exv10w1






Exhibit 10.1




			
	Loan Agreement
	 	






     THIS LOAN AGREEMENT (the “Agreement”), is entered into as of January 30, 2008, between ERIE
INDEMNITY COMPANY, a Pennsylvania corporation (the “Borrower”), with an address at 100 Erie
Insurance Place, Erie, Pennsylvania 16530, and PNC BANK, NATIONAL ASSOCIATION (the “Bank”), with an
address at 901 State Street, P.O. Box 8480, Erie, Pennsylvania 16553.



     The Borrower and the Bank, with the intent to be legally bound, agree as follows:



     1. Loan. The Bank has made or may make one or more loans (collectively, the “Loan”
or “Loans”) to the Borrower subject to the terms and conditions and in reliance upon the
representations and warranties of the Borrower set forth in this Agreement. The Loan is or will be
evidenced by a promissory note or notes of the Borrower and all renewals, extensions, amendments
and restatements thereof (if one or more, collectively, the “Note”) acceptable to the Bank, which
shall set forth the interest rate, repayment and other provisions, the terms of which are
incorporated into this Agreement by reference. The Loan governed by this Agreement as of the date
hereof shall include, but is not limited to, the following:



          1.1. Committed Revolving Line of Credit. A committed revolving line of credit under
which the Borrower may request and the Bank, subject to the terms and conditions of this Agreement,
will make advances to the Borrower from time to time until the Expiration Date, in an amount in the
aggregate at any time outstanding not to exceed $50,000,000.00 (the “Line of Credit”). The
“Expiration Date” means December 31, 2008, or such later date as may be designated by the Bank by
written notice from the Bank to the Borrower. Advances under the Line of Credit will be used for
working capital or other general business purposes of the Borrower.




     2. Security. The security for repayment of the Loan shall include but not be limited
to (i) a pledge agreement (the “Pledge Agreement”), dated on or about the date hereof, between the
Bank and the Borrower, granting the Bank a first priority perfected lien on pledged collateral of
the Borrower consisting of marketable securities acceptable to the Bank and properly margined as
set forth in the Pledge Agreement, (the “Pledged Collateral”), together with a notification and
control agreement, in form and content satisfactory to the Bank, and (ii) any additional
collateral, guaranties and other documents heretofore, contemporaneously or hereafter executed and
delivered to the Bank (the “Security Documents”), which shall secure repayment of the Loan, the
Note and all other loans, advances, debts, liabilities, obligations, covenants and duties owing by
the Borrower to the Bank or to any other direct or indirect subsidiary of The PNC Financial
Services Group, Inc., of any kind or nature, present or future (including any interest accruing
thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of
any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim
for post-filing or post-petition interest is allowed in such proceeding), whether direct or
indirect (including those acquired by assignment or participation), absolute or contingent, joint
or several, due or to become due, now existing or hereafter arising, whether or not (i) evidenced
by any note, guaranty or other instrument, (ii) arising under any agreement, instrument or
document, (iii) for the payment of money, (iv) arising by reason of an extension of credit, opening
of a letter of credit, loan, equipment lease or guarantee, (v) under any interest or currency swap,
future, option or other interest rate protection or similar agreement, (vi) under or by reason of
any foreign currency transaction, forward, option or other similar transaction providing for the
purchase of one currency in exchange for the sale of another currency, or in any other manner, or
(vii) arising out of overdrafts on deposit or other accounts or out of electronic funds transfers
(whether by wire transfer or through automated clearing houses or otherwise) or out of the return
unpaid of, or other failure of the Bank to receive final payment for, any check, item, instrument,
payment order or other deposit or credit to a deposit or other account, or out of the Bank’s
non-receipt of or inability to collect funds or otherwise not being made whole in connection with
depository or other similar arrangements; and any amendments, extensions, renewals and increases of
or to any of the foregoing, and all costs and expenses of the Bank incurred in the documentation,
negotiation, modification, enforcement, collection and otherwise in connection with any of the
foregoing, including reasonable attorneys’ fees and expenses (hereinafter referred to collectively
as the “Obligations”). Unless expressly provided to the contrary in documentation for any other
loan or loans, it is the



 









 







express intent of the Bank and the Borrower that all Obligations including those included in
the Loan be cross-collateralized and cross-defaulted, such that collateral securing any of the
Obligations shall secure repayment of all Obligations and a default under any Obligation shall be a
default under all Obligations.



     This Agreement, the Note, the Security Documents and all other agreements and documents
executed and/or delivered pursuant hereto, as each may be amended, modified, extended or renewed
from time to time, are collectively referred to as the “Loan Documents.” Capitalized terms not
defined herein shall have the meanings ascribed to them in the Loan Documents.



     3. Representations and Warranties. The Borrower hereby makes the following
representations and warranties, which shall be continuing in nature and remain in full force and
effect until the Obligations are paid in full, and which shall be true and correct except as
otherwise set forth on the Addendum attached hereto and incorporated herein by reference (the
“Addendum”):



          3.1. Existence, Power and Authority. If not a natural person, the Borrower is duly
organized, validly existing and in good standing under the laws of the State of its incorporation
or organization and has the power and authority to own and operate its assets and to conduct its
business as now or proposed to be carried on, and is duly qualified, licensed and in good standing
to do business in all jurisdictions where its ownership of property or the nature of its business
requires such qualification or licensing. The Borrower is duly authorized to execute and deliver
the Loan Documents, all necessary action to authorize the execution and delivery of the Loan
Documents has been properly taken, and the Borrower is and will continue to be duly authorized to
borrow under this Agreement and to perform all of the other terms and provisions of the Loan
Documents.




          3.2. Financial Statements. If the Borrower is not a natural person, it has delivered
or caused to be delivered to the Bank its most recent balance sheet, income statement and statement
of cash flows, or if the Borrower is a natural person, its personal financial statement and tax
returns (as applicable, the “Historical Financial Statements”). The Historical Financial
Statements are true, complete and accurate in all material respects and fairly present the
financial condition, assets and liabilities, whether accrued, absolute, contingent or otherwise and
the results of the Borrower’s operations for the period specified therein. The Historical
Financial Statements have been prepared in accordance with generally accepted accounting principles
(“GAAP”) consistently applied from period to period, subject in the case of interim statements to
normal year-end adjustments and to any comments and notes acceptable to the Bank in its sole
discretion.




          3.3. No Material Adverse Change. Since the date of the most recent Financial
Statements (as hereinafter defined), the Borrower has not suffered any damage, destruction or loss,
and no event or condition has occurred or exists, which has resulted or could result in a material
adverse change in its business, assets, operations, condition (financial or otherwise) or results
of operation (a “Material Adverse Effect”).




          3.4. Binding Obligations. The Borrower has full power and authority to enter into
the transactions provided for in this Agreement and has been duly authorized to do so by
appropriate action of its Board of Directors if the Borrower is a corporation, all its general
partners if the Borrower is a partnership or otherwise as may be required by law, charter, other
organizational documents or agreements; and the Loan Documents, when executed and delivered by the
Borrower, will constitute the legal, valid and binding obligations of the Borrower enforceable in
accordance with their terms.




          3.5. No Defaults or Violations. There does not exist any Event of Default under this
Agreement or any default or violation by the Borrower of or under any of the terms, conditions or
obligations of: (i) its partnership agreement if the Borrower is a partnership, its articles or
certificate of incorporation, regulations or bylaws if the Borrower is a corporation or its other
organizational documents as applicable; (ii) any indenture, mortgage, deed of trust, franchise,
permit, contract, agreement, or other instrument to which it is a party or by which it is bound; or
(iii) any law, ordinance, regulation, ruling, order, injunction, decree, condition or other
requirement applicable to or imposed upon it by any law, the action of any court or any
governmental authority or agency; and the consummation of this Agreement and the transactions set
forth herein will not result in any such default or violation or Event of



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Default.




          3.6. Title to Assets. The Borrower has good and marketable title to the assets
reflected on the most recent Financial Statements, free and clear of all liens and encumbrances,
except for (i) current taxes and assessments not yet due and payable, (ii) assets disposed of by
the Borrower in the ordinary course of business since the date of the most recent Financial
Statements, and (iii) those liens or encumbrances in excess of $25,000,000.00 per instance, if any,
specified on the Addendum.




          3.7. Litigation. There are no actions, suits, proceedings or governmental
investigations pending or, to the knowledge of the Borrower, threatened against the Borrower, which
could result in a Material Adverse Effect, and there is no basis known to the Borrower for any
action, suit, proceeding or investigation which could result in such a Material Adverse Effect to
such an extent as to cause the Borrower to fail to be in compliance with the financial covenants
set forth on the Addendum. All pending and threatened litigation against the Borrower which the
Borrower reasonably believes to be in excess of $25,000,000.00 per instance is listed on the
Addendum.




