Exhibit 10.1
as of May 31, 1999
Selective Insurance Company of America
Selective Insurance Group, Inc.
00 Xxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxx Xxxxxx 00000-0000
Re: Letter Loan Agreement dated June 30,1997 as heretofore
modified an extended (the "Loan Agreement")
Gentlemen:
This is to confirm our approval of your request for an
extension through July 31,2000 of the expiration date of the
$25,000,000.00 Revolving Line of Credit provided for in the Loan
Agreement. Accordingly, we have agreed to modify the definition
of Revolving Maturity Date to provide that July 31, 2000 is the
Revolving Maturity Date. Our approval is subject to your
agreement that paragraph 4 of the Loan Agreement be modified, and
by your execution hereof you agree it is so modified, to read as
follows:
4. Interest Rate. Principal on each outstanding Revolving
Loan shall bear interest as selected by the applicable Borrower
at a floating rate equal to the Adjusted Libor Rate plus 60 basis
points per annum. Revolving Loans may be made for interest
periods of 1 or 3 months, the foregoing interest periods shall be
acceptable to the Bank and adjusted for month-end, weekend and
holiday periods. An interest period shall commence on the first
day of each month and end one (1) or three (3) months thereafter
as selected by the Borrower. All borrowings hereunder during each
interest periods shall be at the Adjusted Libor Rate as
determined at the beginning of the Interest Period, plus 60 basis
point. Interest on each Revolving Loan shall be calculated on the
basis of a 360-day year for the actual number of days elapsed.
Interest shall be payable monthly in arrears on the first day of
each month. All accrued and unpaid interest on all Revolving
Loans shall be due and payable on the same day when principal is
payable, whether upon acceleration following an Event of Default
as defined herein or on the Revolving Maturity Date. Revolving
Loans may be prepaid without penalty. Revolving Loans which are
repaid may be reborrowed subject to the terms hereof.
Our approval shall not constitute a waiver of any Events of
Default, if any so exist, or any future violation of any
provisions of the Loan Agreement or any other Loan Documents.
Capitalized terms not defined herein but in the Loan
Agreement shall have the same meaning ascribed to such terms in
the Loan Agreement. Your execution shall also act as your
representation that the execution of this letter agreement has
been authorized by all required corporate action, that this
letter agreement constitutes the valid and binding obligation of
the Borrower, is enforceable in accordance with its terms, that
no Event of Default exists and that no material adverse change of
the Borrower has occurred.
Except as herein set forth, the Loan Agreement and all other
Loan Documents shall remain in force and effect. Our agreement as
aforesaid is subject to your written agreement with the terms
hereof by signing and returning a copy hereof where so indicated
below, along with the enclosed replacement revolving credit
master promissory notes, where so indicated below.
Summit Bank
By: /s/ Xxxxxxx X. Xxxxx
------------------------
Name: Xxxxxxx X. Xxxxx
Title:VP & Manager
Agreed to:
Selective Insurance Company of America
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Sr. VP & CFO
Selective Insurance Company of America
By: /s/ Xxxxxx X. Rank
---------------------
Name: Xxxxxx X. Rank
Title: Sr. VP & CIO
Selective Insurance Group, Inc.
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Sr. VP & CFO
Selective Insurance Group, Inc.
By: /s/ Xxxxxx X. Rank
-------------------------
Name: Xxxxxx X. Rank
Title: Sr. VP & CIO
REPLACEMENT
REVOLVING CREDIT MASTER
PROMISSORY NOTE
$25,000,000.00 Cranford, New Jersey
as of May 31, 1999
FOR VALUE RECEIVED, the undersigned SELECTIVE INSURANCE
COMPANY OF AMERICA (the "Borrower") promises to pay to the order
of SUMMIT BANK (herein called "Bank") at 000 Xxxxxx Xxxxxx,
Xxxxxxxx, XX 00000, such sum up to Twenty Five Million and 00/100
Dollars ($25,000,000.00), together with interest as hereinafter
provided, as may be outstanding on loans by Bank to Borrower
under a letter agreement referred to below. The principal amount
owing hereunder shall be paid to the Bank on July 31, 2000 (the
"Maturity Date") or as may otherwise be provided for in the
letter agreement.
