Amendment No. 1 to Credit Agreement



 Exhibit 10.1 
 EXECUTION COPY 
 AMENDMENT NO. 1 
 AMENDMENT NO. 1 dated as of October 29, 2007 to the Credit Agreement referred to below, between Safeco Corporation (the
“Borrower”), each of the Lenders identified under the caption “LENDERS” on the signature pages hereto and JPMorgan Chase Bank, N.A. (“JPMCB”), as administrative agent for the Lenders (in such capacity, the
“Administrative Agent”). 
 The Borrower, the Lenders party thereto (individually, a “Lender” and,
collectively, the “Lenders”) and the Administrative Agent are parties to a Credit Agreement dated as of March 31, 2005 (as amended, the “Credit Agreement”). The Borrowers and the Lenders wish to amend the
Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows: 
 Section 1. Definitions.
Capitalized terms used in this Amendment No. 1 and not otherwise defined are used herein as defined in the Credit Agreement. 
 Section 2. Amendments. Effective as provided in Section 5 hereof, the Credit Agreement shall be amended as follows: 
 2.01. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and
“hereof”) shall be deemed to be references to the Credit Agreement as amended hereby. 
 2.02. Section 1.01 of the Credit
Agreement is hereby amended by inserting the following new definitions (to the extent not already included in said Section 1.01) in the appropriate alphabetical locations and by amending the following definitions (to the extent already included
in said Section 1.01) to read in their entirety as follows: 
 “Shareholders’ Equity” means, as of
any date of determination, the sum of consolidated shareholders’ equity of the Borrower and its Subsidiaries as of that date determined in accordance with GAAP, but excluding the effect of any adjustment under Statement of Financial Accounting
Standards No. 115; provided, however, that for purposes of calculating Shareholder’s Equity for the Debt to Capitalization Ratio and Section 7.09, no equity value shall be attributed to any Additional Trust
Securities unless the Required Lenders determine otherwise. 
 2.03. Section 7.09 of the Credit Agreement is hereby amended to read in
its entirety as follows: 
 “7.09 Shareholders’ Equity. The Borrower shall not permit Shareholder’s
Equity at any time to be less than the sum of (a) an amount equal to 75% of Shareholder’s Equity as reported on the Borrower’s Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2007, (b) an amount
equal to 50% of the Consolidated Net 







 Income earned in each full fiscal quarter ending after September 30, 2007 (with no deduction for a
net loss in any such fiscal quarter) and (c) an amount equal to 25% of the Net Cash Proceeds received by the Borrower and its Subsidiaries after September 30, 2007 from the issuance and sale of Capital Stock of the Borrower or any
Subsidiary (other than issuances to the Borrower or a wholly-owned Subsidiary), including upon any conversion of debt securities of the Borrower into such Capital Stock.” 
 Section 3. Waiver. Subject to the satisfaction of the conditions specified in Section 5 hereof, each of the Lenders hereby waives any
Default or Event of Default that shall occur and be continuing as a result of (a) the Borrower’s compliance with the requirements of Section 7.09 of the Credit Agreement solely with respect to the four-month period ending
October 31, 2007, and (b) any breach of any representation or warranty made or deemed made by Borrower during such period with respect to such compliance. 
 Section 4. Representations and Warranties. The Borrower represents and warrants to the Administrative Agent and Lenders, after giving effect to the waiver set forth in Section 3 hereof, that
(a) the representations and warranties contained in Article V of the Credit Agreement, as amended hereby, or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and
correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and as if each reference in said Article
V to “this Agreement” (or words of like import) included reference to this Amendment No. 1, and except that the representations and warranties contained in subsections (a), (b) and (c) of Section 5.05 of the Credit
Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a), (b) and (c), respectively, of Section 6.01 of the Credit Agreement and (b) no Default shall exist under the Credit Agreement, as
amended hereby. 
 Section 5. Conditions Precedent to Effectiveness. The amendments set forth in Section 2 hereof and the
waiver set forth in Section 3 hereof shall become effective, as of the date hereof, upon receipt by the Administrative Agent of one or more counterparts of this Amendment No. 1 executed by the Borrower and each of the Required Lenders.

 Section 6. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect.
This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart.
This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York. 
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intentionally left blank] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and
delivered as of the day and year first above written. 
  

			
	SAFECO CORPORATION
		
	By:	 	 /s/ Neal A. Fuller

	Name:	 	Neal A. Fuller
	Title:	 	SVP & Treasurer


  

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 LENDERS 
  

			
	 JPMORGAN CHASE BANK, N.A.,
 individually and
as Administrative Agent

		
	By:	 	 /s/ Melvin D. Jackson

	Name:	 	Melvin D. Jackson
	Title:	 	Vice President
	
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Kipling Davis

	Name:	 	Kipling Davis
	Title:	 	Sr. Vice President
	
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Kurban H. Merchant

	Name:	 	Kurban H. Merchant
	Title:	 	Vice President
	
	KEYBANK NATIONAL ASSOCIATION
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	THE BANK OF NEW YORK
		
	By:	 	 /s/ Jeffrey R. Dickson

	Name:	 	Jeffrey R. Dickson
	Title:	 	Vice President
	
	WELLS FARGO BANK, N.A.
		
	By:	 	 /s/ Robert P. Fialkowsky

	Name:	 	Robert P. Fialkowsky
	Title:	 	Senior Vice President


  

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	 PNC BANK, NATIONAL ASSOCIATION

		
	By:	 	 /s/ Edward J. Chidiac

	Name:	 	Edward J. Chidiac
	Title:	 	Managing Director
	
	CITIBANK, N.A.
		
	By:	 	 /s/ Cynthia W. Priest

	Name:	 	Cynthia W. Priest
	Title:	 	Director
	
	 THE BANK OF TOKYO-MITSUBISHI
 UFJ, LTD., NEW
YORK BRANCH

		
	By:	 	 /s/ S. Schaffer

	Name:	 	S. Schaffer
	Title:	 	Vice President
	
	THE NORTHERN TRUST COMPANY
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 WILLIAM STREET COMMITMENT
 CORPORATION
(recourse only to the assets
 of William Street Commitment Corp.)

		
	By:	 	 /s/ Mark Walton

	Name:	 	Mark Walton
	Title:	 	Assistant Vice President
	
	MELLON BANK, N.A.
		
	By:	 	 /s/ Jeffrey R. Dickson

	Name:	 	Jeffrey R. Dickson
	Title:	 	Senior Vice President


  

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