1
EXHIBIT 10.2
as of July 31, 2000
Selective Insurance Company of America
Selective Insurance Group, Inc.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Re: Letter Loan Agreement dated June 30, 1997, as heretofore modified and
extended (collectively, the "Loan Agreement")
Gentlemen:
This is to confirm our approval of your request for an extension through
July 31, 2001 of the expiration date of the 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, 2001 is the Revolving
Maturity Date. Our approval is subject to your agreement to the following:
A. The Loan Agreement is hereby deemed modified so as to provide
that the maximum outstanding at any one time under the Revolving Line of Credit
shall not exceed $15,000,000.00, in the aggregate.
B. Paragraphs 1 and 2 of the Loan Agreement are hereby deemed
amended and restated in their entirety as follows:
1. Term. The Revolving Line of Credit shall commence on the
date hereof and expire on July 31, 2001 (the "Revolving
Maturity Date"), unless extended by mutual agreement.
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
$15,000,000.00 in aggregate of all outstanding Revolving Loans
to both Borrowers at any time.
C. Paragraph 4 of the Loan Agreement is hereby deemed amended and
restated in its entirety as follows:
1
2
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 28 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 period shall be at the Adjusted Libor Rate as
determined at the beginning of the Interest Period, plus 28 basis points.
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 borrowed subject to the terms
hereof.
D. Paragraph 6 of the Loan Agreement is hereby deemed amended and
restated in its entirety as follows:
6. Commitment Fee. For the period from the date hereof through
the Revolving Maturity Date, the Borrower will pay to the Bank
a commitment fee equal to 12 basis points per annum on the
maximum amount permitted to be outstanding under the Revolving
Credit Line of Credit (regardless of whether such amount is
actually outstanding), which shall be payable quarterly in
arrears commencing September 30, 2000 and on any date on which
the commitment hereunder is terminated by the Borrower.
E. The last paragraph of Paragraph 8(f) the Loan Agreement is hereby
deemed amended and restated in its entirety as follows:
"All capitalized terms used in said Addendum shall have the
meaning ascribed to such term in the $54,000,000.00, 8.77%,
Senior Notes dated August 1, 1994 issued by the Parent, as
originally issued, and as may be modified thereafter with the
consent of the Bank."
F. Simultaneously with the execution and delivery of this Agreement,
and as a condition precedent to the extension of the Revolving Credit Loan, the
Borrower shall execute and deliver to the Bank the Amended and Restated
Promissory Notes (the "Notes") in the forms attached hereto as Exhibits A-1 and
A-2, to evidence the revised Revolving Line of Credit.
3
3
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
Agreement has been authorized by all required corporate action, that this
Agreement constitutes the valid and binding obligations 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 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.
Summit Bank
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
Title: Director
-----------------------
Agreed to:
Selective Insurance Company Selective Insurance Company
of America of America
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------- ---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------ ------------------------------
Title: Chairman, President and CEO Title: Senior Vice President and CFO
----------------------------- -----------------------------
Selective Insurance Group, Inc. Selective Insurance Group, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- --------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------ ------------------------------
Title: Senior Vice President and CFO Title: Chairman, President and CEO
----------------------------- -----------------------------
4
