EX-10.1



 







EXHIBIT 10.1




TENTH AMENDMENT TO CREDIT AGREEMENT




     THIS TENTH AMENDMENT TO CREDIT AGREEMENT, dated as of the 23rd day of June, 2006
(this “Tenth Amendment”), is made among SELECTIVE INSURANCE GROUP, INC., a New Jersey
corporation with its principal offices in Branchville, New Jersey (the “Parent”), SELECTIVE
INSURANCE COMPANY OF AMERICA, a New Jersey corporation with its principal offices in Branchville,
New Jersey (“SICA,” and collectively with the
Parent, the “Borrowers”), and
WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known as First Union National Bank and hereinafter,
the “Lender”). Capitalized terms used but not defined herein shall have the meanings given
to such terms in the Credit Agreement referred to below, as amended by this Tenth Amendment. Unless
otherwise specified, section references herein refer to sections set forth in the Credit Agreement,
as amended by this Tenth Amendment.



RECITALS




     A. The Borrowers and the Lender are parties to a Credit Agreement, dated as of
October 22, 1999 (as amended, the “Credit Agreement”), providing for the availability of a
revolving credit facility to the Borrowers upon the terms and conditions set forth therein.



     B. The Borrowers have requested an extension of the maturity of such revolving credit
facility, as more fully set forth herein, and the Lender has agreed to such extension upon the
terms and conditions set forth herein.



STATEMENT OF AGREEMENT




     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, for themselves and their successors and assigns, agree as
follows:



ARTICLE I




AMENDMENT TO CREDIT AGREEMENT




     1.1 The following definitions are hereby added to Section 1.1 of the Credit
Agreement in appropriate alphabetical order:




     “Tenth
Amendment” shall mean the Tenth Amendment to Credit Agreement,
dated as of June 23, 2006.



     1.2 The following definitions appearing in Section 1.1 of the Credit Agreement are hereby
amended and restated in their entirety as follows:




     “Agreement” shall mean this Credit Agreement, as amended by the First
Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth
Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth
Amendment and the Tenth Amendment and as further amended, modified or supplemented from time
to time.



 









 






     “Maturity
Date” shall mean August 22, 2006 or such later date to
which the Maturity Date may be extended pursuant to Section 2.18.



     1.3 Section 2.18 is hereby amended by replacing the references therein to “June 23,
2006” with “August 22, 2006.”



ARTICLE II




EFFECTIVENESS




     2.1 This
Tenth Amendment shall become effective as of June 23, 2006 (the
“Tenth Amendment
Effective Date”) when, and only when, each of the following conditions shall have been
satisfied:



     (a) The Lender shall have received the following, each dated as of the Tenth Amendment
Effective Date:




     (i) an executed counterpart hereof from each of the Borrowers;




     (ii) a certificate, signed by the president, the chief executive officer or the
chief financial officer of each of the Borrowers, in form and substance reasonably
satisfactory to the Lender, certifying that as of the Tenth Amendment Effective Date, (i)
each of the representations and warranties of such Borrower contained in this Tenth
Amendment, the Credit Agreement and the other Credit Documents is true and correct on and as
of the Tenth Amendment Effective Date, both immediately before and after giving effect to
this Tenth Amendment, with the same effect as if made on and as of such date (except to the
extent any such representation or warranty is expressly stated to have been made as of a
specific date, in which case such representation or warranty is true and correct as of such
date) and (ii) on and as of the Tenth Amendment Effective Date, both immediately before and
after giving effect to this Tenth Amendment, no Default or Event of Default has occurred and
is continuing; and




     (iii) a certificate of the secretary or assistant secretary of each Borrower, in
form and substance reasonably satisfactory to the Lender, certifying that (i) the articles
or certificate of incorporation or other comparable organizational documents and the bylaws
or comparable governing documents of such entity have not been amended since the Ninth
Amendment Effective Date (or, if and to the extent any of the foregoing have been amended
since such date, a statement to such effect, attaching copies thereof) and (ii) that
attached thereto is a true and complete copy of resolutions adopted by the board of
directors (or similar governing body) of such Borrower, authorizing the execution, delivery
and performance of this Tenth Amendment.



