EX-10.48



 






Exhibit 10.48




ACKNOWLEDGMENT OF EXTENSION

AND

FIRST AMENDMENT TO PUT AGREEMENT




     THIS ACKNOWLEDGMENT OF EXTENSION AND FIRST AMENDMENT TO PUT AGREEMENT (this “First Amendment”)
is made and entered into as of the 10th day of November, 2004, by and among STATE AUTOMOBILE MUTUAL
INSURANCE COMPANY, a mutual insurance company duly organized and validly existing under the laws of
the State of Ohio (“State Auto Mutual”), STATE AUTO FINANCIAL CORPORATION, a corporation
duly organized and validly existing under the laws of the State of Ohio (“State Auto
Financial” and, together with State Auto Mutual, the “State Auto Obligors”), and
KEYBANK NATIONAL ASSOCIATION, a national banking association, AS AGENT (the “Agent”).



Recitals:




     A. The Agent is the agent on behalf of various “Lenders” under and pursuant to the Credit
Agreement (as this and other capitalized terms used herein and not otherwise defined herein are
defined in the Put Agreement, defined below).



     B. The State Auto Obligors and the Agent are parties to that certain Put Agreement dated as of
November 12, 2003 (the “Put Agreement”), pursuant to which, inter alia, the State
Auto Obligors agreed, subject to the terms and conditions thereof, to purchase, as the case may be,
from the Lenders Loans (as defined in the Credit Agreement) and other interests under the Credit
Agreement or from the Agent the Pledged Stock.



     C. Pursuant to a letter to the Agent dated September 10, 2004, the Borrower has requested an
extension of the Commitment Termination Date pursuant to Section 2.19 of the Credit Agreement (the
“Extension”).



 









 





     D. In connection with the Extension and pursuant to Section 4.20 of the Put Agreement, State
Auto Mutual is to deliver to the Agent certain certificates, including a certificate to the effect
that the representations and warranties made by the State Auto Obligors in Article III thereof are
true and complete with the same force and effect as if made on and as of such date of the
Extension; and in order to be able to make such certification in respect of representations and
warranties, State Auto Mutual has requested to revise certain of the Schedules to the Put
Agreement.



     E. The Borrower, the Agent and the Lenders have this date entered into Confirmation of
Extension and First Amendment to Credit Agreement (the “Confirmation”), inter alia,
in respect of the Extension, and it is a condition to the effectiveness of the Confirmation that
the State Auto Obligors execute and deliver this First Amendment.



Agreements:




     NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual agreements
hereinafter set forth, the State Auto Obligors and the Agent hereby agree as follows:



     1. Acknowledgment of Extension. The State Auto Obligors acknowledge and agree that,
pursuant to the Confirmation the Commitment Termination Date is extended to November 9, 2005 and
agree that the Extension does not impair or release any obligation or liability of the State Auto
Obligors under and pursuant to the Put Agreement.



     2. Amendments to Put Agreement. The Put Agreement is hereby modified by:



     A. substituting the amended and restated Schedules I (Parts A and B), II (Parts A and B), III
(Parts A and B) and IV attached hereto as Attachments A, B, C and D, respectively, for the existing
Schedules I (Parts A and B), II (Parts A and B), III (Parts A and B) and IV to the Put Agreement;
and



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     B. amending and restating in its entirety paragraph (a) of Section 4.10 of the Put Agreement
to provide as follows:




     (a) Statutory Surplus. State Auto Mutual shall not permit its Statutory
Surplus at any time to be less than (a) $989,347,000, at any time prior to the occurrence of
a catastrophe giving rise to Loans being outstanding under the Credit Agreement
(provided that no Loans are outstanding at such time) and (b) $931,150,000, at any
time during the period from and including the date of occurrence of a catastrophe giving
rise to Loans being outstanding under the Credit Agreement to but excluding the date all
Loans shall have been required to be repaid in full pursuant to the terms of the Credit
Agreement. State Auto Mutual shall not permit the Statutory Surplus of State Auto P&C to be
less than (a) $337,955,000, at any time prior to the occurrence of a catastrophe giving rise
to Loans being outstanding under the Credit Agreement (provided that no Loans are
outstanding at such time) and (b) $318,076,000, at any time during the period from and
including the date of occurrence of a catastrophe giving rise to Loans being outstanding
under the Credit Agreement to but excluding the date all Loans shall have been required to
be repaid in full pursuant to the terms of the Credit Agreement.



     3. Effective Date; Conditions Precedent. The modifications to the Put Agreement set
forth in Paragraph 2, above, shall not be effective unless and until the date on which the Borrower
has satisfied all of the following conditions precedent (such date of effectiveness being the
“Effective Date”):



     A. Officer Certificate. On the Effective Date, and after giving effect to the
substitution of Schedules provided for above, (i) there shall exist no Put Event (or any event that
with notice or lapse of time or both would become a Put Event), and an Authorized Officer of each
State Auto Obligor shall have delivered to the Agent written confirmation thereof dated as of the
Effective Date, and (ii) the representations and warranties of the State Auto Obligors under
Article III of the Put Agreement shall have been reaffirmed in writing as of the Effective Date.



     B. Corporate Authorization. Each of the State Auto Obligors shall have delivered to
the Agent copies, certified by its Secretary or Assistant Secretary, of its Board of Directors’
resolutions and of resolutions or actions of any other body authorizing the execution and delivery
of this First Amendment.



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     4. Confirmation of Agreement. Each of the State Auto Obligors hereby affirms all of
its obligations to the Agent and the Lenders under the Put Agreement and that as of the Effective
Date there are no claims, defenses or set-offs to the obligations of either of the State Auto
Obligors under the Put Agreement.



     5. Agent’s Expense. The State Auto Obligors agree to reimburse the Agent promptly for
its reasonable costs and expenses incurred in connection with this First Amendment and the
transactions contemplated hereby, including, without limitation, the reasonable fees and expenses
of the Special Counsel.



     6. No Other Modifications. Except as expressly provided in this First Amendment, all
of the terms and conditions of the Put Agreement remain unchanged and in full force and effect.



     7. Governing Law; Binding Effect. This First Amendment shall be governed by and
construed in accordance with the laws of the State of Ohio and shall be binding upon and inure to
the benefit of the State Auto Obligors, the Agent and their respective successors and assigns.



     8. Counterparts. This First Amendment may be executed in separate counterparts, each
of which shall be deemed to be an original, and all of which together shall be deemed a fully
executed agreement.



[No additional provisions are on this page; the next page is the signature page.]





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     IN WITNESS WHEREOF, the State Auto Obligors and the Agent have hereunto set their hands as of
the date first above written.



	 	 	 	 	 
	 	 	STATE AUTO OBLIGORS
	 
	 	 	 	 
	 	 	STATE AUTOMOBILE MUTUAL INSURANCE COMPANY
	 
	 	 	 	 
	

	 	By:
	 	/s/ Steven J. Johnston
	

	 	 	 	 
	 	 	Title: Treasurer and Chief Financial Officer
	 
	 	 	 	 
	 	 	STATE AUTO FINANCIAL CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert H. Moone
	

	 	 	 	 
	 	 	Title: President and Chief Executive Officer
	 
	 	 	 	 
	 	 	AGENT
	 
	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION,
AS AGENT
	 
	 	 	 	 
	

	 	By:
	 	/s/ Mary K. Young
	

	 	 	 	 
	 	 	Title: Vice President






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