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

Summary

State Street Bank and Trust Company and Selective Insurance Company of America, along with Selective Insurance Group, Inc., have agreed to amend their existing $25 million revolving line of credit. This amendment extends the loan's maturity date from June 29, 2001, to June 28, 2002. All other terms of the original agreement remain unchanged. The borrowers confirm there are no current defaults and agree to comply with relevant Federal Reserve regulations if loan proceeds are used to purchase parent company stock.

EX-10.1 4 y54821ex10-1.txt AMENDMENT TO THE PROMISSORY NOTE EXHIBIT 10.1 STATE STREET Serving Institutional Investors Worldwide Edward M. Anderson Vice President Insurance Credit Services GISG Risk Management and Credit Services PO Box 351 As of June 29, 2001 Boston MA 02101-0351 Telephone: 617 ###-###-#### Facsimile: 617 ###-###-#### ***@*** 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 $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 Borrwer has requested, and the Bank has agreed pursuant to the terms hereof, 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 Paragraph 1 of the Letter Agreement is hereby amended by deleting the following therefrom: "June 29, 2001" and substituting the following therefor: "June 28, 2002". All references to "Revolving Maturity Date: in the Letter Agreement or any related document shall be deemed to refer to June 28, 2002. 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. 21 Selective Insurance Company of America Selective Insurance Group, Inc. As of June 29, 2001 Page 2 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 -------------------------- Edward M. Anderson Vice President Acknowledged and accepted: SELECTIVE INSURANCE COMPANY OF AMERICA By: /s/ Dale A. Thatcher ---------------------------- Dale A. Thatcher Title: Chief Financial Officer By: /s/ Thornton R. Land ---------------------------- Thornton R. Land Title: Executive Vice President 22 Selective Insurance Company of America Selective Insurance Group, Inc. As of June 29, 2001 Page 3 SELECTIVE INSURANCE GROUP, INC. By: /s/ Dale A. Thatcher ---------------------------- Dale A. Thatcher Title: Chief Financial Officer By: /s/ Thornton R. Land ---------------------------- Thornton R. Land Title: Executive Vice President 23