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EXHIBIT 10.24
as of November 6, 1998
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
and extended (the "Loan Agreement")
Gentlemen:
This is to confirm our approval of your request for a modification of
the Loan Agreement so that either the Company or the Parent can borrow the
full amount of the Revolving Loan provided for in the Loan Agreement.
Accordingly we have agreed to modify paragraph 2 of the Loan Agreement to
read as follows:
2. Notice and Manner of Borrowings. Subject to the terms and
conditions hereof, and upon request by either Borrower, the Bank agrees to
make revolving loans to such Borrower provided for herein (each, a
"Revolving Loan") not to exceed $25,000,000 in aggregate of all outstanding
Revolving Loans to both Borrowers at any time.
We have also agreed to modify the Loan Agreement to add a subparagraph
9(h) as follows:
(h) To the best of Borrowers information and belief Borrower
understands the advent of the year 2000 shall not materially adversely
disrupt the Borrower's processing operations or the performance of its
information technology. Without limiting the generality of the foregoing
(i) the computer based hardware and software owned, leased and licensed by
Borrower ("Borrower's computer based systems") are being designed to or
modified to or are designed to, or have been modified to be, used prior to,
during, and after calendar year 2000 A.D. and Borrower expects such
Borrower's computer based systems will operate during each such time period
without error relating to date data, specifically including any error
relating to, the conduct of, date data which represents or references
different centuries or more than one century, and (ii) Borrower's computer
based systems will not abnormally end or provide invalid or incorrect
results as a result of date data, and (iii) Borrower expects Borrower's
computer based systems are being designed or modified or have been designed
or modified to ensure year 2000 A.D. compatibility, including date data,
century recognition, leap year,calculations which accommodate same century
and multi-century formula and date values, and date data interface values
that reflect the century.
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 defined 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.
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Except as herein set forth, the Loan Agreement and all other Loan
Documents shall remain in full 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 Note, where so indicated below.
SUMMIT BANK
By:/s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President and
Manager
Agreed to:
SELECTIVE INSURANCE COMPANY SELECTIVE INSURANCE COMPANY
OF AMERICA OF AMERICA
By:/s/ Xxxxx X. Xxxxxxxx By:/s/ Xxxxxx X. Rank
----------------------------- ------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxx X. Rank
Title: Senior Vice President Title: Senior Vice President
and Chief Financial and Chief Investment
Officer Officer
SELECTIVE INSURANCE GROUP, INC. SELECTIVE INSURANCE GROUP, INC.
By:/s/ Xxxxx X. Xxxxxxxx By:/s/ Xxxxxx X. Rank
----------------------------- ------------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxxxx X. Rank
Title: Senior Vice President Title: Senior Vice President
and Chief Financial and Chief Investment
Officer Officer
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REPLACEMENT
REVOLVING CREDIT MASTER
PROMISSORY NOTE
$25,000,000.00 CRANFORD, NEW JERSEY
NOVEMBER 6, 1998
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 May 31, 1999 (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 twenty-eight (28)
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 Company of America
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 hereof, or upon an Event of 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;
(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 occurence of any default, even
though the actual book entries may be made at some time subsequent thereto;
and
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(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 rights or remedies hereunder and no waiver by Bank of
its rights or remedies hereunder shall be 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 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 Note.
This note replaces that certain Revolving Credit Master Promissory Note
of Borrower to Bank in the principal sum of $20,000,000.00 dated June 30,
1997 and is not intended to be a novation of said note or the loans
evidenced thereby.
BORROWER WAIVES TRIAL BY JURY IN ANY ACTION UNDER OR RELATING TO THIS
NOTE AND THE LOANS EVIDENCED HEREBY.
SELECTIVE INSURANCE GROUP, INC.
By:/s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
and Chief Financial
Officer
SELECTIVE INSURANCE GROUP, INC.
By:/s/ Xxxxxx X. Rank
-----------------------------
Name: Xxxxxx X. Rank
Title: Senior Vice President
and Chief Investment
Officer
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