Amendment to Promissory Note and Loan Facility Agreement between State Street Bank and Selective Insurance Company of America and Selective Insurance Group, Inc.

Summary

This amendment, dated September 30, 2002, is between State Street Bank and Trust Company and Selective Insurance Company of America and Selective Insurance Group, Inc. It extends the maturity date of a $25 million revolving line of credit from September 30, 2002, to June 30, 2003. All other terms of the original loan agreement and promissory note remain unchanged. The borrowers confirm there are no current defaults and that all representations and warranties remain true. The amendment is governed by Massachusetts law and is effective upon execution by all parties.

EX-10.3 5 y65746exv10w3.txt AMENDMENT TO PROMISSORY NOTE EXHIBIT 10.3 [STATE STREET LOGO] [LETTER HEAD OF EDWARD M. ANDERSON] As of September 30, 2002 Selective Insurance Company of America Selective Insurance Group, Inc. 40 Wantage Avenue Branchville, NJ ###-###-#### 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 $25,000,000 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 amended, the "Note"). The Borrower has requested, and the Bank has agreed pursuant to the terms hereof, to extend the Revolving Maturity Date, as defined in the Letter Agreement, as set forth hereinbelow. Therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, the Borrower and the Bank hereby agree as follows: I. Amendment of Letter Agreement Paragraph 1 of the Letter Agreement is hereby amended by deleting the following therefrom: "September 30, 2002" and substituting the following therefor: "June 30, 2003". All references to "Revolving Maturity Date" in the Letter Agreement or any related document shall hereafter be deemed to refer to June 30, 2003. II. 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. Each Borrower represents and warrants to the Bank as follows: (a) no Event of Default has occurred and is continuing on the date hereof under the Letter Agreement or the 35 EXHIBIT 10.3 Selective Insurance Company of America Selective Insurance Group, Inc. As of September 30,2002 Page 2 Note; (b) each of the representations and warranties of the Borrowers contained in Paragraph 9 of the Letter Agreement is true and correct in all material respects on and as of the date of this letter amendment; (c) the execution, delivery and performance of each of this letter amendment, the Letter Agreement, as amended hereby, and the Note (collectively, the "Amended Documents") (i) are, and will be, within its corporate power and authority, (ii) have been authorized by all necessary corporate proceedings, (iii) do not, and will not, require any consents or approvals including from any governmental authority other than those which have been received, (iv) will not contravene any provision of, or exceed any limitation contained in, the charter documents or by-laws or other organizational documents of such Borrower or any law, rule or regulation applicable to such Borrower, (v) do not constitute a default under any other agreement, order or undertaking binding on such Borrower; (d) each of the Amended Documents constitutes the legal, valid, binding and enforceable obligation of such Borrower, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally and by general equitable principles; and (e) 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 amendment shall constitute an agreement executed under seal to be governed by the laws of The Commonwealth of Massachusetts. 4. This letter amendment may be executed in counterparts each of which shall be deemed to be an original document. Sincerely, STATE STREET BANK AND TRUST COMPANY By: /s/ Edward M. Anderson ---------------------- Edward M. Anderson Vice President 36 EXHIBIT 10.3 Selective Insurance Company of America Selective Insurance Group, Inc. As of September 30, 2002 Page 3 Acknowledged and accepted: SELECTIVE INSURANCE COMPANY OF AMERICA By: /s/ Dale A. Thatcher ------------------------------- Title: SVP, CFO & Treasurer By: /s/ Jennifer W. Diberardino ------------------------------- Title: AVP, Assistant Treasurer SELECTIVE INSURANCE GROUP, INC. By: /s/ Dale A. Thatcher ------------------------------- Title: SVP, CFO & Treasurer By: /s/ Jennifer W. Diberardino ------------------------------- Title: AVP, Assistant Treasurer 37