Fourth Amendment to Loan Agreement



 Exhibit (10)(L)(2) 

FOURTH AMENDMENT TO LOAN AGREEMENT 
 THIS FOURTH AMENDMENT TO LOAN AGREEMENT (the “Amendment”) dated this 15th day of March, 2012, effective as of March 19, 2012, by and between HARLEYSVILLE GROUP INC., a corporation organized and
existing under the laws of the State of Delaware with an address of 355 Maple Avenue, Harleysville, PA 19438 (the “Borrower”), and HARLEYSVILLE MUTUAL INSURANCE COMPANY, an insurance company organized and existing under the laws of the
Commonwealth of Pennsylvania, with an address of 355 Maple Avenue, Harleysville, PA 19438 (the “Lender”): 

WITNESSETH: 
 WHEREAS, The Borrower and the Lender entered into a Loan Agreement (the “Agreement”) dated March 19, 1991 whereby the Borrower borrowed the sum of $18,500,000 (the “Loan”) from the
Lender for the purpose of acquiring the shares of stock of Phoenix General Insurance Company and its subsidiaries, and the principal amount of the loan remains unpaid and outstanding; and 

WHEREAS, The Borrower and the Lender entered into the Second Amendment to Loan Agreement dated March 4, 1998, effective as of March 19,
1998, whereby the Loan Agreement was extended for an additional seven (7) years at an interest rate of LIBOR plus sixty-five one-hundredths (0.65%) per cent with all other terms and conditions of the Loan Agreement remaining the same; and

 WHEREAS, The Borrower and the Lender entered into the Third Amendment to Loan Agreement dated March 1, 2005, effective as of
March 19, 2005, whereby the Loan Agreement was extended for an additional seven (7) years at an interest rate of LIBOR plus forty-five one-hundredths (0.45%) per cent with all other terms and conditions of the Loan Agreement remaining the same; and

 WHEREAS, The Borrower and the Lender desire to extend the Loan Agreement an additional one (1) year at an interest rate of
LIBOR plus one hundred twenty-five one-hundredths (1.25%) per cent with all other terms and conditions of the Loan Agreement remaining the same; and 
 WHEREAS, Section 8.03 of the Agreement provides, inter alia, that the Borrower and the Lender may enter into a written agreement amending, modifying or supplementing the Agreement. 

NOW, THEREFORE, In consideration of the premises and the mutual covenants and conditions herein contained, and intending to be legally
bound hereby, the parties hereto agree as follows: 
  

	 	1.	The definition of “Maturity Date” in Section 1.01 of Article I of the Agreement shall be deleted, and the following shall be substituted in its place:


 “’Maturity Date’ shall mean the earlier to occur of March 18, 2013 or the date on which
the Lender makes a demand for payment of the Note in full .” 
  

	 	2.	The last sentence of Section 2.01(b) of Article II of the Agreement shall be deleted, and the following shall be substituted in its place: 


“The rate of interest shall be equal to LIBOR, as established by the LIBOR interest period selected by the Borrower plus one hundred
twenty-five one-hundredths (1.25%) per cent.” 

  
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	 	3.	The last line of Section 2.06 of Article II of the Agreement shall be deleted and the following shall be substituted in its place: 


“...then current LIBOR plus one hundred twenty-five one-hundredths (1.25%) per cent.” 

 

	 	4.	Pursuant to the above-mentioned Second Amendment to Loan Agreement and Third Amendment to Loan Agreement, Exhibits A-1 and A-2 supplemented Exhibit A referred to in
Section 2.03 of Article II of the Agreement. Exhibit A-3, a copy of which is attached hereto and made a part hereof, shall further supplement Exhibit A. 

  

	 	5.	Exhibit B-2 which replaced Exhibit B referred to in Section 3.11 of Article III of the Agreement shall be deleted and Exhibit B-3, a copy of which is attached hereto
and made a part hereof, shall be substituted in its place. 

  

	 	6.	All other terms, conditions, and provisions of the Agreement are hereby ratified and confirmed by the Borrower and the Lender and remain in full force and effect,
except as herein modified, amended, and changed. 

 IN WITNESS WHEREOF, The parties hereto, by their duly
authorized officers, have executed and delivered this Fourth Amendment to Loan Agreement on the date first above written, effective as of the date stated herein. 

 

			
	HARLEYSVILLE MUTUAL INSURANCE COMPANY
		
	BY:	 	 /s/ Mark R. Cummins

		 	Mark R. Cummins
		 	Executive Vice President, Chief Investment
		 	Officer and Treasurer
	
	HARLEYSVILLE GROUP INC.
		
	BY:	 	 /s/ Arthur E. Chandler

		 	Arthur E. Chandler
		 	Senior Vice President &
		 	Chief Financial Officer



  
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 Exhibit A-3 
 AMENDMENT TO PROMISSORY NOTE 
 By the Fourth Amendment to Loan Agreement
dated as of March 19, 1991 as amended by the Third Amendment to Loan Agreement dated March 1, 2005 and the Second Amendment to Loan Agreement dated March 4, 1998, by and between HARLEYSVILLE GROUP INC. and HARLEYSVILLE MUTUAL INSURANCE COMPANY,
certain modifications, amendments and changes were made, as set forth therein. As a result of those modifications, amendments and changes, the Promissory Note dated March 19, 1991 (the “Note”), as amended on March 4, 1998 and March 1,
2005, effective as of March 19, 2012, is now amended, as follows: 
  

	 	1.	The Maturity Date has been extended from March 18, 2012 to March 18, 2013. 


 

	 	2.	The interest rate has been changed from LIBOR plus forty-five one-hundredths (0.45%) per cent to LIBOR plus one hundred twenty-five one-hundredths (1.25%) per cent.


 Except as herein modified, all other terms, conditions, and provisions of the Note (as amended by Amendment to
Promissory Note dated March 4, 1998, and by Amendment to Promissory Note dated March 1, 2005) are hereby ratified and confirmed by the Borrower and the Lender and remain in full force and effect. 

Dated: March 5, 2012 
  

									
	 	 	 	 	 	 	HARLEYSVILLE GROUP INC.
	Attest:	 		 		 		 	
		 		 		 	By:	 	  

	  
	 		 		 	    Arthur E. Chandler
		 	Robert A. Kauffman	 		 		 	    Senior Vice President &
		 	Secretary	 		 		 	    Chief Financial Officer


  
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 Exhibit B-3 
 HARLEYSVILLE GROUP INC. SUBSIDIARIES 
  

					
	 NAME OF SUBSIDIARY
	  	STATE OF DOMICILE	    	PERCENTAGE
OWNED BY
HARLEYSVILLE GROUP INC.
	 Harleysville Insurance Company
	  	Pennsylvania	    	100%
	 Harleysville Insurance Company of New Jersey
	  	New Jersey	    	100%
	 Harleysville Insurance Company of New York
	  	Pennsylvania	    	100%
	 Harleysville Lake States Insurance Company
	  	Michigan	    	100%
	 Harleysville Preferred Insurance Company
	  	Pennsylvania	    	100%
	 Harleysville Worcester Insurance Company
	  	Pennsylvania	    	100%
	 Insurance Management Resources LP
	  	Pennsylvania	    	(1)
	 Harleysville, Ltd.
	  	Pennsylvania	    	(1)

  

	(1)	Pennsylvania Limited Partnership controlled by Harleysville Group Inc. 


  
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