Amendment No.2 dated as of 4/19/02 to the 5 Yr Credit Agreement dated 5/25/00



 Exhibit 10.8.2 
  
 AMENDMENT NO. 2 TO FIVE YEAR CREDIT AGREEMENT 
  
 This Amendment (this “Amendment”) is entered into as of April 19, 2002 by and among Nationwide Mutual
Insurance Company (“Nationwide Mutual”), Nationwide Life Insurance Company (“Nationwide Life”), Nationwide Financial Services, Inc. (“NFS”; Nationwide Mutual, Nationwide Life and NFS are herein
referred to individually as a “Borrower” and collectively as the “Borrowers”), Bank One, NA, individually and as agent (the “Agent”), and the other financial institutions signatory hereto.

  
 RECITALS 
  
 A. The Borrowers, the Agent and the Lenders are party to that certain Five
Year Credit Agreement dated as of May 25, 2000 (as heretofore amended, the “Credit Agreement”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit
Agreement. 
  
 B. The Borrowers, the Agent and the undersigned
Lenders wish to amend the Credit 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. Amendment to Credit Agreement. On the date this Amendment becomes effective pursuant to Section 3 below,
Section 5.12 of the Credit Agreement shall be amended and restated in its entirety to read as follows: 
  
 5.12 Material Agreements. Neither such Borrower nor any Material Subsidiary of such Borrower is a party to any agreement or
instrument or subject to any charter or other corporate restriction which could reasonably be expected to have a Material Adverse Effect. Neither such Borrower nor any Material Subsidiary of such Borrower is in default (beyond any applicable grace
or notice period with respect thereto, if any) in the performance, observance or fulfillment of (a) any of the obligations, covenants or conditions contained in any agreement to which it is a party, which default could reasonably be expected to have
a Material Adverse Effect, or (b) any monetary obligation under any agreement or instrument evidencing or governing Indebtedness. 
  
 2. Representations and Warranties of the Borrowers. Each Borrower represents and warrants that: 
  
 (a) The execution, delivery and performance by such Borrower
of this Amendment have been duly authorized by all necessary corporate proceedings and that 

  









 
this Amendment is a legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency or similar law affecting creditors’ rights generally and by general principles of equity; 
  
 (b) After giving effect to this Amendment, each of the representations and warranties of such Borrower contained in the Credit Agreement
is true and correct 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; 
  
 (c) After
giving effect to this Amendment, no Default or Unmatured Default has occurred and is continuing with respect to such Borrower. 
  
 3. Effective Date. Section 1 of this Amendment shall become effective upon the execution and delivery hereof by the Borrowers, the Agent and
the Required Lenders (without respect to whether it has been executed and delivered by all the Lenders). 
  
 4. Reference to and Effect Upon the Credit Agreement. 
  
 (a) Except as specifically amended above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are
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 Credit Agreement or any Loan Document, nor constitute a waiver of any provision of the Credit
Agreement or any Loan Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof, “herein” or words
of similar import shall mean and be a reference to the Credit Agreement as amended hereby. 
  
 5. Costs and Expenses. Each Borrower hereby affirms its joint and several obligation under Section 9.6 of the Credit Agreement to reimburse the Agent for all reasonable costs, internal charges and out-of-pocket
expenses paid or incurred by the Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the attorneys’ fees and time charges of attorneys for the Agent with respect thereto.

  
 6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS. 
  
 7. 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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 8. 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.

  

			
	NATIONWIDE MUTUAL INSURANCE COMPANY
		
	By:	 	/s/ Carol L. Dove
	 	 	

	 	 	 Carol L. Dove

	 Title:
	 	 Associate Vice President and Assistant
 Treasurer



  

			
	 NATIONWIDE LIFE INSURANCE COMPANY

		
	By:	 	 /s/ Carol L. Dove

	 	 	

	 	 	 Carol L. Dove

	 Title:
	 	 Associate Vice President and Assistant
 Treasurer



  

			
	 NATIONWIDE FINANCIAL SERVICES, INC.

