Exhibit 10.44


     

    Exhibit
      10.44


    SEVENTH
      AMENDMENT OF OFFICE LEASE

    


    This
      Amendment (this “Amendment”)
      is
      made and entered
      into as of January 25, 2007, by
      and
      between NINE
      PENN CENTER ASSOCIATES, L.P.,
      a
      Pennsylvania limited partnership (“Landlord”)
      and
PMA
      CAPITAL INSURANCE COMPANY
      (“Tenant”).
      

    


    BACKGROUND

    


    A. Pursuant
      to that certain Office Lease between Landlord and Lorjo Corp. (the “Original
      Lessee”)
      dated
      as of May 26, 1994, as amended by that certain First Amendment of Office Lease
      dated October 30, 1996, by that certain Second Amendment of Office Lease dated
      as of December 1, 1998, by that certain Assignment and Assumption of Lease
      and
      Consent dated as of December 29, 2000, by that certain Third Amendment of Office
      Lease dated as of May 16, 2001, by that certain Fourth Amendment of Office
      Lease
      dated as of July 2, 2003, by that certain Fifth Amendment of Office Lease dated
      as of April 30, 2004 and by that certain Sixth Amendment of Office Lease dated
      as of June 14, 2004 (as so amended, the “Lease”),
      Landlord leases to Tenant certain premises (the “Premises”)
      agreed
      to contain (i) 22,651
      Rentable
      Square Feet,
      comprising the entire rentable area of the 30th
      floor of
      the Building,
      and
      (ii) 4,384 Rentable Square Feet of space on the P-2 level (the “P-2
      Space”)
      used
      solely for storage, mail handling and other administrative functions (which
      P-2
      Space is not included in the Rentable Area of the Premises for purposes of
      computing any allowances payable by Landlord), in the building presently known
      as Mellon Bank Center, located at 1735 Market Street in Philadelphia,
      Pennsylvania (the “Building”).
      

    


    B. Pursuant
      to the aforesaid Assignment and Assumption of Lease and Consent dated as of
      December 29, 2000, the Original Lessee assigned to Tenant, which assumed, all
      of
      the Original Lessee’s right, title and interest as tenant under the
      Lease.

    


    C. Landlord
      and Tenant now desire to further amend the Lease as hereinafter set
      forth.

    


    AGREEMENTS

    


    NOW,
      THEREFORE, intending to be legally bound hereby and in exchange for good,
      valuable and sufficient consideration received, Landlord and Tenant agree that
      the Lease is hereby amended as follows:

    


    1. Background;
      Definitions.
      The
      Background of this Amendment, above, is hereby incorporated within and agreed
      to
      form a part of the agreements contained in this Amendment. All terms defined
      in
      the Lease and not otherwise defined in this Amendment shall have the respective
      meanings ascribed to them in the Lease when used in this Amendment.


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2. Reduction
      of Premises.
      Effective as of the earlier to occur of (a) the date on which Tenant completes
      Vacation (defined in Section 3 hereof) or (b) January 31, 2007 (the
“Effective
      Date”),
      the
      Premises shall be permanently reduced by the elimination therefrom of the P-2
      Space, and the Lease is amended to define the term “Premises”
to
      mean
      solely the 22,651 Rentable
      Square Feet
      comprising the entire rentable area of the 30th
      floor of
      the Building.

    