Interest on portions of the daily unpaid principal
amount from time to time outstanding hereunder shall be payable
monthly on the first day of each month during the term hereof and
on the Maturity Date, at a fluctuating interest rate per annum of
the Adjusted Libor Rate plus sixty (60) basis points if, in
accordance with the terms of the Loan Agreement, interest on such
portion is calculated based on the Adjusted Libor Rate.
This Note is issued in accordance with that certain
letter agreement dated June 30, 1997 between Borrower, Selective
Insurance Group, Inc. and Bank (said letter agreement as amended
or modified from time to time the "Letter Agreement"). Any
capitalized term used herein without definition shall have the
definition contained in the Loan Agreement. All the terms and
conditions of the Letter Agreement are incorporated herein as
though fully set forth and the Borrower acknowledges the reading
and execution of said Letter Agreement.
In addition to all remedies provided by law upon
default on payment of this Note or any installment thereof, or
upon an Event or Default under the terms of the Letter Agreement
or of any obligation heretofore or hereafter incurred by the
Borrower to Bank, Bank may, at its option:
(1) Declare this note and all other loans and
Obligations owing Bank from the Borrower to be forthwith due and
payable.
(2) Collect interest on the principal balance owing
hereon at a rate of two (2%) in excess of the rate provided for
above, and if this Note is referred to an attorney for
collection, collect reasonable attorneys' fees;
-1-
(3) Set off the amount owing hereunder against any
money owed by Bank in any capacity to the Borrower, whether due
or not, and Bank shall be deemed to have exercised such right of
set off, and to have made a charge against any such money
immediately upon the occurrence of any default, even though the
actual book entries may be made at some time subsequent thereto;
and
(4) Exercise any and all remedies provided for in the
Letter Agreement or otherwise available by applicable law.
Bank shall not, by any act, delay, omission or
otherwise be deemed to have waived any of its right or remedies
hereunder shall valid against Bank unless in writing, signed by a
duly authorized officer of Bank, and then only to the extent
therein set forth. The waiver by Bank of any right or remedy
hereunder upon any one occasion shall not be construed as a bar
to any right or remedy which it would otherwise have had on any
future occasion.
If any payment required hereunder is not paid within 15
days of the date due, the Borrower shall pay to Bank a late fee
of 5% of the past due amount.
The Borrower shall have the right to make prepayment of
this Note, in whole or in part, without premium or penalty. The
Borrower hereby waives presentment for payment, protest and
notice of protest for nonpayment of this notice.
This note replaces that certain Revolving Credit Master
Promissory Note of Borrower to Bank in the principal sum of
$25,000,000.00 dated June 30, 1997 and is not intended to be a
novation of said not or the loans evidenced thereby.
BORROWER WAIVES TRIAL BY JURY IN ANY ACTION UNDER
RELATING TO THIS NOTE AND THE LOANS EVIDENCED HEREBY.
SELECTIVE INSURANCE COMPANY OF AMERICA
By: /s/ Xxxxx X. Xxxxxxxx
---------------------
name: Xxxxx X. Xxxxxxxx
title: Sr. VP & CFO
SELECTIVE INSURANCE COMPANY OF AMERICA
By: /s/ Xxxxxx X. Rank
-------------------
name: Xxxxxx X. Rank
title: Sr. VP & CIO
-2-
REPLACEMENT
REVOLVING CREDIT MASTER
PROMISSORY NOTE
$25,000,000.00 Cranford, New Jersey
as of May 31, 1999
FOR VALUE RECEIVED, the undersigned SELECTIVE INSURANCE
GROUP, INC. (the "Borrower") promises to pay to the order of
SUMMIT BANK (herein called "Bank") at 000 Xxxxxx Xxxxxx,
Xxxxxxxx, XX 00000, such sum up to Twenty Five Million and 00/100
Dollars ($25,000,000.00), together with interest as hereinafter
provided, as may be outstanding on loans by Bank to Borrower
under a letter agreement referred to below. The principal amount
owing hereunder shall be paid to the Bank on July 31, 2000 (the
"Maturity Date") or as may otherwise be provided for in the
letter agreement.