		
	By:	 	 /s/ Carol L. Dove

	 	 	

	 	 	 Carol L. Dove

	 Title:
	 	 Associate Vice President and Assistant
 Treasurer



  

			
	BANK ONE, NA, as Agent and as a Lender
		
	By:	 	 /s/ Illegible

	 	 	

	 Title:
	 	 Director



  

			
	 THE CHASE MANHATTAN BANK, as a Lender

		
	By:	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

 S-1 
 [TO AMENDMENT NO. 2] 









			
	 THE BANK OF NEW YORK, as a Lender

		
	By:	 	 /s/ Illegible

	 	 	

	 Title:
	 	 Vice President



  

			
	 CITICORP USA, INC., as a Lender

		
	By:	 	 /s/ Illegible

	 	 	

	 Title:
	 	 Vice President



  

			
	REVOLVING COMMITMENT VEHICLE CORPORATION, as a Lender
		
	 By:
	 	Morgan Guaranty Trust Company of New York, as Attorney-in-Fact for Revolving Commitment Vehicle Corporation


  

			
	By:	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Illegible

	 	 	

	 Title:
	 	 Managing Director



  

			
	FIRST UNION NATIONAL BANK, as a Lender
		
	By:	 	 
	 	 	

	 Title:
	 	 
	 	 	



  
  

			
	MELLON BANK, N.A., as a Lender
		
	By:	 	 /s/ Illegible

	 	 	

	 Title:
	 	 Assistant Vice President



  

 S-2 
 [TO AMENDMENT NO. 2] 









									
	 	 	 	 	FLEET NATIONAL BANK, as a Lender
					
	 	 	 	 	 	 	 By:
	 	 /s/ David A. Bosselalt

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 	 	 David A. Bosselalt

	 	 	 	 	 	 	 Title:
	 	 Director

			
	 	 	 	 	KEYBANK NATIONAL ASSOCIATION, as a Lender
					
	 	 	 	 	 	 	 By:
	 	 /s/ Illegible

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Title:
	 	 Vice President

			
	 	 	 	 	WELLS FARGO BANK, N.A., as a Lender
					
	 By:
	 	 /s/ Illegible
	 	 	 	 By:
	 	 /s/ Illegible

	 	 	
	 	 	 	 	 	

	 Title:
	 	 Vice President
	 	 	 	 Title:
	 	 Vice President

			
	 	 	 	 	FIRSTAR BANK, NA, as a Lender
					
	 	 	 	 	 	 	 By:
	 	 
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Title:
	 	 
	 	 	 	 	 	 	 	 	

			
	 	 	 	 	THE HUNTINGTON NATIONAL BANK, as a Lender
					
	 	 	 	 	 	 	 By:
	 	 /s/ Mark A. Scurci

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Title:
	 	 Vice President

			
	 	 	 	 	NATIONAL CITY BANK, as a Lender
					
	 	 	 	 	 	 	 By:
	 	 /s/ Illegible

	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Title:
	 	 Vice President


  

 S-3 
 [TO AMENDMENT NO. 2] 









			
	STATE STREET BANK AND TRUST COMPANY, as a Lender
		
	By:	 	 /s/ Illegible

	 	 	

	 Title:
	 	 Vice President



  

			
	WACHOVIA BANK, NA, as a Lender
		
	By:	 	 /s/ Illegible

	 	 	

	 Title:
	 	 Director



  

			
	FIFTH THIRD BANK, CENTRAL OHIO, as a Lender
		
	By:	 	 /s/ Illegible

	 	 	

	 Title:
	 	 Vice President



  

			
	FIRST HAWAIIAN BANK, as a Lender
		
	By:	 	 
	 	 	

	 Title:
	 	 
	 	 	



  

 S-4 
 [TO AMENDMENT NO. 2]