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FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of June 29,
2007, among PHILADELPHIA CONSOLIDATED HOLDING CORP., a Pennsylvania corporation (the “Borrower”),
the Lenders party to the hereinafter described Credit Agreement, and BANK OF AMERICA, N.A., as
Administrative Agent for such Lenders.



RECITALS




     A. The Borrower, the Lenders and the Administrative Agent are party to that certain Credit
Agreement dated as of June 30, 2006 (as heretofore modified, amended or supplemented, the “Credit
Agreement”). Unless otherwise defined herein, defined terms used herein shall have the meanings
given such terms in the Credit Agreement.



     B. The Borrower has requested that the Credit Agreement be amended to extend the Maturity Date
and to effect certain other changes to the Credit Agreement, and the Lenders and the Administrative
Agent have agreed to such amendments.



     NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the Borrower, the Lenders
and the Administrative Agent agree as follows:



     1. Amendments. Subject to satisfaction of the conditions precedent set forth in
Section 2 hereof, the Credit Agreement is amended as follows:




     (a) The “June 29, 2007” date appearing in the definition of “Maturity Date” is amended
to read “June 27, 2008”.




     (b) The “.40%” percentage appearing in Section 2.06 of the Credit Agreement is amended
to read “.35%”.




     (c) The “.08%” percentage appearing in Section 2.07 of the Credit Agreement is amended
to read “.06%”.




     (d) The “$33,717,004” number appearing in Section 7.08(b) of the Credit Agreement is
amended to read “$47,111,908”.




     (e) The “$451,101,175” number appearing in Section 7.08(c) of the Credit Agreement is
amended to read “$669,929,554”.



     2. Conditions Precedent to Amendments. The amendments in Section 1 hereof shall be
effective as of the date hereof when the Administrative Agent receives:




     (a) counterparts of this Amendment duly executed by the Borrower, the Lenders and the
Bank;




     (b) a certificate, dated as of the date hereof, of the Secretary of the Borrower
certifying that the attachments to, and the certifications made in, the Secretary’s
Certificate dated June 16, 2006, executed and delivered to the Administrative Agent and the
Banks in connection with the Credit Agreement, have not been modified or amended and remain
in full force and effect;



 









 






     (c) an extension and amendment fee in the amount of $10,000, half of which shall be
paid to each of Bank of America, N.A. and Wachovia Bank, National Association for its own
account;




     (d) payment of all expenses, including legal fees and expenses of counsel to the
Administrative Agent, incurred by the Administrative Agent in connection with this
Amendment, to the extent invoiced to the Borrower on or prior to the date hereof; and




     (e) such other agreements, documents, instruments, and items as the Administrative
Agent may reasonably request.



     3. Representations and Warranties. The Borrower represents and warrants to the Bank
as follows:




     (a) the execution, delivery and performance by the Borrower of this Amendment have been
duly authorized by all necessary corporate action (including pursuant to that certain Action
by Unanimous Consent in Writing by the Entire Board of Directors of the Borrower dated June
9, 2006) and do not and will not (i) require any consent or approval not heretofore obtained
of any director, stockholder, security holder, or creditor of the Borrower or of any
governmental authority having jurisdiction over the Borrower, (ii) violate or conflict with
any provision of the articles of incorporation or bylaws of the Borrower, (iii) violate any
laws applicable to the Borrower, or (iv) result in a breach of or constitute a default
under, or cause or permit the acceleration of any obligation owed under, any indenture or
loan or credit agreement or any other material agreement to which the Borrower is a party or
by which the Borrower or any of its property is bound or affected;




     (b) all representations and warranties made or deemed made by the Borrower in the Loan
Documents are true and correct in all material respects (provided, that any representation
or warranty that is expressly qualified by materiality or Material Adverse Effect is true
and correct in all respects) as of the date hereof, except to the extent that such
representations and warranties expressly relate solely to an earlier date (in which case
such representations and warranties were, as applicable, true and accurate in all material
respects or true and correct in all respects on and as of such earlier date) and except for
changes in factual circumstances not prohibited by the Credit Agreement;




     (c) no Default or Event of Default has occurred and is continuing as of the date
hereof; and




     (d) There has occurred since December 31, 2006, no event or circumstance that has
resulted or would reasonably be expected to result in a Material Adverse Effect.



     4. Effect of Amendment. This Amendment is a Loan Document. The amendments effected
hereunder are expressly limited to the matters contained herein. Except as amended hereby, the
Credit Agreement and the other Loan Documents are unchanged and are hereby ratified and confirmed.



     5. Counterparts. This Amendment may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopy
shall be effective as delivery of a manually executed counterpart of this Amendment.




 First Amendment to Credit Agreement





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     6. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws principles.



     7. Parties. This Amendment binds and inures to the benefit of the Borrower, Banks,
the Administrative Agent, and their respective successors and permitted assigns.



[Remainder of Page Intentionally Left Blank.

Signature Page Follows.]




First Amendment to Credit Agreement






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	PHILADELPHIA CONSOLIDATED HOLDING CORP.
	 
	 	 	 	 
	By:	 	/s/ James J. Maguire, Jr.
	 

	 	Name:
	 	James J. Maguire, Jr.
	 

	 	Title:
	 	President and CEO
	 
	 	 	 	 
	BANK OF AMERICA, N.A.,
as Administrative Agent
	 
	 	 	 	 
	By:	 	/s/ Angela Lau
	 

	 	Name:
	 	Angela Lau
	 

	 	Title:
	 	Assistant Vice President
	 
	 	 	 	 
	BANK OF AMERICA, N.A.,
as a Lender
	 
	 	 	 	 
	By:	 	/s/ Shelly Harper
	 

	 	Name:
	 	Shelly Harper
	 

	 	Title:
	 	Senior Vice President
	 
	 	 	 	 
	WACHOVIA BANK, NATIONAL
ASSOCIATION, as a Lender
	 
	 	 	 	 
	By:	 	/s/ Grainne M. Pergolini
	 

	 	Name:
	 	Grainne M. Pergolini
	 

	 	Title:
	 	Director






Signature Page to First Amendment to Credit Agreement