          3.8. Tax Returns. The Borrower has filed all returns and reports that are required
to be filed by it in connection with any federal, state or local tax, duty or charge levied,
assessed or imposed upon it or its property or withheld by it, including income, unemployment,
social security and similar taxes, and all of such taxes have been either paid or adequate reserve
or other provision has been made therefor.




          3.9. Employee Benefit Plans. Each employee benefit plan as to which the Borrower may
have any liability complies in all material respects with all applicable provisions of the Employee
Retirement Income Security Act of 1974 (as amended from time to time, “ERISA”), including minimum
funding requirements, and (i) no Prohibited Transaction (as defined under ERISA) has occurred with
respect to any such plan, (ii) no Reportable Event (as defined under Section 4043 of ERISA) has
occurred with respect to any such plan which would cause the Pension Benefit Guaranty Corporation
to institute proceedings under Section 4042 of ERISA, (iii) the Borrower has not withdrawn from any
such plan or initiated steps to do so, and (iv) no steps have been taken to terminate any such
plan.




          3.10. Environmental Matters. The Borrower is in compliance, in all material
respects, with all Environmental Laws (as hereinafter defined), including, without limitation, all
Environmental Laws in jurisdictions in which the Borrower owns or operates, or has owned or
operated, a facility or site, stores Collateral, arranges or has arranged for disposal or treatment
of hazardous substances, solid waste or other waste, accepts or has accepted for transport any
hazardous substances, solid waste or other wastes or holds or has held any interest in real
property or otherwise. Except as otherwise disclosed on the Addendum, no litigation or proceeding
arising under, relating to or in connection with any Environmental Law is pending or, to the best
of the Borrower’s knowledge, threatened against the Borrower, any real property which the Borrower
holds or has held an interest or any past or present operation of the Borrower. No release,
threatened release or disposal of hazardous waste, solid waste or other wastes is occurring, or to
the best of the Borrower’s knowledge has occurred, on, under or to any real property in which the
Borrower holds or has held any interest or performs or has performed any of its operations, in
violation of any Environmental Law. As used in this Section, “litigation or proceeding” means any
demand, claim notice, suit, suit in equity, action, administrative action, investigation or inquiry
whether brought by a governmental authority or other person, and “Environmental Laws” means all
provisions of laws, statutes, ordinances, rules, regulations, permits, licenses, judgments, writs,
injunctions, decrees, orders, awards and standards promulgated by any governmental authority
concerning health, safety and protection of, or regulation of the discharge of substances into, the
environment.




          3.11. Intellectual Property. The Borrower owns or is licensed to use all patents,
patent rights, trademarks, trade names, service marks, copyrights, intellectual property,
technology, know-how and processes necessary for the conduct of its business as currently conducted
that are material to the condition (financial or otherwise), business or operations of the
Borrower.




          3.12. Regulatory Matters. No part of the proceeds of the Loan will be used for
“purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted
terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from
time to time in effect or for any purpose which



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violates the provisions of the Regulations of such Board of Governors.




          3.13. Solvency. As of the date hereof and after giving effect to the transactions
contemplated by the Loan Documents, (i) the aggregate value of the Borrower’s assets will exceed
its liabilities (including contingent, subordinated, unmatured and unliquidated liabilities), (ii)
the Borrower will have sufficient cash flow to enable it to pay its debts as they become due, and
(iii) the Borrower will not have unreasonably small capital for the business in which it is
engaged.




          3.14. Disclosure. None of the Loan Documents contains or will contain any untrue
statement of material fact or omits or will omit to state a material fact necessary in order to
make the statements contained in this Agreement or the Loan Documents not misleading. There is no
fact known to the Borrower which materially adversely affects or, so far as the Borrower can now
foresee, might materially adversely affect the business, assets, operations, condition (financial
or otherwise) or results of operation of the Borrower and which has not otherwise been fully set
forth in this Agreement or in the Loan Documents.




     4. Affirmative Covenants. The Borrower agrees that from the date of execution of
this Agreement until all Obligations have been paid in full and any commitments of the Bank to the
Borrower have been terminated, the Borrower will:



          4.1. Books and Records. Maintain books and records in accordance with GAAP and give
representatives of the Bank access thereto at all reasonable times, including permission to
examine, copy and make abstracts from any of such books and records and such other information as
the Bank may from time to time reasonably request, and the Borrower will make available to the Bank
for examination copies of any reports, statements and returns which the Borrower may make to or
file with any federal, state or local governmental department, bureau or agency.




          4.2. Interim Financial Statements; Compliance Certificate. Furnish the Bank within
45 days after the end of each quarter the Borrower’s Financial Statements for such period, in
reasonable detail, certified by an authorized officer of the Borrower and prepared in accordance
with GAAP consistently applied from period to period. The Borrower shall also deliver a
certificate as to its compliance with applicable financial covenants (containing detailed
calculations of all financial covenants) for the period then ended and whether any Event of Default
exists, and, if so, the nature thereof and the corrective measures the Borrower proposes to take
(“Compliance Certificate”). “Financial Statements” means the Borrower’s consolidated and, if
required by the Bank in its sole discretion, consolidating balance sheets, income statements and
statements of cash flows for the year, month or quarter together with year-to-date figures and
comparative figures for the corresponding periods of the prior year.




          4.3. Annual Financial Statements; Compliance Certificate. Furnish the Borrower’s
Financial Statements to the Bank within 120 days after the end of each fiscal year, together with a
Compliance Certificate. Those Financial Statements will be prepared on an audited basis in
accordance with GAAP by an independent certified public accountant selected by the Borrower and
satisfactory to the Bank. Audited Financial Statements shall contain the unqualified opinion of an
independent certified public accountant and all accountant examinations shall have been made in
accordance with GAAP consistently applied from period to period.




          4.4. Pledged Collateral Statements. Furnish to the Bank, within 20 days after the
end of each month (or more frequently as the Bank may request in its sole discretion), valuation
statements from the custodian of the Pledged Collateral, in form and content satisfactory to the
Bank.




          4.5. Payment of Taxes and Other Charges. Pay and discharge when due all indebtedness
and all taxes, assessments, charges, levies and other liabilities imposed upon the Borrower, its
income, profits, property or business, except those which currently are being contested in good
faith by appropriate proceedings and for which the Borrower shall have set aside adequate reserves
or made other adequate provision with respect thereto.




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          4.6. Maintenance of Existence, Operation and Assets. Do all things necessary to (i)
maintain, renew and keep in full force and effect its organizational existence and all rights,
permits and franchises necessary to enable it to continue its business as currently conducted; (ii)
continue in operation in substantially the same manner as at present; (iii) keep its properties in
good operating condition and repair; and (iv) make all necessary and proper repairs, renewals,
replacements, additions and improvements thereto.




          4.7. Insurance. Maintain, with financially sound and reputable insurers, insurance
with respect to its property and business against such casualties and contingencies, of such types
and in such amounts, as is customary for established companies engaged in the same or similar
business and similarly situated. In the event of a conflict between the provisions of this Section
and the terms of any Security Documents relating to insurance, the provisions in the Security
Documents will control.




          4.8. Compliance with Laws. Comply with all laws applicable to the Borrower and to
the operation of its business (including without limitation any statute, ordinance, rule or
regulation relating to employment practices, pension benefits or environmental, occupational and
health standards and controls).




          4.9. Bank Accounts. Establish and maintain at the Bank the Borrower’s primary
operating accounts.




          4.10. Financial Covenants. Comply with all of the financial and other covenants, if
any, set forth on the Addendum.




          4.11. Additional Reports. Provide prompt written notice to the Bank of the
occurrence of any of the following (together with a description of the action which the Borrower
proposes to take with respect thereto): (i) any Event of Default or any event, act or condition
which, with the passage of time or the giving of notice, or both, would constitute an Event of
Default (a “Default”), (ii) any litigation filed by or against the Borrower, which could reasonably
be expected to have a Material Adverse Effect, (iii) any Reportable Event or Prohibited Transaction
with respect to any Employee Benefit Plan(s) (as defined in ERISA) or (iv) any event which might
result in a Material Adverse Effect.




     5. Negative Covenants. The Borrower covenants and agrees that from the date of this
Agreement until all Obligations have been paid in full and any commitments of the Bank to the
Borrower have been terminated, except as set forth in the Addendum, the Borrower will not, without
the Bank’s prior written consent:



          5.1. Indebtedness. Create, incur, assume or suffer to exist any indebtedness for
borrowed money other than: (i) the Loan and any subsequent indebtedness to the Bank; and (ii) open
account trade debt incurred in the ordinary course of business and not past due; and (iii)
indebtedness in respect of purchase money financings of real or personal property.




          5.2. Liens and Encumbrances. Except as provided in Section 3.6, create, assume,
incur or permit to exist any mortgage, pledge, encumbrance, security interest, lien or charge of
any kind upon any of its property, now owned or hereafter acquired, or acquire or agree to acquire
any kind of property subject to any conditional sales or other title retention agreement, except
liens securing purchase money indebtedness permitted pursuant to Section 5.1 above.




