34
Exhibit 10.73
FIRST AMENDMENT TO INTERCOMPANY CASH CONCENTRATION FUND AGREEMENT
THIS FIRST AMENDMENT dated as of October 1, 1998 ("Amendment") is entered into
by and among AID Finance Services, Inc. ("AID"), Nationwide Mutual Insurance
Company ("Nationwide"), as successor in interest to ALLIED Mutual Insurance
Company, ALLIED Group, Inc. ("AGI"), AMCO Insurance Company ("AMCO"), ALLIED
Property and Casualty Insurance Company ("APC"), Depositors Insurance Company
("Depositors"), Western Heritage Insurance company ("WHIC"), ALLIED Group
Information Systems, Inc. ("AGIS"), Midwest Printing Services, Ltd. ("MWP"), The
Freedom Group, Inc. ("TFG"), ALLIED General Agency Company ("AGA"), ALLIED Life
Financial Corporation ("ALFC"), ALLIED Life Insurance Company ("Life"), ALLIED
Group Insurance Marketing Company ("AGIMC"), ALLIED Group Merchant Banking
Corporation ("AGMBC"), and ALLIED Life Brokerage Agency, Inc. ("ALBA") to amend
the Intercompany Cash Concentration Fund Agreement effective the 24th day of
April, 1995 ("Agreement"). AID, NATIONWIDE, AGI, AMCO, APC, Depositors, WHIC,
AGLC, AGIS, MWP, TFG, AGA, ALFC, Life, AGMBC, ALBA, and AGIMC shall be referred
to collectively as the "Companies." AMCO, APC, Depositors, WHIC, AGLC, AGIS,
MWP, TFG, and AGA are referred to collectively as the "AGI Subsidiaries." Life,
AGMBC and ALBA are referred to collectively as the "ALFC Subsidiaries." AID and
AGIMC are referred to collectively as the "Mutual Subsidiaries."
1. This Amendment shall be effective as of October 1, 1998.
2. Section 6.2 of the Agreement is hereby amended, by deleting all of the
words in Section 6.2 except for the heading and replacing them with
the following words:
"(a) Nationwide acquisition. A change of control in any of the
Companies, AGI Subsidiaries, ALFC Subsidiaries or Mutual
Subsidiaries which results in a majority interest being held by
NATIONWIDE or an affiliate of NATIONWIDE, shall not be
considered a change of control for the purposes of Section 6.2
of the Agreement.
(b) Control Change. A change of control in any of the Companies,
AGI Subsidiaries, ALFC Subsidiaries, or Mutual Subsidiaries
which results in a majority interest being held by a person or
entity other than one of the Companies, AGI Subsidiaries, ALFC
Subsidiaries, or Mutual Subsidiaries, shall automatically
terminate that company's participation in this Agreement and all
funds invested in the Cash Concentration Fund ("CCF") by that
company will be immediately returned to any company terminated
by this paragraph.
(c ) Waiver. Any exercise of the options that were granted to
the Companies by Section 6.2 of the Agreement, as it was written
prior to this Amendment are hereby waived by the Companies and
shall be deemed null and void as if never made."
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(d) Termination at will. Nationwide may terminate this Agreement
or the participation of any one or more of the parties to this
Agreement at any time.
3. Section 9.3 of the Agreement shall be hereby amended to delete the
first sentence of the section and to replace that sentence with the
following sentence:
"All notices, requests, demands, and other communications
hereunder shall be in writing and shall be deemed to have been
duly given if delivered personally or if mailed by certified or
registered mail (return receipt requested) to the party at the
address of the party's Vice President - Finance, an Executive
Vice President, President or Chief Executive Officer at its
address as set forth on Exhibit I of this Amendment."
4. Section 5.1 of the Agreement shall be hereby amended by deleting all
of the words and headings written therein and replacing the deleted
words with the following:
"5.1. Loan from the CCF Fund. From and after October 1, 1998,
there shall be no borrowing from the CCF Fund by the Companies
(as defined in the Agreement). Any of the Companies that has
borrowed money from the CCF Fund but, has not as of October 1,
1998, fully repaid all principal balances, accrued interest and
other charges or penalties as required by the loan document
shall be required to repay the debt in full according to the
terms of the loan document."
