Exhibit 10(SS)
Amendment No. 1 to Amended and Restated
Standby Purchase Agreement
Between
State Auto Financial Corporation and
SAF Funding Corporation
AMENDMENT NO. 1 TO AMENDED AND RESTATED
STANDBY PURCHASE AGREEMENT
This Amendment (this "AMENDMENT") is entered into as of November 14,
2002 by and between State Auto Financial Corporation, a corporation duly
organized and validly existing under the laws of the State of Ohio ("STATE AUTO
FINANCIAL"), and SAF Funding Corporation, a Delaware corporation (the
"COMPANY").
RECITALS
A. State Auto Financial and the Company are parties to a Standby
Purchase Agreement dated as of November 19, 1999 (as amended and restated by
that certain Amended and Restated Standby Purchase Agreement dated as of
November 16, 2001, the "STANDBY PURCHASE AGREEMENT").
B. State Auto Financial and the Company desire to amend the Standby
Purchase Agreement on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual execution hereof and
other good and valuable consideration, the parties hereto agree as follows:
1. AMENDMENTS TO STANDBY PURCHASE AGREEMENT. Upon the satisfaction of
each of the conditions set forth in SECTION 4 below, the Standby Purchase
Agreement shall be amended as follows:
(a) The definition of "Company Pledge Agreement" in Article I
of the Standby Purchase Agreement shall be amended and restated to read
as follows:
"COMPANY PLEDGE AGREEMENT" shall mean the Pledge and
Security Agreement dated as of November 19, 1999, among the
Company and the Agent, as modified and supplemented and in
effect from time to time.
(b) The definition of "Purchase Commitment Termination Date"
shall be amended and restated to read as follows:
"PURCHASE COMMITMENT TERMINATION DATE" shall mean
November 12, 2003; PROVIDED, that if the "Commitment
Termination Date" under the Credit Agreement is extended as
provided therein, the Purchase Commitment Termination Date
shall, automatically and without any action on the part of
State Auto Financial or the Company, be extended to the date
to which said "Commitment Termination Date" has been so
extended.
2. REPRESENTATIONS AND WARRANTIES OF STATE AUTO OBLIGORS. Each of the
Company and State Auto Financial represents and warrants that:
(a) The execution, delivery and performance by such Person of
this Amendment have been duly authorized by all necessary corporate
action and that this Amendment is a legal, valid and binding obligation
of such Person enforceable against such Person in accordance with its
terms, except as the enforcement thereof may be subject to the effect
of any applicable bankruptcy, insolvency, reorganization, moratorium or
similar law affecting creditors' rights generally; and
(b) Each of the representations and warranties contained in
the Standby Purchase Agreement is true and correct in all material
respects on and as of the date hereof as if made on the date hereof
except to the extent any such representation or warranty is stated to
relate solely to an earlier date, in which case such representation or
warranty was true and correct on and as of such earlier date.
3. EFFECTIVE DATE. SECTION 1 of this Amendment shall become effective
as of November 14, 2002 upon satisfaction of the following conditions:
(a) EXECUTED AMENDMENT. Receipt by the Agent of duly executed
counterparts hereof by the Company and State Auto Financial.
(b) OTHER. Satisfaction of the conditions to effectiveness set
forth in Section 3 of that certain Amendment No. 1 to Amended and
Restated Credit Agreement among the Company, the Agent and the
financial institutions signatory thereto.
4. REFERENCE TO AND EFFECT UPON THE STANDBY PURCHASE AGREEMENT.
(a) Except as specifically amended above, the Standby Purchase
Agreement shall remain in full force and effect and is hereby ratified
and confirmed.
(b) The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy
of the Agent or any Lender under the Standby Purchase Agreement or any
Loan Document, nor constitute a waiver of any provision of the Standby
Purchase Agreement or any Loan Document, except as specifically set
forth herein. Upon the effectiveness of this Amendment, each reference
in the Standby Purchase Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of similar import shall mean and be a
reference to the Standby Purchase Agreement as amended hereby.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAWS PROVISIONS)
OF THE STATE OF ILLINOIS BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO
NATIONAL BANKS.
6. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purposes.
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7. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original but all
such counterparts shall constitute one and the same instrument.
[signature pages follow]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date and year first above written.
STATE AUTOMOBILE FINANCIAL
CORPORATION
By: /s/ Steven J. Johnston
--------------------------------
Title: Senior Vice President
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SAF FUNDING CORPORATION
By: /s/ Jill A. Gordon
--------------------------------
Title: Vice President
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S-1
[TO AMENDMENT NO. 1]