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EXHIBIT 10.1
As of June 30, 2000
Selective Insurance Company of America
Selective Insurance Group, Inc.
40 Wantage Avenue
Branchville, NJ 07890-1000
RE: Loan Facility
Ladies and Gentlemen:
State Street Bank and Trust Company (the "Bank") has made available to
Selective Insurance Company of America, a corporation organized under the laws
of New Jersey (the "Company") and Selective Insurance Group, Inc., a corporation
organized under the laws of New Jersey (the "Parent") (collectively, the Company
and the Parent are hereinafter referred to as the "Borrower") an aggregate
$40,000,000 revolving line of credit (the "Line of Credit") as described in a
letter agreement dated March 3, 1997 (as amended, the "Letter Agreement"). All
obligations of the Borrower arising under the Line of Credit are evidenced by a
promissory note in the original principal amount of $25,000,000 dated March 3,
1997 made by the Borrower to the order of the Bank as increased to $40,000,000
by a letter amendment dated June 17, 1999 (as amended, the "Note").
The Borrower has requested, and the Bank has agreed pursuant to the terms
hereof, to decrease the line of credit and to extend the Revolving Maturity Date
as defined in the Letter Agreement. Therefore, for good and valuable
consideration, the receipt of which is hereby acknowledged, the Borrower and the
Bank hereby agree as follows:
I. Amendments to Letter Agreement
1. Paragraph 1 of the Letter Agreement is hereby amended by deleting the
following therefrom: "June 30, 2000" and substituting the following therefor:
"June 29, 2001". All references to "Revolving Maturity Date" in the Letter
Agreement or any related document shall be deemed to refer to June 29, 2001.
2. The Letter Agreement is hereby amended by deleting the following
wherever it may appear: "$40,000,000" and substituting, in each instance, the
following therefor: "$25,000,000".
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Selective Insurance Company
of America
Selective Insurance Group, Inc.
As of June 30, 2000
Page 2
II. Amendments to Note
The Note is hereby amended by deleting the following therefrom:
"$40,000,000" and "Forty Million Dollars ($40,000,000)" and substituting the
following, respectively, therefor: "$25,000,000" and "Twenty Five Million
Dollars ($25,000,000)".
III. Miscellaneous
1. As amended hereby, all terms and conditions of the Letter Agreement and
Note remain in full force and effect and are ratified and affirmed as of the
date hereof and extended to give effect to the terms hereof.
2. The Borrower represents to the Bank that no default or Event of Default
has occurred under the Letter Agreement or Note, and further that if the
proceeds of any Revolving Loan are utilized to finance the purchase of the stock
of the Parent, such use will be in compliance with Regulations U and X of the
Board of Governors of the Federal Reserve System.
3. This letter agreement shall constitute an agreement executed under seal
to be governed by the laws of The Commonwealth of Massachusetts.
Sincerely,
STATE STREET BANK AND TRUST COMPANY
By: /s/ Edward M. Anderson
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Title: Vice President
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Selective Insurance Company
of America
Selective Insurance Group, Inc.
As of June 30, 2000
Page 3
Acknowledged and accepted:
SELECTIVE INSURANCE COMPANY OF AMERICA
By: /s/ Dale A. Thatcher
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Title: Senior Vice President, Chief Financial Officer
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By: /s/ Thornton R. Land
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Title: Executive Vice President, General Counsel
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SELECTIVE INSURANCE GROUP, INC.
By: /s/ Dale A. Thatcher
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Title: Senior Vice President, Chief Financial Officer
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By: /s/ Thornton R. Land
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Title: Executive Vice President, General Counsel
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