
recorded by Lender on the schedule attached hereto or any continuation thereof.
ALLSTATE INSURANCE COMPANY
By
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Title:
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<Table>
<Caption>
SCHEDULE OF ADVANCES
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Amount Unpaid
Date of Principal Interest Maturity Paid or Principal
Advance Amount Rate Date Prepaid Amount
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</Table>