          5.3. Guarantees. Guarantee, endorse or become contingently liable for the
obligations of any person, firm, corporation or other entity, in excess of $50,000,000.00 in the
aggregate at any time, except in connection with the endorsement and deposit of checks in the
ordinary course of business for collection.




          5.4. Loans or Advances. Purchase or hold beneficially any stock, other securities or
evidences of indebtedness of, or make or have outstanding, any loans or advances to, or otherwise
extend credit to, or make any investment or acquire any interest whatsoever in, any other person,
firm, corporation or other entity in excess of $50,000,000.00 in the aggregate at any time, except
(i) investments disclosed on the Borrower’s Historical Financial Statements or acceptable to the
Bank in its sole discretion, (ii) investments that are disclosed as soon as practicable on



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the Borrower’s Financial Statements required pursuant to Sections 4.2 and 4.3 herein, (iii) the
$100,000,000.00 stock buy-back program in progress by the Borrower as of the date of this
Agreement, and (iv) the stock buy-back in respect of the Borrower’s stock equity executive
compensation plans for officers and directors.




          5.5. Merger or Transfer of Assets. Liquidate or dissolve, or merge or consolidate
with or into any person, firm, corporation or other entity, or sell, lease, transfer or otherwise
dispose of all or any substantial part of its property, assets, operations or business, whether now
owned or hereafter acquired.




          5.6. Change in Business, Management or Ownership. Make or permit any change in its
form of organization or the nature of its business as carried on as of the date hereof.




          5.7. Acquisitions. Make acquisitions of all or substantially all of the property or
assets of any person, firm, corporation or other entity; provided, that the Borrower may
make such acquisitions if (i) at the time of any such acquisition, the Borrower is able to
demonstrate pro forma compliance with the financial covenants set forth in the Addendum to this
Agreement, and (ii) such acquisition results in the Borrower being the surviving legal entity.




     6. Events of Default. The occurrence of any of the following will be deemed to be an
Event of Default:



          6.1. Covenant Default. The Borrower shall default in the performance of any of the
covenants or agreements contained in this Agreement.




          6.2. Breach of Warranty. Any Financial Statement, representation, warranty or
certificate made or furnished by the Borrower to the Bank in connection with this Agreement shall
be false, incorrect or incomplete when made.




          6.3. Other Default. The occurrence of an Event of Default as defined in the Note or
any of the Loan Documents.



Upon the occurrence of an Event of Default, the Bank will have all rights and remedies specified in
the Note and the Loan Documents and all rights and remedies (which are cumulative and not
exclusive) available under applicable law or in equity.




     7. Conditions. The Bank’s obligation to make any advance under the Loan is subject
to the conditions that as of the date of the advance:



          7.1. No Event of Default. No Event of Default or event which with the passage of
time, the giving of notice or both would constitute an Event of Default shall have occurred and be
continuing;




          7.2. Authorization Documents. The Bank shall have received certified copies of
resolutions of the board of directors, the general partners or the members or managers of any
partnership, corporation or limited liability company that executes this Agreement, the Note or any
of the other Loan Documents; or other proof of authorization satisfactory to the Bank;




          7.3. Opinion of Counsel. The Bank shall have received an opinion of counsel to the
Borrower addressing such matters relating to the Borrower and this transaction as the Bank may
reasonably request; and




          7.4. Receipt of Loan Documents. The Bank shall have received the Loan Documents and
such other instruments and documents which the Bank may reasonably request in connection with the
transactions provided for in this Agreement.




     8. Fees. On or before the date of this Agreement, the Borrower shall pay to the
Bank a fee of $7,500.00.



     9. Expenses. The Borrower agrees to pay the Bank, upon the execution of this
Agreement, and otherwise on



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demand, all costs and expenses incurred by the Bank in connection with the preparation,
negotiation and delivery of this Agreement and the other Loan Documents, and any modifications
thereto, and the collection of all of the Obligations, including but not limited to enforcement
actions, relating to the Loan, whether through judicial proceedings or otherwise, or in defending
or prosecuting any actions or proceedings arising out of or relating to this Agreement, including
reasonable fees and expenses of counsel (which may include costs of in-house counsel), expenses for
auditors, appraisers and environmental consultants, lien searches, recording and filing fees and
taxes.



     10. Increased Costs. On written demand, together with written evidence of the
justification therefor, the Borrower agrees to pay the Bank all direct costs incurred and any
losses suffered or payments made by the Bank as a consequence of making the Loan by reason of any
change in law or regulation, or the interpretation thereof, imposing any reserve, deposit,
allocation of capital or similar requirement (including without limitation, Regulation D of the
Board of Governors of the Federal Reserve System) on the Bank, its holding company or any of their
respective assets.



     11. Miscellaneous.



          11.1. Notices: All notices, demands, requests, consents, approvals and other
communications required or permitted hereunder (“Notices”) must be in writing and will be effective
upon receipt. Notices may be given in any manner to which the parties may separately agree,
including electronic mail. Without limiting the foregoing, first-class mail, facsimile
transmission and commercial courier service are hereby agreed to as acceptable methods for giving
Notices. Regardless of the manner in which provided, Notices may be sent to a party’s address as
set forth above or to such other address as any party may give to the other for such purpose in
accordance with this section.




          11.2. Preservation of Rights. No delay or omission on the Bank’s part to exercise
any right or power arising hereunder will impair any such right or power or be considered a waiver
of any such right or power, nor will the Bank s action or inaction impair any such right or power.
The Bank’s rights and remedies hereunder are cumulative and not exclusive of any other rights or
remedies which the Bank may have under other agreements, at law or in equity.




          11.3. Illegality. If any provision contained in this Agreement should be invalid,
illegal or unenforceable in any respect, it shall not affect or impair the validity, legality and
enforceability of the remaining provisions of this Agreement.




          11.4. Changes in Writing. No modification, amendment or waiver of, or consent to any
departure by the Borrower from, any provision of this Agreement will be effective unless made in a
writing signed by the party to be charged, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. No notice to or demand on the
Borrower will entitle the Borrower to any other or further notice or demand in the same, similar or
other circumstance.




          11.5. Entire Agreement. This Agreement (including the documents and instruments
referred to herein) constitutes the entire agreement and supersedes all other prior agreements and
understandings, both written and oral, between the parties with respect to the subject matter
hereof.




          11.6. Counterparts. This Agreement may be signed in any number of counterpart copies
and by the parties hereto on separate counterparts, but all such copies shall constitute one and
the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by
facsimile transmission shall be effective as delivery of a manually executed counterpart. Any
party so executing this Agreement by facsimile transmission shall promptly deliver a manually
executed counterpart, provided that any failure to do so shall not affect the validity of the
counterpart executed by facsimile transmission.




          11.7. Successors and Assigns. This Agreement will be binding upon and inure to the
benefit of the Borrower and the Bank and their respective heirs, executors, administrators,
successors and assigns; provided,




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however, that the Borrower may not assign this Agreement in whole or in part without the
Bank’s prior written consent and the Bank at any time may assign this Agreement in whole or in
part.




          11.8. Interpretation. In this Agreement, unless the Bank and the Borrower otherwise
agree in writing, the singular includes the plural and the plural the singular; words importing any
gender include the other genders; references to statutes are to be construed as including all
statutory provisions consolidating, amending or replacing the statute referred to; the word “or”
shall be deemed to include “and/or”, the words “including”, “includes” and “include” shall be
deemed to be followed by the words “without limitation”; references to articles, sections (or
subdivisions of sections) or exhibits are to those of this Agreement; and references to agreements
and other contractual instruments shall be deemed to include all subsequent amendments and other
modifications to such instruments, but only to the extent such amendments and other modifications
are not prohibited by the terms of this Agreement. Section headings in this Agreement are included
for convenience of reference only and shall not constitute a part of this Agreement for any other
purpose. Unless otherwise specified in this Agreement, all accounting terms shall be interpreted
and all accounting determinations shall be made in accordance with GAAP. If this Agreement is
executed by more than one party as Borrower, the obligations of such persons or entities will be
joint and several.




          11.9. No Consequential Damages, Etc. The Bank will not be responsible for any
damages, consequential, incidental, special, punitive or otherwise, that may be incurred or alleged
by any person or entity, including the Borrower and any Guarantor, as a result of this Agreement,
the other Loan Documents, the transactions contemplated hereby or thereby, or the use of the
proceeds of the Loan.




          11.10. Assignments and Participations. At any time, without any notice to the
Borrower, the Bank may sell, assign, transfer, negotiate, grant participations in, or otherwise
dispose of all or any part of the Bank’s interest in the Loan. The Borrower hereby authorizes the
Bank to provide, without any notice to the Borrower, any information concerning the Borrower,
including information pertaining to the Borrower’s financial condition, business operations or
general creditworthiness, to any person or entity which may succeed to or participate in all or any
part of the Bank’s interest in the Loan.