Interest on portions of the daily unpaid principal
amount from time to time outstanding hereunder shall be payable
monthly on the first day of each month during the term hereof and
on the Maturity Date, at a fluctuating interest rate per annum of
the Adjusted Libor Rate plus sixty (60) basis points if, in
accordance with the terms of the Loan Agreement, interest on such
portion is calculated based on the Adjusted Libor Rate.
This Note is issued in accordance with that certain
letter agreement dated June 30, 1997 between Borrower, Selective
Insurance Group, Inc. and Bank (said letter agreement as amended
or modified from time to time the "Letter Agreement"). Any
capitalized term used herein without definition shall have the
definition contained in the Loan Agreement. All the terms and
conditions of the Letter Agreement are incorporated herein as
though fully set forth and the Borrower acknowledges the reading
and execution of said Letter Agreement.
In addition to all remedies provided by law upon
default on payment of this Note or any installment thereof, or
upon an Event or Default under the terms of the Letter Agreement
or of any obligation heretofore or hereafter incurred by the
Borrower to Bank, Bank may, at its option:
(1) Declare this note and all other loans and
Obligations owing Bank from the Borrower to be forthwith due and
payable.
(2) Collect interest on the principal balance owing
hereon at a rate of two (2%) in excess of the rate provided for
above, and if this Note is referred to an attorney for
collection, collect reasonable attorneys' fees;
-1-
(3) Set off the amount owing hereunder against any
money owed by Bank in any capacity to the Borrower, whether due
or not, and Bank shall be deemed to have exercised such right of
set off, and to have made a charge against any such money
immediately upon the occurrence of any default, even though the
actual book entries may be made at some time subsequent thereto;
and
(4) Exercise any and all remedies provided for in the
Letter Agreement or otherwise available by applicable law.
Bank shall not, by any act, delay, omission or
otherwise be deemed to have waived any of its right or remedies
hereunder shall valid against Bank unless in writing, signed by a
duly authorized officer of Bank, and then only to the extent
therein set forth. The waiver by Bank of any right or remedy
hereunder upon any one occasion shall not be construed as a bar
to any right or remedy which it would otherwise have had on any
future occasion.
If any payment required hereunder is not paid within 15
days of the date due, the Borrower shall pay to Bank a late fee
of 5% of the past due amount.
The Borrower shall have the right to make prepayment of
this Note, in whole or in part, without premium or penalty. The
Borrower hereby waives presentment for payment, protest and
notice of protest for nonpayment of this notice.
This note replaces that certain Revolving Credit Master
Promissory Note of Borrower to Bank in the principal sum of
$25,000,000.00 dated June 30, 1997 and is not intended to be a
novation of said not or the loans evidenced thereby.
BORROWER WAIVES TRIAL BY JURY IN ANY ACTION UNDER
RELATING TO THIS NOTE AND THE LOANS EVIDENCED HEREBY.
SELECTIVE INSURANCE COMPANY OF AMERICA
By: /s/ Xxxxx X. Xxxxxxxx
---------------------
name: Xxxxx X. Xxxxxxxx
title: Sr. VP & CFO
SELECTIVE INSURANCE COMPANY OF AMERICA
By: /s/ Xxxxxx X. Rank
-------------------
name: Xxxxxx X. Rank
title: Sr. VP & CIO
-2-
