EXHIBIT 10.2
SIXTH AMENDMENT TO CREDIT AGREEMENT
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of the 13th day of
September, 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) (the "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.
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 Borrowers upon the terms
and conditions set forth therein.
B. The Parent plans to issue debt securities in an aggregate principal
amount between approximately $100,000,000 and approximately $115,000,000 (the
"Debt Issuance") and to use a portion of the proceeds thereof to repay certain
existing private placement Indebtedness as and when due. The Borrowers have
requested a modification of one of the financial covenants contained in the
Credit Agreement in order to permit this Debt Issuance, and the Lender has
agreed to such modification 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 New Definition. Section 1.1 of the Credit Agreement is hereby
amended by adding the following definition thereto in appropriate alphabetical
order:
" "Sixth Amendment" shall mean the Sixth Amendment to Credit
Agreement, dated as of September 13, 2002, among the Borrowers and the
Lender, which amends this Agreement."
1.2 Amended Definition. Section 1.1 of the Credit Agreement is
hereby further amended by replacing the definition of the term "Agreement," as
currently set forth therein, with the definition as set forth below:
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" "Agreement" shall mean this Credit Agreement, as amended by
the First Amendment, the Second Amendment, the Third Amendment, the
Fourth Amendment, the Fifth Amendment and the Sixth Amendment and as
further amended, modified or supplemented from time to time."
1.3 Leverage Ratio. Section 6.2 of the Credit Agreement is
amended and restated as follows:
" Section 6.2 Maximum Consolidated Debt to Total
Capitalization. The ratio of Consolidated Indebtedness to Consolidated
Total Capital as of any date of determination will not be greater than
35%."
1.4 Notice Provision. Section 9.5(b) of the Credit Agreement is
amended and restated as follows:
" (b) if to the Lender, to it at the address set forth on
its signature page to the Sixth Amendment;"
ARTICLE II
EFFECTIVENESS
This Amendment shall become effective on the date on which the Debt
Issuance is consummated (the "Sixth 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 Sixth 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 will be true and correct on and as of the Sixth
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 Sixth Amendment Effective
Date and after giving effect to this Amendment, no Default or Event of Default
will have occurred and be continuing.
2.2 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 Sixth Amendment Effective Date,
in form and substance satisfactory to the Lender, certifying that (i) since the
"Fifth Amendment Effective Date," as defined in the Fifth Amendment, 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.
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2.3 Fees and Expenses. The Borrowers shall have paid all fees and
expenses of the Lender required under the Credit Agreement to have been paid on
or prior to the Sixth Amendment Effective Date, including without limitation
the reasonable fees and expenses of counsel to the Lender.
2.4 No Material Adverse Change. Since December 31, 2001, there
shall not have occurred any Material Adverse Change.
2.5 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.
2.6 Debt Offering. The Parent shall have completed the Debt
Issuance and shall have provided to the Lender evidence that net cash proceeds
therefrom have been deposited into escrow and may be used by the Parent only to
repay existing debt securities as and when due, all on terms and conditions
satisfactory to the Lender. Such escrowed net cash proceeds shall be in the
minimum aggregate amount of $60,000,000; provided, however, that if the gross
proceeds of the Debt Issuance were greater than $100,000,000, the escrowed cash
proceeds shall be in the minimum aggregate amount of the sum of (i) $60,000,000
plus (ii) 80% of the amount by which such gross proceeds exceeded $100,000,000.
2.7 Amendment to Credit Facility. The Lender shall have received a
fully executed copy of an amendment to that certain Credit Agreement dated as
of March 3, 1997 between Parent and State Street Bank and Trust Company, as
amended, modifying the maximum permitted leverage ratio therein to 35%.
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 Sixth Amendment Effective Date, no Default
or Event of Default will have occurred or be continuing.
ARTICLE IV
GENERAL
4.1 Full Force and Effect. From and after the Sixth Amendment
Effective Date, all references to the Credit Agreement set forth in any other
Credit Document or other agreement or
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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.
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: /s/ Xxxxxxxx X. XxXxxxxxxxx
--------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxxx
Title: Asst. Vice President, Asst. Treasurer
SELECTIVE INSURANCE COMPANY OF AMERICA
By: /s/ Xxxxxxxx X. XxXxxxxxxxx
--------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxxxx
Title: Asst. Vice President, Asst. Treasurer
(signatures continue)
SIGNATURE PAGE TO
SIXTH AMENDMENT
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WACHOVIA BANK, NATIONAL ASSOCIATION
(formerly known as First Union National Bank)
By: /s/ Xxxxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Director
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
SIXTH AMENDMENT
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