    3. Vacation
      of P-2 Space; Holdover.
      Tenant,
      Tenant’s sublessees and licensees, and all other persons and entities claiming
      by, through and under Tenant shall vacate the P-2 Space, removing all goods
      and
      effects therefrom and leaving same vacant, broom clean, and otherwise in the
      condition in which the P-2 Space is required to be left at the end of the Term,
      at Tenant’s sole expense, on or before the Effective Date (“Vacation”).
      In
      the event that Tenant shall fail to complete Vacation on or before the Effective
      Date, then such continued occupancy shall (without limiting any of Landlord's
      rights or remedies concerning an Event of Default) constitute a tenancy at
      sufferance from month to month at a minimum monthly rent equal to two (2) times
      the total of the Minimum Rent payable for the P-2 Space for the month of the
      December, 2006 and, in addition thereto, Tenant shall pay to Landlord (a) all
      other Rent falling due during the holdover period (without increase), as if
      the
      Term had been extended, plus (b) an amount equal to all damages, consequential
      as well as direct, sustained by Landlord by reason of Tenant's retention of
      possession of the P-2 Space. Neither Landlord's demand nor Landlord's receipt
      of
      the aforesaid compensation for use and occupancy shall be deemed to provide
      Tenant with any right to any use, occupancy, or possession of the P-2 Space
      either for the period for which such compensation has been demanded or paid,
      or
      for any time before or after such period. The provisions of this Section 3
      shall
      not be deemed to limit or constitute a waiver of any other rights or remedies
      of
      Landlord provided in the Lease or at law or in equity.

    


    4. Landlord’s
      Contingency.
      Tenant
      acknowledges that Landlord is presently negotiating to lease the P-2 Space
      to
      another tenant in the Building (the “Successor
      Lessee”),
      and
      Tenant agrees that this Amendment shall be null and void upon Tenant’s receipt
      of written notice from Landlord stating that negotiations with the Successor
      Lessee have terminated without the Successor Lessee and Landlord having executed
      a lease of the P2 Space Space. In order to enable Landlord to pursue
      negotiations with the Successor Lessee respecting such lease, Landlord and
      Tenant agree that, apart from Landlord’s negotiations with the Successor Lessee,
      neither Landlord nor Tenant shall offer the P-2 Space or any portion thereof
      for
      lease or sublease to any third party for a period of ten (10) days after the
      date of full execution of this Amendment. 

    


    5. Brokers. Each
      of
      Landlord and Tenant represents and warrants to the other that no real estate
      brokers or finders other than Grubb & Ellis Company (“Broker”)
      have
      been involved in the negotiation of this Amendment, and each of Landlord and
      Tenant agrees to indemnify and hold the other harmless of and from any costs,
      expenses or liabilities incurred by the other as a result of any
      misrepresentation or breach of warranty of the indemnifying party contained
      in
      this Section 5. Landlord shall pay a fee or commission to Broker on account
      of
      this Amendment pursuant to a separate written agreement. 

     

    
      
        
        

      

      
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    6. Confirmation
      of Remedy.
      In order
      to preserve for Landlord the benefit of the remedy of confession of judgment
      for
      ejectment contained in the Lease, Sections 17.2.3 and 17.2.5 of the Lease are
      hereby restated and ratified as follows:

     

    17.2.3 any
      prothonotary or attorney of any court of record is hereby irrevocably authorized
      and empowered to appear for Tenant in any action to confess judgment against
      Tenant, and may sign for Tenant an agreement, for which this Lease shall be
      his
      sufficient warrant, for entering in any competent court an action or actions
      in
      ejectment, and in any suits or in said actions to confess judgment against
      Tenant as well as all persons claiming by, through or under Tenant for the
      recovery by Landlord of possession of the Premises. Such authority shall not
      be
      exhausted by any one or more exercises thereof, but judgment may be confessed
      from time to time as often as any event set forth in Subsection 17.1 hereof
      shall have occurred or be continuing. Such powers may be exercised during as
      well as after the expiration or termination of the original Term and during
      and
      at any time after any extension or renewal of the Term, and/or

     

    17.2.5 In
      any confession of judgment for ejectment, Landlord shall cause to be filed
      in
      such action an affidavit setting forth the facts necessary to authorize the
      entry of judgment and if a true copy of this Lease (and of the truth of the
      copy, such affidavit shall be sufficient proof) be filed in such action, it
      shall not be necessary to file the original as a warrant of attorney,
      notwithstanding any law, rule of court, custom or practice to the contrary.
      Tenant releases to Landlord, and to any and all attorneys who may appear for
      Tenant, all procedural errors in any proceedings taken by Landlord, whether
      by
      virtue of the powers of attorney contained in this Lease or not, and all
      liability therefor. Tenant expressly waives the benefits of all laws, now or
      hereafter in force, exempting any property within the Premises or elsewhere
      from
      distraint, levy or sale. Tenant further waives the right to any notice to remove
      as may be specified in the Pennsylvania Landlord and Tenant Act of April 6,
      1951, as amended, or any similar or successor provision of law, and agrees
      that
      five (5) days notice shall be sufficient in any case where a longer period
      may
      be statutorily specified, and/or

