EX-10.2



 







EXHIBIT 10.2









	 	 	 
	 

	 	Edward M. Anderson
	 

	 	Vice President
	 
	 	 
	 

	 	Insurance Credit Services
	 

	 	225 Franklin Street, 7th Floor
	 

	 	Boston, MA 02110-2804
	 
	 

	 	Telephone: 617 664 3782
	June 9, 2006 

	 	Facsimile: 617 664 0646
	 

	 	emanderson@statestreet.com








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 $20,000,000 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
principal amount of $20,000,000 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. Amendments to Letter Agreement



     Section 1 of the Letter Agreement is hereby amended by deleting the following therefrom:
“June 26, 2006” and substituting the following therefor: “August 25, 2006”. All references to
“Revolving Maturity Date” in the Letter Agreement, the Note or any related document shall
hereafter be deemed to refer to August 25, 2006.



     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.



 









 





Selective Insurance Company of America

Selective Insurance Group, Inc.

 June 9, 2006

Page 2




     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
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.



 









 





Selective Insurance Company of America

Selective Insurance Group, Inc.

June 9, 2006

Page 3




     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	 	 






Acknowledged and accepted:





SELECTIVE INSURANCE COMPANY OF AMERICA




	 	 	 	 	 
	 

	 	 	 	 
	By:

	 	/s/ Dale A. Thatcher	 	 
	 

	 	 	 	 
	Name:

	 	DALE A. THATCHER	 	 
	Title:

	 	EVP,CFO & TREASURER	 	 
	 
	 	 	 	 
	By:

	 	/s/ Jennifer W. DiBerardino	 	 
	 

	 	 	 	 
	Name:

	 	Jennifer W. DiBerardino	 	 
	Title:

	 	VP, Assistant Treasurer	 	 
	 
	 	 	 	 
	SELECTIVE INSURANCE GROUP, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Dale A. Thatcher	 	 
	 

	 	 	 	 
	Name:

	 	DALE A. THATCHER	 	 
	Title:

	 	EVP, CFO & TREASURER	 	 
	 
	 	 	 	 
	By:

	 	/s/ Jennifer W. DiBerardino	 	 
	 

	 	 	 	 
	Name:

	 	Jennifer W. DiBerardino	 	 
	Title:

	 	AVP, Assistant Treasurer