     (b) The Borrowers shall have paid all fees and expenses relating to the Tenth Amendment and
the Credit Agreement which are due and payable on the Tenth Amendment Effective Date, including all
fees and expenses of the Lender required hereunder or under any other Credit Document to be paid on
or prior to the Tenth Amendment Effective Date (including reasonable fees and expenses of counsel)
in connection with this Tenth Amendment and the transactions contemplated hereby.



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     (c) Since December 31, 2005, both immediately before and after giving effect to the Tenth
Amendment, there shall not have occurred any Material Adverse Change with respect to either
Borrower or any event, condition or state of facts that is reasonably likely to result in a
Material Adverse Change with respect to either Borrower.



     (d) The Lender shall have received such other documents, certificates, opinions, and
instruments in connection with the Tenth Amendment as it shall have reasonably requested.



ARTICLE III




REPRESENTATIONS AND WARRANTIES




     3.1 Each of the Borrowers hereby represents and warrants to the Lender that, after giving
effect to this Tenth Amendment:



     (a) Each of the representations and warranties of such Borrower contained in the Credit
Agreement is true and correct on and as of the Tenth Amendment Effective Date with the same effect
as if made on and as of the Tenth Amendment Effective Date (except to the extent any such
representation or warranty is expressly stated to have been made as of a specific date, in which
case such representation or warranty is true and correct as of such date).



     (b) On and as of the Tenth Amendment Effective Date and both immediately before and after
giving effect to the Tenth Amendment, no Default or Event of Default has occurred and is
continuing.



ARTICLE IV




GENERAL




     4.1 Full Force and Effect. Except as expressly amended hereby, the Credit
Agreement shall continue in full force and effect in accordance with the provisions thereof on the
date hereof. As used in the Credit Agreement, “hereinafter,” “hereto,” “hereof,” and words of
similar import shall, unless the context otherwise requires, mean the Credit Agreement after
amendment by this Tenth Amendment. Any reference to the Credit Agreement or any of the other Credit
Documents herein or in any such documents shall refer to the Credit Agreement and Credit Documents
as amended hereby. This Tenth Amendment is limited as specified and shall not constitute or be
deemed to constitute an amendment, modification or waiver of any provision of the Credit Agreement
except as expressly set forth herein. This Tenth Amendment shall constitute a Credit Document under
the terms of the Credit Agreement.



     4.2 Expenses. The Borrowers agree on demand (i) to pay all reasonable fees and
expenses of counsel to the Lender and (ii) to reimburse the Lender for all reasonable out-of-pocket costs and expenses, in each case, in connection with the preparation, negotiation,
execution and delivery of this Tenth Amendment.



     4.3 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York (including Sections 5-1401 and 5-1402 of the



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New York General Obligations Law, but excluding all other choice of law and conflicts of law
rules).




     4.4 Counterparts. This Tenth Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when taken together
shall constitute but one instrument.



     4.5 Construction. The headings of the various sections and subsections of this Tenth
Amendment have been inserted for convenience only and shall not in any way affect the meaning or
construction of any of the provisions hereof.



     4.6 Severability. To the extent any provision of this Tenth Amendment is prohibited by
or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only
to the extent of such prohibition or invalidity and only in any such jurisdiction, without
prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of
this Tenth Amendment in any jurisdiction.



     4.7 Successors and Assigns. This Tenth Amendment shall be binding upon, inure to the
benefit of and be enforceable by the respective successors and permitted assigns of the parties
hereto.



[signatures appear on the following pages]




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     IN WITNESS WHEREOF, each of the parties hereto has caused this Tenth Amendment to be executed
by its duly authorized officer as of the Tenth Amendment Effective Date.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	SELECTIVE INSURANCE GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dale A. Thatcher	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Dale A. Thatcher	 	 
	 

	 	Title:
	 	 EVP, CFO & Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	SELECTIVE INSURANCE COMPANY OF AMERICA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dale A. Thatcher	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Dale A. Thatcher	 	 
	 

	 	Title:
	 	 EVP, CFO & Treasurer	 	 






(signatures continue)




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TENTH AMENDMENT




 









 








	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Grainne M. Pergolini	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Grainne M. Pergolini 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President 	 	 
	 

	 	 	 	 	 	 





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TENTH AMENDMENT