    


    7. Effect
      of Amendment.
      As
      amended hereby, the Lease remains in full force and effect. In the event of
      any
      conflict or inconsistency between the terms of this Amendment and the remaining
      terms of the Lease, the terms of this Amendment shall govern and
      control.

    


    SECTIONS
      17.2.3 AND 17.2.5 OF THE LEASE, RESTATED IN THIS AMENDMENT, PROVIDE FOR THE
      CONFESSION OF JUDGMENT AGAINST TENANT FOR EJECTMENT. IN CONNECTION THEREWITH,
      TENANT, KNOWINGLY, VOLUNTARILY, 

    
      
        
        

      

      
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    INTENTIONALLY
      AND UPON ADVICE OF SEPARATE COUNSEL, UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS
      IT MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE
      CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF
      PENNSYLVANIA. WITHOUT LIMITATION OF THE FOREGOING, TENANT HEREBY SPECIFICALLY
      WAIVES ALL RIGHTS TENANT HAS OR MAY HAVE TO NOTICE AND OPPORTUNITY FOR A HEARING
      PRIOR TO EXECUTION UPON ANY JUDGMENT CONFESSED AGAINST TENANT BY LANDLORD
      HEREUNDER. 

    


    TENANT
      (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF LANDLORD HAS
      REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LANDLORD WILL NOT SEEK TO EXERCISE
      OR
      ENFORCE ITS RIGHTS TO CONFESS JUDGMENT HEREUNDER, AND (II) ACKNOWLEDGES THAT
      THE
      EXECUTION OF THIS AMENDMENT BY LANDLORD HAS BEEN MATERIALLY INDUCED BY, AMONG
      OTHER THINGS, THE INCLUSION IN THIS AMENDMENT OF SAID RIGHTS TO CONFESS JUDGMENT
      AGAINST TENANT. TENANT FURTHER ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY
      TO
      DISCUSS SAID PROVISIONS WITH TENANT’S INDEPENDENT LEGAL COUNSEL AND THAT THE
      MEANING AND EFFECT OF SUCH PROVISIONS HAVE BEEN FULLY EXPLAINED TO TENANT BY
      SUCH COUNSEL, AND AS 

    


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    EVIDENCE
      OF SUCH FACT AN AUTHORIZED OFFICER OF TENANT SIGNS HIS OR HER INITIALS IN THE
      SPACE PROVIDED BELOW.

    


    
      	 	
              /s/
                WEH

            
	 	
              (Initials)

            


    

    


    IN
      WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto
      have caused this Amendment to be executed by their duly authorized
      representatives as of the day and year first above written.

     

    
      	 	
              PMA
                CAPITAL INSURANCE COMPANY

            
	 	 	 
	 	 	 
	 	
              By:
                

            	
              /s/
                William Hitselberger

            
	 	 	
              Name:
                William Hitselberger

            
	 	 	
              Title:
                CFO

            
	 	 	 
	 	 	 
	 	
              NINE
                PENN CENTER ASSOCIATES, L.P.

            
	 	 	 
	 	
              By
                NINE PENN CENTER PROPERTIES TRUST, 

            
	 	
              a
                Maryland real estate investment trust, its general
                partner

            
	 	 	 
	 	
              By:
                

            	
              /s/
                Jennifer B. Clark 

            
	 	 	
              Name:
                Jennifer B. Clark

            
	 	 	
              Title:
                Senior Vice President

            


    

    


     

     

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