          11.11. Governing Law and Jurisdiction. This Agreement has been delivered to and
accepted by the Bank and will be deemed to be made in the State where the Bank’s office indicated
above is located. This Agreement will be interpreted and the rights and liabilities of the
parties hereto determined in accordance with the laws of the State where the Bank’s office
indicated above is located, excluding its conflict of laws rules. The Borrower hereby
irrevocably consents to the exclusive jurisdiction of any state or federal court in the county or
judicial district where the Bank’s office indicated above is located; provided that nothing
contained in this Agreement will prevent the Bank from bringing any action, enforcing any award or
judgment or exercising any rights against the Borrower individually, against any security or
against any property of the Borrower within any other county, state or other foreign or domestic
jurisdiction. The Bank and the Borrower agree that the venue provided above is the most convenient
forum for both the Bank and the Borrower. The Borrower waives any objection to venue and any
objection based on a more convenient forum in any action instituted under this Agreement.




          11.12. WAIVER OF JURY TRIAL. EACH OF THE BORROWER AND THE BANK IRREVOCABLY WAIVES
ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE
RELATING TO THIS AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY
TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER AND THE BANK ACKNOWLEDGE THAT THE
FOREGOING WAIVER IS KNOWING AND VOLUNTARY.



The Borrower acknowledges that it has read and understood all the provisions of this Agreement,
including the waiver of jury trial, and has been advised by counsel as necessary or appropriate.




-8-









 







WITNESS the due execution hereof as a document under seal, as of the date first written above.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	WITNESS / ATTEST:	 	 	 	ERIE INDEMNITY COMPANY, a Pennsylvania

corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Philip A. Garcia	 	 
	 	 	 	 	 	 	 	 	 
	Print Name:	 	 
	 	 	 	 	 	Print Name:
	 	Philip A. Garcia	 	 
	Title:
	 	 	 	 	 	 	 	Title:
	 	Executive Vice President & CFO	 	 
	(Include title only an officer or
entity signing to the right)	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ James F. Stevenson
 	 
	 	 	James F. Stevenson 	 
	 	 	Vice President 	 



-9-









 






	 	 	 	 	 


ADDENDUM to that certain Loan Agreement dated January 30, 2008 between Erie Indemnity Company as
the Borrower and PNC Bank, National Association, as the Bank. Capitalized terms used in this
Addendum and not otherwise defined shall have the meanings given them in the Agreement. Section
numbers below refer to the sections of the Agreement.



3.6 Title to Assets. Describe additional liens and encumbrances below:



3.7 Litigation. Describe pending and threatened litigation, investigations, proceedings,
etc. below:




-10-









 








CONTINUATION OF ADDENDUM




FINANCIAL COVENANTS



(1) The Borrower will maintain at all times a minimum consolidated net worth of the sum of (A) 70%
of the Borrower’s consolidated net worth as of December 31, 2007, plus (B) 50% of positive
net income on a cumulative basis for each succeeding fiscal quarter, commencing with the fiscal
quarter ending March 31, 2008.



(2) The Borrower will maintain at all times a ratio (expressed as a percentage) of consolidated
debt to consolidated total capitalization of not more than 35%.



All of the above financial covenants shall be computed and determined in accordance with GAAP
applied on a consistent basis (subject to normal year-end adjustments).





-11-











 





	 	 	 
	Amendment to Loan Documents

	 	






     THIS AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of February 27, 2008, by and
between ERIE INDEMNITY COMPANY (the “Borrower”), and PNC BANK, NATIONAL ASSOCIATION (the “Bank”).



BACKGROUND




     A. The Borrower has executed and delivered to the Bank (or a predecessor which is now known by
the Bank’s name as set forth above), one or more promissory notes, letter agreements, loan
agreements, security
agreements, mortgages, pledge agreements, collateral assignments, and other
agreements, instruments,
certificates and documents, some or all of which are more fully described on attached Exhibit
A, which is made a
part of this Amendment (collectively as amended from time to time, the “Loan Documents”) which
evidence or
secure some or all of the Borrower’s obligations to the Bank for one or more loans or other
extensions of credit
(the “Obligations”).



     B. The Borrower and the Bank desire to amend the Loan Documents as provided for in this
Amendment.



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



     1. Certain of the Loan Documents are amended as set forth in Exhibit A. Any and all references
to
any Loan Document in any other Loan Document shall be deemed to refer to such Loan Document as
amended
by this Amendment. This Amendment is deemed incorporated into each of the Loan Documents.
Any initially
capitalized terms used in this Amendment without definition shall have the meanings assigned
to those terms in
the Loan Documents. To the extent that any term or provision of this Amendment is or may be
inconsistent with
any term or provision in any Loan Document, the terms and provisions of this Amendment shall
control.



     2. The Borrower hereby certifies that: (a) all of its representations and warranties in the
Loan
Documents, as amended by this Amendment, are, except as may otherwise be stated in this
Amendment: (i) true
and correct as of the date of this Amendment, (ii) ratified and confirmed without condition as
if made anew, and
(iii) incorporated into this Amendment by reference, (b) no Event of Default or event which,
with the passage of
time or the giving of notice or both, would constitute an Event of Default, exists under any
Loan Document
which will not be cured by the execution and effectiveness of this Amendment, (c) no consent,
approval, order or
authorization of, or registration or filing with, any third party is required in connection
with the execution,
delivery and carrying out of this Amendment or, if required, has been obtained, and (d) this
Amendment has been
duly authorized, executed and delivered so that it constitutes the legal, valid and binding
obligation of the
Borrower, enforceable in accordance with its terms. The Borrower confirms that the
Obligations remain
outstanding without defense, set off, counterclaim, discount or charge of any kind as of the
date of this
Amendment.



     3. The Borrower hereby confirms that any collateral for the Obligations, including liens,
security
interests, mortgages, and pledges granted by the Borrower or third parties (if applicable),
shall continue
unimpaired and in full force and effect, and shall cover and secure all of the Borrower’s
existing and future
Obligations to the Bank, as modified by this Amendment.



 









 





     4. As a condition precedent to the effectiveness of this Amendment, the Borrower shall comply
with the terms and conditions (if any) specified in Exhibit A.



     5. To induce the Bank to enter into this Amendment, the Borrower waives and releases and
forever
discharges the Bank and its officers, directors, attorneys, agents, and employees from any
liability, damage,
claim, loss or expense of any kind that it may have against the Bank or any of them arising
out of or relating to
the Obligations. The Borrower further agrees to indemnify and hold the Bank and its
officers, directors,
attorneys, agents and employees harmless from any loss, damage, judgment, liability or expense
(including
attorneys’ fees) suffered by or rendered against the Bank or any of them on account of any
claims arising out of
or relating to the Obligations. The Borrower further states that it has carefully read the
foregoing release and
indemnity, knows the contents thereof and grants the same as its own free act and deed.



     6. This Amendment may be signed in any number of counterpart copies and by the parties to this
Amendment on separate counterparts, but all such copies shall constitute one and the same
instrument. Delivery
of an executed counterpart of a signature page to this Amendment by facsimile transmission
shall be effective as
delivery of a manually executed counterpart. Any party so executing this Amendment by
facsimile transmission
shall promptly deliver a manually executed counterpart, provided that any failure to do so
shall not affect the
validity of the counterpart executed by facsimile transmission.



     7. This Amendment will be binding upon and inure to the benefit of the Borrower and the Bank
and
their respective heirs, executors, administrators, successors and assigns.



     8. This Amendment has been delivered to and accepted by the Bank and will be deemed to be made
in the State where the Bank’s office indicated in the Loan Documents is located. This
Amendment will be
interpreted and the rights and liabilities of the parties hereto determined in accordance with
the laws of the State
where the Bank’s office indicated in the Loan Documents is located, excluding its conflict of
laws rules.



     9. Except as amended hereby, the terms and provisions of the Loan Documents remain unchanged,
are and shall remain in full force and effect unless and until modified or amended in writing
in accordance with
their terms, and are hereby ratified and confirmed. Except as expressly provided herein, this
Amendment shall
not constitute an amendment, waiver, consent or release with respect to any provision of any
Loan Document, a
waiver of any default or Event of Default under any Loan Document, or a waiver or release of
any of the Bank’s
rights and remedies (all of which are hereby reserved). The Borrower expressly ratifies and
confirms the
waiver of jury trial provisions contained in the Loan Documents.



     WITNESS the due execution of this Amendment as a document under seal as of the date first
written above.



