FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of the 28th day of June,
2002 (this "Amendment"), is made among SELECTIVE INSURANCE GROUP, INC., a New
Jersey corporation with its principal offices in Branchville, New Jersey (the
"Parent"), and SELECTIVE INSURANCE COMPANY OF AMERICA, a New Jersey corporation
with its principal offices in Branchville, New Jersey ("XXXX," and collectively
with the Parent, the "Borrowers"), and WACHOVIA BANK, NATIONAL ASSOCIATION
(formerly known as First Union National Bank) ("Lender"). Capitalized terms used
but not defined herein shall have the meanings given to such terms in the Credit
Agreement referred to below, as amended by this Amendment. Unless otherwise
specified, section references herein refer to sections set forth in the Credit
Agreement, as amended by this Amendment.
RECITALS
A. The Borrowers and the Lender are parties to a Credit Agreement, dated
as of October 22, 1999, as amended (the "Credit Agreement"), providing for the
availability of a revolving credit facility to the Borrower upon the terms and
conditions set forth therein.
B. The Borrower has requested an extension of the maturity of such
revolving credit facility, as more fully set forth herein, and the Lender has
agreed to such extension upon the terms and conditions set forth herein.
STATEMENT OF AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, for themselves
and their successors and assigns, agree as follows:
ARTICLE I
AMENDMENT TO CREDIT AGREEMENT
1.1 Section 1.1 is hereby amended by adding the following definition
thereto in appropriate alphabetical order:
""Fifth Amendment" shall mean the Fifth Amendment to Credit Agreement,
dated as of June 28, 2002, among the Borrowers and the Lender, which amends this
Agreement."
1.2 Section 1.1 is hereby further amended by replacing the following
definitions, as currently set forth therein, with the definitions as set forth
below:
""Agreement" shall mean this Credit Agreement, as amended by the First
Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and
the Fifth Amendment and as further amended, modified or supplemented from time
to time."
""Maturity Date" shall mean June 27, 2003 or such later date to which the
Maturity Date may be extended pursuant to Section 2.18."
1.3 Section 2.18 is hereby amended by replacing the references therein to
"June 28, 2002" with "June 27, 2003."
1.4 Section 9.5(b) is deleted in its entirety and is replaced with the
following:
"(b) if to the Lender, to it at the address set forth on its signature
page to the Fifth Amendment;"
ARTICLE II
EFFECTIVENESS
This Amendment shall become effective on June 28, 2002 (the "Fifth
Amendment Effective Date"), provided that the following conditions shall have
been satisfied as of such date:
2.1 Representations and Warranties; Officer's Certificate. The following
shall be true and the Lender shall have received a certificate, signed by the
president, chief executive officer or chief financial officer of each Borrower,
dated the Fifth Amendment Effective Date, in form and substance satisfactory to
the Lender, certifying that (i) each of the representations and warranties of
such Borrower contained in this Amendment, the Credit Agreement and the other
Credit Documents is true and correct on and as of the Fifth Amendment Effective
Date and after giving effect to this Amendment with the same effect as if made
on and as of such date (except to the extent any such representation or warranty
is expressly stated to have been made as of a specific date, in which case such
representation or warranty is true and correct as of such date), and (ii) on and
as of the Fifth Amendment Effective Date and after giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing.
2.2 Amendment Fee. In consideration of the amendments effected hereby, the
Borrower shall have paid to the Lender a fee in the amount of $5,000.
2.3 Secretary's Certificates. With respect to each Borrower, the Lender
shall have received a certificate, signed by the secretary or an assistant
secretary of such Borrower, dated the Fifth Amendment Effective Date, in form
and substance satisfactory to the Lender, certifying that (i) since October 22,
1999, there has been no amendment to the articles of incorporation or bylaws of
such Borrower (or, if and to the extent any of the foregoing have been amended
since such date, a statement to such effect, attaching copies thereof), and (ii)
attached thereto is a true and complete copy of resolutions adopted by the board
of directors of such Borrower authorizing the execution, delivery and
performance of this Amendment.
2.4 Fees and Expenses. The Borrower shall have paid all fees and expenses
of the Lender required under the Credit Agreement to have been paid on or prior
to the Fifth Amendment Effective Date, including without limitation the
reasonable fees and expenses of counsel to the Lender.
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2.5 No Material Adverse Change. Since December 31, 2001, there shall not
have occurred any Material Adverse Change.
2.6 Other Documents. The Lender shall have received such other documents,
certificates, opinions and instruments in connection with this Amendment as it
shall have reasonably requested.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each of the Borrowers hereby represents and warrants to the Lender that,
after giving effect to this Amendment:
(a) 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 with
the same effect as if made on and as of the date hereof (except to the extent
any such representation or warranty is expressly stated to have been made as of
a specific date, in which case such representation or warranty is true and
correct as of such date).
(b) On and as of the Fifth Amendment Effective Date, no Default or Event
of Default has occurred and is continuing.
ARTICLE IV
GENERAL
4.1 Full Force and Effect. From and after the Fifth Amendment Effective
Date, all references to the Credit Agreement set forth in any other Credit
Document or other agreement or instrument shall, unless otherwise specifically
provided, be references to the Credit Agreement as amended by this Amendment and
as may be further amended, modified, restated or supplemented from time to time.
This Amendment is limited as specified and shall not constitute or be deemed to
constitute an amendment, modification or waiver of, or consent to departure
from, any provision of the Credit Agreement except as expressly set forth
herein. Except as expressly amended hereby, the Credit Agreement shall remain in
full force and effect in accordance with its terms.
4.2 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to principles
of conflict of laws (excluding New York General Obligations Law Section 5-1401).
4.3 Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one instrument.
4.4 Construction. The headings of the various sections and subsections of
this Amendment have been inserted for convenience only and shall not in any way
affect the meaning or construction of any of the provisions hereof.
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4.5 Severability. To the extent any provision of this Amendment is
prohibited by or invalid under the applicable law of any jurisdiction, such
provision shall be ineffective only to the extent of such prohibition or
invalidity and only in any such jurisdiction, without prohibiting or
invalidating such provision in any other jurisdiction or the remaining
provisions of this Amendment in any jurisdiction.
4.6 Successors and Assigns. This Amendment shall be binding upon, inure to
the benefit of and be enforceable by the respective successors and permitted
assigns of the parties hereto.
[signatures appear on the following pages]
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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be executed by its duly authorized officer as of the day and year first above
written.
SELECTIVE INSURANCE GROUP, INC.
By:
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Name:
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Title:
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SELECTIVE INSURANCE COMPANY OF AMERICA
By:
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Name:
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Title:
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(signatures continue)
SIGNATURE PAGE TO
FIFTH AMENDMENT
WACHOVIA BANK, NATIONAL ASSOCIATION
(formerly known as First Union National Bank)
By:
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Name:
--------------------------------------
Title:
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Instructions for wire transfers to the
Lender:
Wachovia Bank, National Association
ABA Routing No. 000000000
Account Name: GL
Account Number: 01459168111011
Attention: Xxxxxxx Xxxxxx
Reference: Selective Insurance
Address for notices:
Wachovia Bank, National Association
000 X. Xxxxxxx Xxxxxx, XX 00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
with a copy to:
Wachovia Bank, National Association
0000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Xxxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
SIGNATURE PAGE TO
FIFTH AMENDMENT
