exv10w2






Exhibit 10.2




REVOLVING CREDIT NOTE




			
	 	 	 
	$35,000,000.00
	 	Pittsburgh, Pennsylvania
	 
	 	September 30, 2009






     FOR VALUE RECEIVED, the undersigned, Erie Insurance Exchange, a reciprocal or inter-insurance
exchange domiciled in the Commonwealth of Pennsylvania, acting by and through Erie Indemnity
Company, a Pennsylvania corporation, its attorney-in-fact (the “Borrower”), hereby promises to pay
to the order of Bank of America, N.A. (“BOA”), the lesser of (i) the principal sum of Thirty-Five
Million and 00/100 Dollars ($35,000,000.00) or (ii) the aggregate unpaid principal balance of all
Revolving Credit Loans made by BOA to the Borrower pursuant to Section 2.1.1 [Revolving Credit
Loans] of the Credit Agreement, dated of even date herewith (as may be amended, modified,
supplemented or restated from time to time, the “Credit Agreement”), by and among the Borrower,
the Lenders party thereto, and PNC Bank, National Association, as administrative agent for the
Lenders (the “Administrative Agent”), payable on the Expiration Date or as otherwise provided in
the Credit Agreement. All capitalized terms used herein shall, unless otherwise defined herein,
have the same meanings given to such terms in the Credit Agreement.



     The Borrower shall pay interest on the unpaid principal balance hereof from time to time
outstanding from the date hereof at the rate per annum specified by the Borrower pursuant to
Section 3.1 [Interest Rate Options] of, or as otherwise provided in, the Credit Agreement.



     Upon the occurrence of an Event of Default which is continuing, the Borrower shall pay
interest on the entire principal amount of the then outstanding Revolving Credit Loans evidenced
by this Revolving Credit Note at a rate per annum specified by Section 3.3 [Interest After
Default] of, or as otherwise provided in, the Credit Agreement. Such interest rate will accrue
before and after any judgment has been entered.



     Subject to the provisions of the Credit Agreement, interest on this Revolving Credit Note
will be payable on the dates set forth in Section 4.5 [Interest Payment Dates] of the Credit
Agreement and on the Expiration Date.



     Subject to the provisions of the Credit Agreement, if any payment or action to be made or
taken hereunder shall be stated to be or become due on a day which is not a Business Day, such
payment or action shall be made or taken on the next following Business Day and such extension of
time shall be included in computing interest or fees, if any, in connection with such payment or
action.



     Subject to the provisions of the Credit Agreement, payments of both principal and interest
shall be made without setoff, counterclaim or other deduction of any nature at the office of the
Administrative Agent located at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222,
in lawful money of the United States of America in immediately available funds.



     This Revolving Credit Note is one of the Notes referred to in, and is entitled to the
benefits of, the Credit Agreement and the other Loan Documents, including the representations,



 









 




warranties, covenants, conditions and Liens contained or granted therein. The Credit Agreement
among other things contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayment in certain circumstances, on account of principal
hereof prior to maturity upon the terms and conditions therein specified.




     The Borrower waives presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of this Revolving
Credit Note.



     THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS REVOLVING CREDIT NOTE (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). THE BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THIS WAIVER CONSTITUTES
A MATERIAL INDUCEMENT FOR THE APPLICABLE LENDER TO ACCEPT THIS REVOLVING CREDIT NOTE AND MAKE THE
REVOLVING CREDIT LOANS.



     This Revolving Credit Note shall bind the Borrower and its successors and assigns, and the
benefits hereof shall inure to the benefit of the Administrative Agent and the Lenders and their
respective successors and assigns. All references herein to the “Borrower”, the “Administrative
Agent” and the “Lenders” shall be deemed to apply to the Borrower, the Administrative Agent and
the Lenders, respectively, and their respective successors and assigns.



     This Revolving Credit Note and any other documents delivered in connection herewith and the
rights and obligations of the parties hereto and thereto shall for all purposes be governed by and
construed and enforced in accordance with the internal Laws of the Commonwealth of Pennsylvania
without giving effect to its conflicts of law principles.



     BOA may at any time pledge all or a portion of its rights under the Loan Documents including
any portion of this Revolving Credit Note to any of the twelve (12) Federal Reserve Banks
organized under Section 4 of the Federal Reserve Act, 12 U.S.C. § 341. No such pledge or
enforcement thereof shall release BOA from its obligations under any of the Loan Documents.



[INTENTIONALLY LEFT BLANK]






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     IN WITNESS WHEREOF, and intending to be legally bound, the undersigned has executed this
Revolving Credit Note on the day and year first above written, with the intention that it
constitute a sealed instrument.



	 	 	 	 	 
	

WITNESS: 	BORROWER:



Erie Insurance Exchange

 	 
	 	By:  	   Erie Indemnity Company, a
 Pennsylvania corporation, its
Attorney-in-Fact
 	 
	 	 	 	 
	/s/ Brian W.Bolash                      
                       	By:  	                                             /s/ Douglas F. Ziegler
 	(SEAL) 
	 	 	Name:  	Douglas F. Ziegler 	 
	 	 	Title:  	Senior Vice President,

Treasurer  and  Chief

Investment  Officer