	 	 	 
	WITNESS / ATTEST:

	       ERIE INDEMNITY COMPANY
	 
	 	 
	/s/ Donald A. McRae

	By:	 /s/ Philip A. Garcia
	 

	 	 
	Print Name: Donald A. McRae

	 	Print Name: Philip A. Garcia
	Title:             AVP & Cash Manager

	 	Title:             EVP & CFO
	(Include title only if an officer of entity signing to the right)
	 	 
	 
	 	 
	 

	       PNC BANK, NATIONAL ASSOCIATION
	 
	 	 
	 

	By:	 /s/ James F. Stevenson
	 

	 	 
	 

	 	James F. Stevenson

Vice President






-2-









 






EXHIBIT A TO

AMENDMENT TO LOAN DOCUMENTS

DATED AS OF FEBRUARY 27, 2008





	A.	 	The “Loan Documents” that are the subject of this Amendment include the following (as any of
the
foregoing have previously been amended, modified or otherwise supplemented):






	 	1.	 	Loan Agreement, dated January 30, 2008, between the Borrower and
the Bank (the
“Agreement”); and
	 
	 	2.	 	All other documents, instruments, agreements, and certificates executed and
delivered in
connection with the Loan Documents listed in this Section A.






	B.	 	The Agreement is amended as follows:






	 	1.	 	Section 1.1 of the Agreement is hereby amended by adding the following
two (2) paragraphs to the end thereof:






     “The Borrower may request that the Bank, in lieu of cash advances, issue standby
letters of credit (individually, a “Letter of Credit” and collectively the “Letters
of Credit”) under the Line of Credit in the face amount in the aggregate at any time
outstanding not to exceed $50,000,000.00; provided, however, that after giving effect
to the face amount of such Letter of Credit, the sum of the aggregate outstanding
advances under the Line of Credit and the aggregate face amount of all Letters of
Credit issued and outstanding shall not exceed the Line of Credit.. The availability
of advances under the Line of Credit shall be reduced by the face amount of each
Letter of Credit issued and outstanding (whether or not drawn). For purposes of this
Agreement, the “face amount” of any Letter of Credit shall include any automatic
increases in face amount under the terms of such Letter of Credit, whether or not any
such increase in face amount has become effective. Unless otherwise consented to by
the Bank in writing, each Letter of Credit shall have an expiry date which is not
later than twelve (12) months following the Expiration Date (the “Final LC Expiration
Date”). Each payment by the Bank under a Letter of Credit shall constitute an advance
of principal under the Line of Credit and shall be evidenced by the Note. The Letters
of Credit shall be governed by the terms of this Agreement and by one or more
reimbursement agreements, in form and content satisfactory to the Bank, executed by
the Borrower in favor of the Bank (collectively if more than one, the “Reimbursement
Agreement”). Each request for the issuance of a Letter of Credit must be accompanied
by the Borrower’s execution of an application on the Bank’s standard forms (each, an
“Application”), together with all supporting documentation. Each Letter of Credit
will be issued in the Bank’s sole discretion and in a form acceptable to the Bank.
This Agreement is not a pre-advice for the issuance of a letter of credit and is not
irrevocable.




     The Borrower shall pay the Bank’s standard issuance fee on the face amount of
each Letter of Credit upon issuance, together with such other customary fees and
expenses therefore as shall be required by the Bank. In addition, the Borrower shall
pay to the Bank a fee (the “Letter of Credit Commission”), calculated daily (on the
basis of a year of 360 days), equal to the amount available to be drawn at such time
under all Letters of Credit issued under the Line of Credit (including any amounts
drawn thereunder and not reimbursed, regardless of the existence or satisfaction of
any conditions or limitations on drawing) on each day multiplied by fifty (50) basis
points (0.50%). The Letter of Credit Commission shall be payable quarterly in arrears
beginning on April 1, 2008, and continuing on the first day of each fiscal quarter
thereafter and on the Final LC Expiration Date. Notwithstanding the foregoing, after
the occurrence and during



 









 






the continuance of an Event of Default, the Letter of Credit Commission, as
calculated above, shall be increased by three percent (3.00%) per annum.”




	C.	 	Conditions to Effectiveness of Amendment: The Bank’s willingness to agree to the amendments set
forth
in this Amendment is subject to the prior satisfaction of the following conditions:






	 	1.	 	Execution by all parties and delivery to the Bank of this Amendment,
and a Reimbursement Agreement for Standby Letters of Credit, in form and content
satisfactory to the Bank.






 











 





	 	 	 
	Reimbursement Agreement

for Standby Letter(s) of Credit

	 	






     THIS REIMBURSEMENT AGREEMENT FOR STANDBY LETTER(S) OF CREDIT (this “Agreement”) is made as of
this 27th day of February, 2008, by ERIE INDEMNITY COMPANY (the “Obligor”), with an
address at 100 Erie Insurance Place, Erie, Pennsylvania 16530, in favor of PNC BANK, NATIONAL
ASSOCIATION (the “Bank”), with an address at 500 First Avenue, Third Floor, Pittsburgh, PA 15219.
From time to time by submitting an application in a form approved by the Bank (an “Application”),
the Obligor or any of its subsidiaries or affiliates may request the Bank to issue one or more
letters of credit (each, a “Credit”). The Bank may issue any such Credit, but the Bank shall have
no obligation to do so unless otherwise agreed in writing. The Obligor agrees that the following
terms and conditions shall apply to any Credit:



     1. Definitions and Interpretation. (a) In addition to terms defined elsewhere in
this Agreement:
“Bank Affiliate” means any direct or indirect subsidiary of The PNC Financial Services Group,
Inc.; “Base
Rate” means a fluctuating rate per annum equal to the greater of (i) the interest rate per
annum announced from
time to time by the Bank as its then prime rate, which rate may not be the lowest rate then
being charged
commercial borrowers by the Bank; or (ii) the rate applicable to federal funds transactions,
as reasonably
determined by the Bank, plus .50%; “Business Day” means any day other than a Saturday, Sunday
or other day
on which banks in Pittsburgh, Pennsylvania, or any other city of which the Bank may give the
Obligor notice
from time to time, are authorized or required by law to close; “Dollar Equivalent” means, with
respect to an
amount in any currency other than U.S. dollars, as of any date, the amount of U.S. dollars
into which such amount
in such currency may be converted at the spot rate at which U.S. dollars are offered by the
Bank in Pittsburgh for
such currency at approximately 11:00 a.m., Prevailing Time, on such date, plus all actual
costs of settlement,
including amounts incurred by the Bank to comply with currency exchange requirements of any
Governmental
Authority; “Governmental Authority” means any de facto or de jure domestic or foreign
government, court,
tribunal, agency, or other purported authority; “ISP98” means the International Standby
Practices 1998, and any
subsequent official revision thereof; “Prevailing Time” means the prevailing time in
Pittsburgh, Pennsylvania (or
any other city of which the Bank may have given the Obligor notice) on the date in question;
“Taxes” means all
taxes, fees, duties, levies, imposts, deductions, charges or withholdings of any kind (other
than taxes on the
Bank’s net income); and “UCP” means the Uniform Customs and Practice for Documentary Credits
as most
recently published by the International Chamber of Commerce at the time a Credit is issued.



     (b) If this Agreement is signed by more than one Obligor, each shall be deemed to make to the
Bank all the representations, warranties and covenants contained herein, and each shall be jointly
and severally liable hereunder. Any reference herein to this Agreement, an Application, a Credit,
or any other instrument, agreement or document related hereto or thereto shall be deemed to refer
to all amendments, modifications, extensions and renewals hereof and thereof. Determinations made
by the Bank pursuant to the terms hereof shall be conclusive absent manifest error.



     2. Payments. (a) The Obligor will pay to the Bank the amount to be paid by the Bank
with respect to
each draft or other payment demand made under a Credit no later than 10 a.m., Prevailing Time,
on the date such
payment is to be made by the Bank, or such earlier time as the Bank may reasonably require. If
a Credit calls for
the delivery by the Bank of an item other than money, the Obligor shall deliver or cause to be
delivered such item
to the Bank at such time, in advance of the time the Bank is to deliver such item, as the Bank
may reasonably
require.



 









 





     (b) The Obligor agrees to be primarily liable for payment to the Bank with respect to any
Credit issued
by the Bank at the request of any subsidiary or affiliate of the Obligor. The Obligor
authorizes the Bank to accept
Applications from the Obligor’s subsidiaries and affiliates.



     (c) The Obligor will pay to the Bank upon receipt of the Bank’s invoice therefor (i)
interest on all
amounts payable to the Bank hereunder from the date due to the date of payment, at the Base Rate
plus ___%
(or, if the preceding blank is not completed, the Base Rate plus 4%); provided that in no event
shall the Obligor pay interest in excess of the maximum rate permitted by applicable law; (ii) the
Bank’s fees as separately agreed to by the Obligor and the Bank, as well as the customary
commissions and other charges regularly charged by the Bank for letters of credit; and (iii) all
charges and expenses paid or incurred by the Bank or any of its correspondents in connection with
this Agreement or any Credit, including all reasonable legal fees and expenses, whether of internal
or external counsel to the Bank. All periodic interest, fees and commissions shall be calculated
on the basis of the actual days elapsed in a 360 day year, and interest shall continue to accrue at
the applicable rate set forth herein whether or not a default exists or a judgment has been
entered.



