EXHIBIT 10.3
[STATE STREET LOGO] [LETTER HEAD OF XXXXXX X. XXXXXXXX]
As of September 30, 2002
Selective Insurance Company of America
Selective Insurance Group, Inc.
00 Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
RE : Loan Facility
Ladies and Gentlemen:
State Street Bank and Trust Company (the "Bank") has made available to
Selective Insurance Company of America, a corporation organized under the laws
of New Jersey(the "Company") and Selective Insurance Group, Inc., a corporation
organized under the laws of New Jersey (the "Parent") (collectively, the
Company and the Parent are hereinafter referred to as the "Borrower") an
aggregate $25,000,000 revolving line of credit (the "Line of Credit") as
described in a letter agreement dated March 3, 1997 (as amended, the "Letter
Agreement"). All obligations of the Borrower arising under the Line of Credit
are evidenced by a promissory note in the original principal amount of
$25,000,000 dated March 3, 1997 made by the Borrower to the order of the
Bank (as amended, the "Note").
The Borrower has requested, and the Bank has agreed pursuant to the
terms hereof, to extend the Revolving Maturity Date, as defined in the Letter
Agreement, as set forth hereinbelow. Therefore, for good and valuable
consideration, the receipt of which is hereby acknowledged, the Borrower and
the Bank hereby agree as follows:
I. Amendment of Letter Agreement
Paragraph 1 of the Letter Agreement is hereby amended by deleting the
following therefrom: "September 30, 2002" and substituting the following
therefor: "June 30, 2003". All references to "Revolving Maturity Date" in the
Letter Agreement or any related document shall hereafter be deemed to refer to
June 30, 2003.
II. Miscellaneous
1. As amended hereby, all terms and conditions of the Letter
Agreement and Note remain in full force and effect and are ratified and
affirmed as of the date hereof and extended to give effect to the terms hereof.
2. Each Borrower represents and warrants to the Bank as follows:
(a) no Event of Default has occurred and is continuing on the date hereof under
the Letter Agreement or the
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EXHIBIT 10.3
Selective Insurance Company
of America
Selective Insurance Group, Inc.
As of September 30,2002
Page 2
Note; (b) each of the representations and warranties of the Borrowers contained
in Paragraph 9 of the Letter Agreement is true and correct in all material
respects on and as of the date of this letter amendment; (c) the execution,
delivery and performance of each of this letter amendment, the Letter
Agreement, as amended hereby, and the Note (collectively, the "Amended
Documents") (i) are, and will be, within its corporate power and authority,
(ii) have been authorized by all necessary corporate proceedings, (iii) do not,
and will not, require any consents or approvals including from any governmental
authority other than those which have been received, (iv) will not contravene
any provision of, or exceed any limitation contained in, the charter documents
or by-laws or other organizational documents of such Borrower or any law, rule
or regulation applicable to such Borrower, (v) do not constitute a default
under any other agreement, order or undertaking binding on such Borrower; (d)
each of the Amended Documents constitutes the legal, valid, binding and
enforceable obligation of such Borrower, except as the same may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
enforcement of creditors' rights generally and by general equitable principles;
and (e) if the proceeds of any Revolving Loan are utilized to finance the
purchase of the stock of the Parent, such use will be in compliance with
Regulations U and X of the Board of Governors of the Federal Reserve System.
3. This letter amendment shall constitute an agreement executed
under seal to be governed by the laws of The Commonwealth of Massachusetts.
4. This letter amendment may be executed in counterparts each of
which shall be deemed to be an original document.
Sincerely,
STATE STREET BANK AND
TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Xxxxxx X. Xxxxxxxx
Vice President
36
EXHIBIT 10.3
Selective Insurance Company
of America
Selective Insurance Group, Inc.
As of September 30, 2002
Page 3
Acknowledged and accepted:
SELECTIVE INSURANCE COMPANY OF AMERICA
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------
Title: SVP, CFO & Treasurer
By: /s/ Xxxxxxxx X. Xxxxxxxxxxx
-------------------------------
Title: AVP, Assistant Treasurer
SELECTIVE INSURANCE GROUP, INC.
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------
Title: SVP, CFO & Treasurer
By: /s/ Xxxxxxxx X. Xxxxxxxxxxx
-------------------------------
Title: AVP, Assistant Treasurer
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