5. Section 5.2 of the Agreement shall be hereby amended by deleting all
of the words and headings written therein and replacing the deleted
words with the following:
"5.2. CCF Funds may be Invested. The CCF Fund may be invested in
those classes or types of investments listed on Schedule 1
attached hereto and made a part hereof as if fully reprinted
herein."
6. Section 2.1 of the Agreement shall be amended by deleting the words,
"(T)ermination of any parties Participation in this Agreement prior
to December 31, 2004 shall require Coordinating Committee approval,
provided, however, that..." and by capitalizing the letter "t" in the
next word.
7. This Amendment may be executed simultaneously in one or more
counterparts, each of which shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers as of the day and year first
above written.
AID Finance Services. Inc.
By: _________________________________
Print name: __________________________
Title:_________________________________
ALLIED Group, Inc.
By: _________________________________
Print name: __________________________
Title: _______________________________
ALLIED Property and Casualty Insurance Company
By: _________________________________
Print name: __________________________
Title: _______________________________
Nationwide Mutual Insurance Company
By: __________________________________
Print name: __________________________
Title:_________________________________
Western Heritage Insurance Company
By: __________________________________
Print name: ___________________________
Title: ________________________________
ALLIED Group Information Systems, Inc.
By: __________________________________
Print name: __________________________
Title: ________________________________
The Freedom Group, Inc.
By: __________________________________
Print name: ___________________________
Title: ________________________________
AMCO Insurance Company
By:__________________________________
Print name: __________________________
Title: _______________________________
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Depositors Insurance Company
By: _________________________________
Print name: __________________________
Title: _______________________________
Midwest Printing Services, Ltd.
By: ________________________________
Print name: _________________________
Title: ______________________________
ALLIED General Agency Company
By: ________________________________
Print name: _________________________
Title: ______________________________
ALLIED Life Financial Corporation
By: ________________________________
Print name: _________________________
Title: ______________________________
ALLIED Group Merchant Banking Corporation
By: _________________________________
Print name: __________________________
Title: _______________________________
ALLIED Group Insurance Marketing Company
By: _________________________________
Print name: __________________________
Title: _______________________________
ALLIED Life Insurance Company
By: _________________________________
Print name: __________________________
Title: _______________________________
ALLIED Life Brokerage Agency, Inc.
By: ___________________________________
Print name: ____________________________
Title: _________________________________
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SCHEDULE 1
SCHEDULE OF PERMITTED INVESTMENTS
SEI DAILY INCOME TRUST - PRIME OBLIGATION FUND
TEMPORARY INVESTMENT FUND
39
EXHIBIT I
NOTICES SHALL BE SENT TO THE ADDRESSES LISTED BELOW
AID Finance Services, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Attn: Vice President - Finance
ALLIED Group, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Attn: Vice President - Finance
ALLIED Property and Casualty Insurance Company
000 Xxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Attn: Vice President - Finance
Nationwide Mutual Insurance Company
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxx 00000
Attn: Executive Vice President - Chief Financial Officer
Western Heritage Insurance Company
0000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attn: Vice President - Finance
ALLIED Group Information Systems, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Attn: Vice President - Finance
The Freedom Group, Inc.
0000 00xx Xxxxxx XX
Xxxxx Xxxxxx, Xxxx 00000
Attn: Vice President - Finance
AMCO Insurance Company
000 Xxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Attn: Vice President - Finance
40
Depositors Insurance Company
000 Xxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Attn: Vice President - Finance
Midwest Printing Services, Ltd.
0000 000xx Xxxxxx, Xxxxx 0
Xxxxxxxxx, Xxxx 5091
Attn: Vice President - Finance
ALLIED General Agency Company
000 Xxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Attn: Vice President - Finance
ALLIED Life Financial Corporation
000 Xxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Attn: Vice President - Finance
ALLIED Group Merchant Banking Corporation
000 Xxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Attn: Vice President - Finance
ALLIED Group Insurance Marketing Company
000 Xxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Attn: Vice President - Finance
ALLIED Life Insurance Company
000 Xxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Attn: Vice President - Finance
ALLIED Life Brokerage Agency, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000
Attn: Vice President - Finance