     (d) All amounts payable hereunder by the Obligor shall be paid to the Bank at its address set
forth above
or at such other place as the Bank may give notice from time to time, in immediately available
funds in the
currency specified by the Bank, without set off, defense, recoupment, deduction, cross-claim
or counterclaim of
any kind; and free and clear of, and without deduction for, any present or future Taxes. If
the Bank or the Obligor
pays any Taxes, whether or not correctly or legally assessed, the amounts payable hereunder
shall be increased so
that, after the payment of such Taxes, the Bank shall have received an amount equal to the sum
the Bank would
have received had no such Taxes been paid. If any amount payable hereunder is denominated in a
currency other
than U.S. dollars, the Obligor shall make payment in such currency or, at the Bank’s option,
shall pay the Dollar
Equivalent thereof. To effect any payment due hereunder, the Bank may debit any account that
the Obligor may
have with the Bank or any Bank Affiliate.



     3. Nature of Obligations. (a) The Obligor’s obligations to the Bank under this
Agreement are absolute, unconditional and irrevocable, and shall be paid and performed in
accordance with the terms hereof irrespective of any act, omission, event or condition, including,
without limitation (i) the form of, any lack of power or authority of any signer of, or the lack
of validity, sufficiency, accuracy, enforceability or genuineness of (or any defect in or forgery
of any signature or endorsement on) any draft, demand, document, certificate or instrument
presented in connection with any Credit, or any fraud or alleged fraud in connection with any
Credit or any obligation underlying any Credit, in each case, even if the Bank or any of its
correspondents have been notified thereof; (ii) any claim of breach of warranty that might be made
by the Obligor or the Bank against any beneficiary of a Credit, or the existence of any claim, set
off, recoupment, counterclaim, cross-claim, defense, or other right that the Obligor may at any
time have against any beneficiary, any successor beneficiary, any transferee or assignee of the
proceeds of a Credit, the Bank or any correspondent or agent of the Bank, or any other person,
however arising; (iii) any acts or omissions by, or the solvency of, any beneficiary of any
Credit, or any other person having a role in any transaction or obligation relating to a Credit;
(iv) any failure by the Bank to issue any Credit in the form requested by the Obligor, unless the
Bank receives written notice from the Obligor of such failure within three Business Days after the
Bank shall have furnished the Obligor (by facsimile transmission or otherwise) a copy of such
Credit and such error is material; and (v) any action or omission (including failure or compulsion
to honor a presentation under any Credit) by the Bank or any of its correspondents in connection
with a Credit, draft or other demand for payment, document, or any property relating to a Credit,
and resulting from any censorship, law, regulation, order, control, restriction, or the like,
rightfully or wrongly exercised by any Governmental Authority, or from any other cause beyond the
reasonable control of the Bank or any of its correspondents, or for any loss or damage to the
Obligor or to anyone else, or to any property of the Obligor or anyone else, resulting from any
such action or omission.



     (b) The Bank is authorized to honor any presentation under a Credit without regard to, and
without any duty on the Bank’s part to inquire into, any transaction or obligation underlying such
Credit, or any disputes or controversies between the Obligor and any beneficiary of a Credit, or
any other person, notwithstanding that the Bank may have assisted the Obligor in the preparation
of the wording of any Credit or documents required to be



-2-









 







presented thereunder or that the Bank may be aware of any underlying transaction or obligation or
be familiar with any of the parties thereto.



     (c) The Obligor agrees that any action or omission by the Bank or any of its correspondents in
connection
with any Credit or presentation thereunder shall be binding on the Obligor and shall not
result in any liability of
the Bank or any of its correspondents to the Obligor in the absence of the gross negligence or
willful misconduct
of the Bank. Without limiting the generality of the foregoing, the Bank and each of its
correspondents (i) may
rely on any oral or other communication believed in good faith by the Bank or such
correspondent to have been
authorized or given by or on behalf of the Obligor; (ii) may honor any presentation if the
documents presented
appear on their face substantially to comply with the terms and conditions of the relevant
Credit; (iii) may honor a
previously dishonored presentation under a Credit, whether such dishonor was pursuant to a
court order, to settle
or compromise any claim of wrongful dishonor, or otherwise, and shall be entitled to
reimbursement to the same
extent as if such presentation had initially been honored, together with any interest paid by
the Bank; (iv) may
honor any drawing that is payable upon presentation of a statement advising negotiation or
payment, upon receipt
of such statement (even if such statement indicates that a draft or other document is being
separately delivered),
and shall not be liable for any failure of any such draft or other document to arrive, or to
conform in any way with
the relevant Credit; and (v) may pay any paying or negotiating bank claiming that it
rightfully honored under the
laws or practices of the place where such bank is located. In no event shall the Bank be
liable to the Obligor for
any indirect, consequential, incidental, punitive, exemplary or special damages or expenses
(including without
limitation attorneys’ fees), or for any damages resulting from any change in the value of any
property relating to a
Credit.



     (d) If the Obligor or any other person seeks to delay or enjoin the honor by the Bank of a
presentation
under a Credit, the Bank shall have no obligation to delay or refuse to honor the presentation
until validly so
ordered by a court of competent jurisdiction.



     4. Set Off and Security. As collateral security for the due payment and performance
of the Obligor’s
obligations to the Bank hereunder and otherwise, whether such obligations are absolute or
contingent and exist
now or arise after the date hereof, the Obligor grants to the Bank a contractual possessory
security interest in, an
unqualified right to possession and disposition of, and a contractual right of set off
against, in each case, to the
fullest extent permitted by law (a) all property relating to any Credit, and all drafts,
payment demands, transport
documents, warehouse receipts, documents of title, policies or certificates of insurance and
other documents
relating to any Credit; (b) property in the possession of, on deposit with, or in transit to,
the Bank or any Bank
Affiliate, now or hereafter, regardless of how obtained or held (whether in a general or
special account or deposit,
jointly or with someone else, in safekeeping, or otherwise); and (c) the proceeds (including
insurance proceeds) of
each of the above (collectively, the “Collateral”). The Bank’s rights with respect to the
Collateral may be
exercised without demand on or notice to the Obligor. The Bank shall be deemed to have
exercised its right of set
off immediately upon the occurrence of an Event of Default hereunder without any action of the
Bank, although
the Bank may enter such setoff on its books and records at a later time. The Obligor agrees
from time to time to
deliver to the Bank, on demand, such further agreements and instruments, and such additional
security, as the
Bank may require to secure, or further secure, the Obligor’s obligations hereunder.



     5. Representations, Warranties, Covenants. The Obligor represents, warrants, and
covenants that (a)
if not a natural person, the Obligor is duly organized, validly existing and in good standing
under the laws of the
jurisdiction of its organization and duly qualified to do business in those jurisdictions in
which its ownership of
property or the nature of its business activities makes such qualification necessary; (b) the
Obligor has the
requisite power and authority to execute and deliver this Agreement and to perform its
obligations hereunder; and
all such action has been duly authorized by all necessary proceedings on the Obligor’s part,
and neither now nor
hereafter shall contravene or result in a breach of any organizational document of the
Obligor, any agreement,
document, or instrument binding on the Obligor or its property, or any law, treaty,
regulation, or order of any
Governmental Authority, or require any notice, filing, or other action to or by any
Governmental Authority; (c) all
financial statements and other information received from the Obligor by the Bank prior to the
date hereof fairly
and accurately present its financial condition in accordance with generally accepted
accounting principles, and no
material adverse change has occurred in the Obligor’s financial condition or business
operations since the date




-3-












 




thereof; (d) there are no actions, suits, proceedings or governmental investigations pending or, to
the knowledge of the Obligor, threatened against the Obligor which could result in a material
adverse change in its financial condition or business operations; (e) the Obligor will promptly
submit to the Bank such information relating to the Obligor’s affairs (including but not limited to
annual financial statements) as the Bank may reasonably request; and
(f) the Obligor and each
transaction and obligation underlying each Credit are and shall remain in compliance with all laws,
treaties, rules, and regulations of any Governmental Authority, including, without limitation,
foreign exchange control, United States foreign assets control, and currency reporting laws and
regulations, now or hereafter applicable.




