Item 1.01. Entry into a Material Definitive Agreement.

On November 7, 2022, Selective Insurance Group, Inc. ("Selective") entered into that certain Credit Agreement (the "Agreement"), by and among Selective, the lenders named therein (collectively, the "Lenders"), and Wells Fargo Bank, National Association, as administrative agent (the "Administrative Agent"). Under the Agreement, the Lenders have agreed to provide Selective with a $50 million revolving credit facility, which can be increased to $125 million with the consent of the Lenders. The Agreement will mature on November 7, 2025.

Interest rates on borrowings under the credit facility are indexed to either a base rate or the term Secured Overnight Financing Rate (SOFR) for one-, three-, or six-month interest periods, as selected by Selective at the time of borrowing, plus a specified margin dependent on Selective's debt rating.

The Agreement contains representations, warranties, and covenants that are customary for credit facilities of this type, including, without limitation, financial covenants under which Selective is obligated to maintain a minimum consolidated net worth and maximum ratio of consolidated debt to total capitalization, and covenants limiting the ability of Selective to: (i) merge or liquidate; (ii) incur debt or liens; (iii) dispose of assets; (iv) make investments and acquisitions; and (v) engage in transactions with affiliates.

The Agreement also contains customary events of default, including, without limitation: (i) failure to pay principal, interest, or fees when due; (ii) covenant default; (iii) material breach of representations or warranties; (iv) cross-default to other debt in excess of an agreed amount; (v) insolvency or bankruptcy; (vi) monetary judgment in excess of an agreed amount; and (vii) a change in control event. If an event of default under the Agreement occurs and is continuing, then the Administrative Agent, at the direction, or with the consent, of the Requisite Lenders (as defined in the Agreement), may declare outstanding obligations under the Agreement immediately due and payable.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

Selective was a party to that certain Credit Agreement (the "Prior Credit Agreement"), by and among Selective, the lenders named therein (collectively, the "Prior Credit Agreement Lenders"), and Bank of Montreal, Chicago Branch, as administrative agent, dated December 20, 2019, pursuant to which the Prior Credit Agreement Lenders agreed to provide Selective with a $50 million revolving credit facility, which could be increased to $125 million with the consent of the Prior Credit Agreement Lenders. The Prior Credit Agreement was scheduled to mature on December 20, 2022. In connection with entering into the Agreement, Selective exercised its early termination rights and terminated the Prior Credit Agreement, with such termination effective as of November 7, 2022. The Company terminated the Prior Credit Agreement early without penalty.

The foregoing description of the Prior Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Prior Credit Agreement, which is filed as Exhibit 10.34 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





 (d) Exhibits.




Exhibit No.   Description
  10.1          Credit Agreement, dated as of November 7, 2022, among
              Selective, the Lenders, and the Administrative Agent.
104           Cover Page Interactive Data File (embedded within the Inline
              XBRL document).

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