EXHIBIT (10)(V)
SECOND AMENDMENT TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT (the "Amendment) dated
this 4th day of March, 1998, effective as of March 19, 1998, by and
between HARLEYSVILLE GROUP INC., a corporation organized and
existing under the laws of the State of Delaware with an address of
000 Xxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 (the "Borrower"), and
HARLEYSVILLE MUTUAL INSURANCE COMPANY, an insurance company
organized and existing under the laws of the Commonwealth of
Pennsylvania, with an address of 000 Xxxxx Xxxxxx, Xxxxxxxxxxxx, XX
00000 (the "Lender"):
WITNESSETH:
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WHEREAS, The Borrower and the Lender entered into a Loan
Agreement (the "Agreement") dated March 19, 1991 whereby the
borrower borrowed the sum of $18,500,000 (the "Loan") from the
Lender for the purpose of acquiring the shares of stock of Phoenix
General Insurance Company and its subsidiaries, and the principal
amount of the loan remains unpaid and outstanding; and
WHEREAS, The Borrower and the Lender desire to extend the Loan
Agreement an additional seven (7) years at an interest rate of
LIBOR plus sixty-five one-hundredths (0.65%) per cent with all
other terms and conditions of the Loan Agreement remaining the
same; and
WHEREAS, Section 8.03 of the Agreement provides, inter alia,
that the Borrower and the lender may enter into a written agreement
amending, modifying or supplementing the Agreement.
NOW, THEREFORE, In consideration of the premises and the
mutual covenants and conditions herein contained, and intending to
be legally bound hereby, the parties hereto agree as follows;
1. The definition of "Maturity Date" in Section 1.01 of
Article I of the Agreement shall be deleted, and the
following shall be substituted in its place:
"'Maturity Date' shall mean the earlier
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to occur of March 18, 2005 or the date on which
the Lender makes a demand for payment of the Note
in full."
2. The last sentence of Section 2.01(b) of Article II of the
Agreement shall be deleted, and the following shall be
substituted in its place:
"The rate of interest shall be equal to
LIBOR, as established by the LIBOR
interest period selected by the Borrower
plus sixty-five one-hundredths (0.65%)
per cent.
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3. The last line of Section 2.06 of Article II of the
Agreement shall be deleted and the following shall be
substituted in its place:
"...then current LIBOR plus sixty-five
one-hundredths (0.65%) per cent."
4. Exhibit A referred to in Section 2.03 of Article II of the
Agreement shall be amended and Exhibit A-1, copy of which
is attached hereto and made a part hereof, shall amend
Exhibit A, as set forth therein.
5. Exhibit B referred to in Section 3.11 of Article III of
the Agreement shall be deleted and Exhibit B-1, which is
attached hereto and made a part hereof, shall be
substituted in its place.
6. All other terms, conditions, and provisions of
the Agreement are hereby ratified and confirmed
by the Borrower and the Lender and remain in
full force and effect, except as herein
modified, amended and changed.
IN WITNESS WHEREOF, The parties hereto, by their duly
authorized officers, have executed and delivered this Second
Amendment to Loan Agreement on the date first above written,
effective as of the date stated herein.
HARLEYSVILLE MUTUAL INSURANCE COMPANY
BY: /s/XXXX X. XXXXXXX
---------------------------------
Xxxx X. Xxxxxxx
Senior Vice President, Chief
Investment Officer and Treasurer
HARLEYSVILLE GROUP INC.
BY: /s/XXXXX X. XXXXX
---------------------------------
Xxxxx X. Xxxxx
Senior Vice President and
Chief Financial Officer
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Exhibit A-1
AMENDMENT TO PROMISSORY NOTE
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By the Second Amendment to Loan Agreement dated as of March
19, 1991 by and between HARLEYSVILLE GROUP INC. and HARLEYSVILLE
MUTUAL INSURANCE COMPANY, certain modifications, amendments and
changes were made, as set forth therein. As a result of those
modifications, amendments and changes, the Promissory Note dated
March 19, 1991 is amended as follows:
1. The Maturity Date has been extended from March 18, 1998 to
March 18, 2005.
2. The interest rate has been changed from LIBOR plus one
(1%) per cent to LIBOR plus sixty-five one-hundredths
(0.65%) per cent.
Dated: March 4, 1998
HARLEYSVILLE GROUP INC.
Attest:
BY: /s/XXXXX X. XXXXX
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/s/XXXXX X. XXXXX Xxxxx X. Xxxxx
---------------------- Senior Vice President and
Xxxxx X. Xxxxx Chief Financial Officer
Secretary
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Exhibit B-1
HARLEYSVILLE GROUP INC. SUBSIDIARIES
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STATE OF PERCENTAGE OWNED BY
NAME OF SUBSIDIARY DOMICILE HARLEYSVILLE GROUP INC.
--------------------------------- ------------ -----------------------
Carlton Holding Corporation New York 100%
Great Oaks Insurance Company Ohio 100%
Harleysville-Atlantic Insurance
Company Georgia 100%
Harleysville Insurance Company
of New Jersey New Jersey 100%
Huron Insurance Company Pennsylvania 100%
Lake States Insurance Company Michigan 100%
Mid-America Insurance Company Pennsylvania 100%
Minnesota Fire and Casualty
Company Minnesota 100%
New York Casualty Insurance
Company New York 100%
Worcester Insurance Company Massachusetts 100%
Harleysville Asset Management Pennsylvania 100%
Insurance Management Resources LP Pennsylvania 100%
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