     6. Events of Default. The occurrence of any of the following is an “Event of Default”
hereunder: (a) the Obligor’s failure to pay when due any obligation to the Bank or any Bank Affiliate under
this Agreement or otherwise; (b) the Obligor’s failure to perform or observe any other term or covenant of this
Agreement; (c) any representation or warranty contained in this Agreement or in any document given now or
hereafter by the Obligor in connection herewith is materially false, erroneous, or misleading; (d) the occurrence of
any event of default or default and the lapse of any notice or cure period under any other debt, liability or
obligation of the Obligor to the Bank or any Bank Affiliate; (e) the failure to pay or perform any material obligation to any
other person if such failure may cause any such obligation to be due or performable immediately; (f) any levy,
garnishment, attachment, or similar proceeding is instituted against the Obligor’s property in possession
of, on deposit with, or in transit to, the Bank; (g) the Obligor’s dissolution or termination, or the institution by
or against the Obligor or any of its property of any proceeding relating to bankruptcy, receivership, insolvency,
reorganization, liquidation, conservatorship, foreclosure, execution, attachment, garnishment, levy, assignment for the
benefit of creditors, relief of debtors, or similar proceeding (and, in the case of any such proceeding instituted
against the Obligor, such proceeding is not dismissed or stayed within 30 days of the commencement thereof); (h)
the entry of a material final judgment against the Obligor and the failure of the Obligor to discharge the
judgment within 10 days of the final entry thereof; (i) any material adverse change in the Obligor’s business,
assets, operations, financial condition or results of operations; (j) the death, incarceration, indictment, or
legal incompetency of an individual Obligor or, if the Obligor is a partnership or limited liability company, the
death, incarceration, indictment, or legal incompetency of any individual general partner or member; (k) the
occurrence of any of the above events with respect to any person which has now or hereafter guarantied or provided any
collateral for any of the Obligor’s obligations hereunder; or (l) any guarantee, or any document, instrument or
agreement purporting to provide the Bank security for the Obligor’s obligations hereunder shall be challenged,
repudiated, or unenforceable for any reason.



     7. Remedies. Upon the occurrence of any Event of Default (a) the amount of each
Credit, together with any additional amounts payable hereunder, shall, at the Bank’s option, become due and payable
immediately without demand upon or notice to the Obligor; (b) the Bank may exercise from time to time any
of the rights and remedies available to the Bank under this Agreement, under any other documents now or in the
future evidencing or securing obligations of the Obligor to the Bank, or under applicable law, and all such
remedies shall be cumulative and not exclusive; and (c) upon request of the Bank, the Obligor shall promptly
deliver to the Bank in immediately available funds, as collateral for any and all obligations of the Obligor to the
Bank, an amount equal to 105% of the maximum aggregate amount then or at any time thereafter available to be drawn
under all outstanding Credits, and the Obligor hereby pledges to the Bank and grants to the Bank a
security interest in all such funds as security for such obligations, acknowledges that the Bank shall at all times
have control of such funds and shall be authorized to give entitlement orders (as defined in the UCC) with respect
to such funds, without further consent of the Obligor or any other person, and agrees promptly to do all
further things that the Bank may deem necessary in order to grant and perfect the Bank’s security interest in such
funds. The Obligor waives presentment, protest, dishonor, notice of dishonor, demand, notice of protest, notice
of non-payment, and notice of acceptance of this Agreement, and any other notice or demand of any kind from the
Bank.



     8. Subrogation. The Bank, at its option, shall be subrogated to the Obligor’s rights
against any person who may be liable to the Obligor on any transaction or obligation underlying any Credit, to
the rights of any holder in due course or person with similar status against the Obligor, and to the rights of
any beneficiary or any successor or assignee of any beneficiary.



-4-









 





     9. Indemnification. The Obligor agrees to indemnify the Bank and each Bank Affiliate
and each of their respective officers, directors, shareholders, employees and agents (each, an “Indemnified
Party”) and to hold each Indemnified Party harmless from and against any and all claims, liabilities, losses,
damages, Taxes, penalties, interest, judgments, costs and expenses (including reasonable legal fees and costs,
whether of internal or external counsel to the Bank and all expenses of litigation or preparation therefor), which
may be incurred by or awarded against any Indemnified Party, and which arise out of or in connection with (a) any
Credit, this Agreement, or any suit, action, claim, proceeding or governmental investigation, pending or
threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or
governmental authority, which arise out of or relates to this Agreement or any Credit (and irrespective of who may be
the prevailing party); (b) any payment or action taken in connection with any Credit, including, without
limitation, any action or proceeding seeking to restrain any drawing under a Credit or to compel or restrain any payment
or any other action under a Credit or this Agreement (and irrespective of who may be the prevailing party);
(c) the enforcement of this Agreement or the collection or sale of any property or collateral; and (d) any act or
omission of any Governmental Authority or other cause beyond the Bank’s reasonable control; except, in each
case, to the extent such claim, liability, loss, damage, Tax, penalty, interest, judgment, cost or expense is
found by a final judgment of a court of competent jurisdiction to have resulted from the Bank’s gross negligence or
willful misconduct.



     10. Miscellaneous. All notices, demands, requests, consents, approvals and other
communications required or permitted hereunder (“Notices”) must be in writing and will be effective upon
receipt. Notices may be given in any manner to which the parties may separately agree, including electronic mail.
Without limiting the foregoing: (i) first class mail, facsimile transmission and commercial courier service are
hereby agreed to as acceptable methods for giving Notices and (ii) Applications may be submitted electronically
via, and in accordance with the terms and conditions of, the PINACLE Network System (or such other network
system offered by the Bank), if Obligor is an authorized user of such system or by such other
electronic means acceptable to the Bank. Regardless of the manner in which provided, Notices may be sent to a party’s
address as set forth above or to such other address as any party may give to the other for such purpose in
accordance with this section. The Bank may rely, and shall be protected in acting or refraining from acting, upon any Notice
or Application believed by the Bank to be genuine and to have been given by the proper party or parties. No
delay or omission on the Bank’s part to exercise any right or power arising hereunder will impair any such right or
power or be considered to be a waiver of any such right or power, nor will the Bank’s action or inaction
impair any such right or power. No modification, amendment or waiver of, or consent to any departure by the
Obligor from, any provision of this Agreement, will be effective unless made in a writing signed by the Bank,
and then such waiver or consent shall be effective only in the specific instance and for the purpose for which
given. If any provision of this Agreement is found to be invalid by a court, all the other provisions of the Agreement
will remain in full force and effect. If this Agreement is executed by more than one Obligor, each Obligor
waives any and all defenses to payment and performance hereunder based upon principles of suretyship, impairment
of collateral, or otherwise and, without limiting the generality of the foregoing, each Obligor consents to: any
change in the time, manner, or place of payment of or in any other term of all or any of the obligations of any
other Obligor hereunder or otherwise, and any exchange or release of any property or collateral, or the release or
other amendment, extension, renewal, waiver of, or consent to departure from, the terms hereof or of any
guaranty or security agreement or any other agreement related hereto. This Agreement will be binding upon and inure
to the benefit of the Obligor and the Bank and their respective heirs, executors, administrators, successors and
assigns; provided, however, that the Obligor may not assign this Agreement in whole or in part without the Bank’s
prior written consent and the Bank may at any time assign this Agreement in whole or in part. The Obligor
hereby authorizes the Bank, from time to time without notice to the Obligor, to record telephonic and other
electronic communications of the Obligor and provide any information pertaining to the financial
condition, business operations or credit worthiness of the Obligor to or at the direction of any Governmental
Authority, to any of the Bank’s correspondents, and any Bank Affiliate, and to any of its or their directors, officers,
employees, auditors and professional advisors, to any person which in the ordinary course of its business makes
credit reference inquiries, to any person which may succeed to or participate in all or part of the Bank’s
interest hereunder, and as may be necessary or advisable for the preservation of the Bank’s rights hereunder. This is
a continuing Agreement and shall remain in full force and effect until no obligations of the Obligor and no
Credit exist hereunder; provided, however, that termination of this Agreement shall not release the Obligor
from any payment or performance that is subsequently rescinded or recouped, and the obligation to make any such
payment or



-5-









 




performance shall continue until paid or performed as if no such payment or performance ever
occurred. Provisions concerning payment, indemnification, increased costs, Taxes, immunity, and
jurisdiction shall survive the termination of this Agreement.




     11. Financial Institution Obligor. If one of two or more Obligors is a financial
institution (the “Financial Institution”), the Financial Institution shall be deemed to request the issuance of
any Credit for its customer (the “Customer”) who has also executed this Agreement as an Obligor. In
consideration of any such issuance, and as a direct and primary obligation, the Financial Institution agrees to pay the
Bank all amounts that become due and payable to the Bank under this Agreement, when and as due, in accordance with
the terms hereof. The Financial Institution hereby assigns to the Bank all security interests now or at any time
existing granted in favor of the Financial Institution as security for the Customer’s obligations to the Financial
Institution arising out of this Agreement or any Credit, and agrees to do all things necessary from time to time to
effect such assignment.



     12. Representative of Obligor. If this Agreement is executed by more than one Obligor
and neither is a Financial Institution, the Obligor whose signature is first shown below shall have the
exclusive right to deal with the Bank in connection with the matters addressed herein, notwithstanding conflicting
instructions or requests from any other Obligor.



