23
Exhibit 10.09
SECOND AMENDMENT TO AMENDED AND RESTATED MANAGEMENT
INFORMATION SERVICES AGREEMENT
THIS SECOND AMENDMENT dated as of October 1, 1998 ("Amendment") is entered into
by and between AMCO Insurance Company ("AMCO"), ALLIED Group Information
Systems, Inc. ("AGIS"), Nationwide Mutual Insurance Company ("Nationwide"),
successor in interest to ALLIED Mutual Insurance Company, ALLIED Group, Inc.
("AGI"), ALLIED General Agency Company ("AGA"), ALLIED Group Life Financial
Corporation ("ALFC"), ALLIED Life Insurance Company ("ALLIED Life"), ALLIED Life
Brokerage Agency ("ALBA"), ALLIED Group Merchant Banking Corporation ("AGMBC"),
ALLIED Group Insurance Marketing Company ("AGIMC"), The Freedom Group, Inc.
("TFG"), and Midwest Printing Services, Ltd. ("Midwest Printing") to amend the
Amended and Restated Management Information Services Agreement entered into on
January 24, 1997 ("Agreement") and the First Amendment to Amended and Restated
Management Information Services Agreement entered into on the 24th day of
February, 1997. AGIS, AGI, AGA, AGMC, AGLC, ALFC, ALLIED Life, ALBA, AGMBC,
AGIMC, TFG, and Midwest printing shall be hereinafter referred to collectively
as the "Companies."
1. This Amendment shall be effective as of October 1, 1998.
2. Article VI of the Agreement is hereby amended by deleting all of the
words in Article VI with the exception of the heading and replacing
them with the following words:
"6.1 TERM AND TERMINATION. This Agreement shall be
effective on March 1, 1996 and shall continue in
effect through December 31, 2004, unless earlier
terminated per the terms of Sections 6.2 and/or 6.3
of this Agreement as to one or more of the parties.
This Agreement shall continue after December 31, 2004
unless, a party to this Agreement delivers to the
other parties a written notice that such party
intends to cease participation and terminate the
Agreement as to it on or before December 31, 2004 or
a specified date thereafter. The terminating party
must give the other parties written notice of
termination at least thirty (30) days prior to the
proposed termination date.
6.2 CHANGE OF CONTROL OF ALFC. In the event of a
Change of Control (as hereinafter defined in this
section) of ALFC, Nationwide and AGI shall permit
this Agreement to continue in effect, subject to the
terms of Section 6.4. "Change of Control" for the
purposes of this section shall mean an event whereby
a person, group, or entity that is not affiliated
with Nationwide or ALFC acquires the ownership of 50%
or more of the voting stock of ALFC. A person, group
or entity "affiliated" with Nationwide, or ALFC shall
mean a person, group or entity that directly or
indirectly through one or more intermediary controls,
is controlled by, or is under common control with
Nationwide or ALFC.
24
6.3 CHANGE OF CONTROL OF AGI. In the event of a
Change of control of AGI (as hereinafter defined in
this section) Nationwide and ALFC shall permit this
Agreement to continue in effect, subject to the terms
of Section 6.4. "Change of Control" for the purposes
of this section shall mean an event whereby a person,
group, or entity that is not affiliated with
Nationwide, or AGI acquires 50% or more of the voting
stock of AGI. A person, group or entity "affiliated"
with Nationwide or AGI shall mean a person, group or
entity that directly or indirectly through one or
more intermediary controls, is controlled by, or is
under common control with Nationwide or AGI.
6.4 TERMINATION OF PARTICIPATION. In the event of a
Change of Control, as defined in section 6.2 and/or
6.3 of the Agreement, the acquired company's
participation, and the company's subsidiaries'
participation, in the Agreement shall be immediately
terminated.
6.5 WAIVER. Any exercise of the options granted to
Nationwide, AGI, or ALFC by the previous sections 6.2
or 6.3 of the Agreement, that have been deleted
pursuant to the terms of this Amendment, shall be
waived by Nationwide, AGI, and ALFC and shall be
deemed null and void as if never made.
3. Counterparts. This Amendment may be executed simultaneously in one or
more counterparts, each of which shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers as of the day and year first written above.
Nationwide Mutual Insurance Company
By: __________________________________
Print name: __________________________
Title: _______________________________
ALLIED Group, Inc.
By: __________________________________
Print name: __________________________
Title: _______________________________
AMCO Insurance Company
By: __________________________________
Print name: __________________________
Title: _______________________________
25
ALLIED General Agency Company
By: __________________________________
Print name: __________________________
Title: _______________________________
ALLIED Life Financial Corporation
By: __________________________________
Print name: __________________________
Title: _______________________________
ALLIED Group Mortgage Company
By: __________________________________
Print name: __________________________
Title: _______________________________
ALLIED Life Insurance Company
By: __________________________________
Print name: __________________________
Title: _______________________________
ALLIED Group Merchant Banking Corporation
By: __________________________________
Print name: __________________________
Title: _______________________________
ALLIED Group Insurance Marketing Company
By: __________________________________
Print name: __________________________
Title: _______________________________
ALLIED Group Information Systems, Inc.
By: __________________________________
Print name: __________________________
Title: _______________________________
26
ALLIED Life Brokerage Agency, Inc.
By: __________________________________
Print name: __________________________
Title: _______________________________
Midwest Printing Services, Ltd.
By: __________________________________
Print name: __________________________
Title: _______________________________
The Freedom Group, Inc.
By: __________________________________
Print name: __________________________
Title: _______________________________
