1
Exhibit 10(BB)
Second Amendment
to the
June 1, 1999
Credit Agreement
dated
December 1, 1999
between
State Auto Financial Corporation
and
State Automobile Mutual Insurance Company
2
SECOND AMENDMENT
TO THE
CREDIT AGREEMENT
This Second Amendment to the Credit Agreement dated effective as of
December 1, 1999 (the "Second Amendment") is attached to and hereby expressly
made a part of the Credit Agreement dated as of June 1, 1999 (the "Credit
Agreement") by and between State Auto Financial Corporation (the "Company") and
State Automobile Mutual Insurance Company (the "Lender").
In consideration of the mutual covenants set forth herein and INTENDING
TO BE LEGALLY BOUND HEREBY, the Company and the Lender hereby agree to amend the
Credit Agreement in the following particulars as set forth in this Second
Amendment.
Section 1. Definitions and Accounting Matters: The definition of
Commitment is deleted and replaced by the following:
Commitment shall mean, as to the Lender, the obligation of the Lender
to make Loans in an aggregate principal amount up to but not exceeding
$45,500,000.
Section 2. Commitment, Loans, Notes and Prepayments:
Section 2.01 Loans is deleted and replaced by the following:
2.01. Loans: The Lender agrees, on the terms and conditions of this
Agreement, to make one or more term loans to the Company in dollars on
or before the Commitment Termination Date in an aggregate principal
amount up to but not exceeding $45,500,000. Loans paid or prepaid may
not be re-borrowed.
In addition, the Company hereby restates and brings forward each
representation and warranty set forth in Section 6 of the Credit Agreement as
though each were made as of the date of this Second Amendment.
The Company also specifically agrees that the covenants set forth in
Section 7 of the Credit Agreement shall continue to be applicable to the Credit
Agreement as amended by this Second Amendment.
By their signatures hereon, the parties expressly agree to the changes
to the Credit Agreement as set forth in this Second Amendment and each does
further hereby reaffirm each and every other provision of the Credit Agreement.
For the Company
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Title: Senior Vice President
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3
For the Lender
Commitment
$45,500,000
State Automobile Mutual Insurance Company
By: /s/ Xxxx X. Xxxxxxx
---------------------------------
Title: Vice President
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