     13. Waiver of Immunity. The Obligor acknowledges that this Agreement is entered
into, and each Credit will be issued, for commercial purposes and, if the Obligor now or hereafter acquires
any immunity (sovereign or otherwise) from the jurisdiction of any court or from any legal process with
respect to itself or any of its property, the Obligor hereby irrevocably waives such immunity.



     14. Jurisdiction. The Obligor hereby irrevocably consents to the exclusive
jurisdiction of any state or federal court for the county or judicial district in the State of Pennsylvania where the
Bank’s office set forth above is located; provided that nothing contained in this Agreement will prevent the Bank from
bringing any action, enforcing any award or judgment, or exercising any right against the Obligor individually,
against any security, or against any property of the Obligor within any other county, state or other foreign or
domestic jurisdiction. The Obligor agrees that the venue provided above is the most convenient forum for the Bank and the
Obligor. The Obligor waives any objection to venue and any objection based on a more convenient forum in
any action under this Agreement.



     15. WAIVER OF JURY TRIAL. THE OBLIGOR IRREVOCABLY WAIVES ALL RIGHTS
THE OBLIGOR MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM
OF ANY NATURE RELATING TO THIS AGREEMENT, ANY CREDIT, ANY DOCUMENTS
EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY CREDIT, OR ANY
OBLIGATION OR TRANSACTION UNDERLYING ANY OF THE FOREGOING. THE OBLIGOR
ACKNOWLEDGES THAT THIS WAIVER IS KNOWING AND VOLUNTARY.



     16. Governing Law. This Agreement and each Credit shall be interpreted, construed,
and enforced according to (a) the laws of the Commonwealth of Pennsylvania, including, without limitation,
the Uniform Commercial Code (“UCC;” with the definitions of Article 5 of the UCC controlling over any
conflicting definitions in other UCC Articles); and (b) the UCP or the ISP, as set forth in each Credit,
which are, as applicable, incorporated herein by reference and which shall control (to the extent not
prohibited by the law referred to in (a)) in the event of any inconsistent provisions of such law. In the event
that a body of law other than that set forth above is applicable to a Credit, the Obligor shall be obligated to pay and
reimburse the Bank for any payment made under such Credit if such payment is, in the Bank’s judgment, justified under
either the law governing this Agreement or the law governing such Credit.



-6-









 





	 	 	 	 	 
	ERIE INDEMNITY COMPANY

 	 	 
	By:  	/s/ Philip A. Garcia
 	 	 
	 	 Print Name:  	Philip A. Garcia 	 	 
	 	Title:  	EVP & CFO 	 	 
	 




-7-











 





			
	Sixth
Amendment to Loan Documents
	 	






     THIS SIXTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of December 29, 2008, by
and between ERIE INDEMNITY COMPANY (the “Borrower”), and PNC BANK, NATIONAL ASSOCIATION (the
“Bank”).



BACKGROUND




     A. The Borrower has executed and delivered to the Bank (or a predecessor which is now known by
the Bank’s name as set forth above), one or more promissory notes, letter agreements, loan
agreements, security agreements, mortgages, pledge agreements, collateral assignments,
and other agreements, instruments, certificates and documents, some or all of which are more
fully described on attached Exhibit A, which is made a part of this Amendment (collectively as
amended from time to time, the “Loan Documents”) which evidence or secure some or all of the
Borrower’s obligations to the Bank for one or more loans or other extensions of credit (the
“Obligations”).



     B. The Borrower and the Bank desire to amend the Loan Documents as provided for in this
Amendment.



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



     1. Certain of the Loan Documents are amended as set forth in Exhibit A. Any and all references
to any Loan Document in any other Loan Document shall be deemed to refer to such Loan Document as
amended by this Amendment. This Amendment is deemed incorporated into each of the Loan Documents.
Any initially capitalized terms used in this Amendment without definition shall have the meanings
assigned to those terms in the Loan Documents. To the extent that any term or provision of this
Amendment is or may be inconsistent with any term or provision in any Loan Document, the terms and
provisions of this Amendment shall control.



     2. The Borrower hereby certifies that: (a) all of its representations and warranties in the
Loan Documents, as amended by this Amendment, are, except as may otherwise be stated in this
Amendment: (i) true and correct as of the date of this Amendment, (ii) ratified and confirmed
without condition as if made anew, and (iii) incorporated into this Amendment by reference, (b) no
Event of Default or event which, with the passage of time or the giving of notice or both, would
constitute an Event of Default, exists under any Loan Document which will not be cured by the
execution and effectiveness of this Amendment, (c) no consent, approval, order or authorization of,
or registration or filing with, any third party is required in connection with the execution,
delivery and carrying out of this Amendment or, if required, has been obtained, and (d) this
Amendment has been duly authorized, executed and delivered so that it constitutes the legal, valid
and binding obligation of the Borrower, enforceable in accordance with its terms. The Borrower
confirms that the Obligations remain outstanding without defense, set off, counterclaim, discount
or charge of any kind as of the date of this Amendment.



     3. The Borrower hereby confirms that any collateral for the Obligations, including liens,
security interests, mortgages, and pledges granted by the Borrower or third parties (if
applicable), shall continue unimpaired and in full force and effect, and shall cover and secure all
of the Borrower’s existing and future Obligations to the Bank, as modified by this Amendment.



 









 





     4. As a condition precedent to the effectiveness of this Amendment, the Borrower shall comply
with the terms and conditions (if any) specified in Exhibit A.



     5. To induce the Bank to enter into this Amendment, the Borrower waives and releases and
forever discharges the Bank and its officers, directors, attorneys, agents, and employees from any
liability, damage, claim, loss or expense of any kind that it may have against the Bank or any of
them arising out of or relating to the Obligations. The Borrower further agrees to indemnify
and hold the Bank and its officers, directors, attorneys, agents and employees harmless from any
loss, damage, judgment, liability or expense (including attorneys’ fees) suffered by or rendered
against the Bank or any of them on account of any claims arising out of or relating to the
Obligations. The Borrower further states that it has carefully read the foregoing release and
indemnity, knows the contents thereof and grants the same as its own free act and deed.



     6. This Amendment may be signed in any number of counterpart copies and by the parties to
this Amendment on separate counterparts, but all such copies shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this Amendment by
facsimile transmission shall be effective as delivery of a manually executed counterpart. Any
party so executing this Amendment by facsimile transmission shall promptly deliver a manually
executed counterpart, provided that any failure to do so shall not affect the validity of the
counterpart executed by facsimile transmission.



     7. This Amendment will be binding upon and inure to the benefit of the Borrower and the Bank
and their respective heirs, executors, administrators, successors and assigns.



     8. This Amendment has been delivered to and accepted by the Bank and will be deemed to be
made in the State where the Bank’s office indicated in the Loan Documents is located. This
Amendment will be interpreted and the rights and liabilities of the parties hereto determined in
accordance with the laws of the State where the Bank’s office indicated in the Loan Documents is
located, excluding its conflict of laws rules.



     9. Except as amended hereby, the terms and provisions of the Loan Documents remain unchanged,
are and shall remain in full force and effect unless and until modified or amended in writing in
accordance with their terms, and are hereby ratified and confirmed. Except as expressly provided
herein, this Amendment shall not constitute an amendment, waiver, consent or release with respect
to any provision of any Loan Document, a waiver of any default or Event of Default under any Loan
Document, or a waiver or release of any of the Bank’s rights and remedies (all of which are hereby
reserved). The Borrower expressly ratifies and confirms the waiver of jury trial provisions
contained in the Loan Documents.



     WITNESS the due execution of this Amendment as a document under seal as of the date first
written above.



	 	 	 	 	 	 	 	 	 
	WITNESS / ATTEST:	 	 	 	ERIE INDEMNITY COMPANY
	 
	 	 	 	 	 	 	 	 
	/s/ Donald A. McRae
 


	 	  
	 	By:
	 	/s/ Douglas F. Ziegler
 

	 	 
	Print Name: Donald A. McRae

	 	 	 	 	 	Print Name: DOUGLAS F. ZIEGLER	 	 
	Title:            AVP

	 	 	 	 	 	Title:            Sup, Treasurer & CIO	 	 
	(Include title only if an officer of entity signing to the right)
	 	 	 	 	 






	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ James F. Stevenson
 	 
	 	 	James F. Stevenson 	 
	 	 	Senior Vice President 	 
	 



-2-









 








EXHIBIT A TO

SIXTH AMENDMENT TO LOAN DOCUMENTS

DATED AS OF DECEMBER 29, 2008





	A.	 	The “Loan Documents” that are the subject of this Amendment include the
following (as any of the foregoing have previously been amended, modified or otherwise
supplemented):






	 	1.	 	Loan Agreement, dated January 30, 2008, between the Borrower and
the Bank (the “Loan Agreement”);
	 
	 	2.	 	Second Amended and Restated Committed Line of Credit Note, dated
June 30, 2008, in the original principal amount of $100,000,000.00, made by the
Borrower to the Bank (the “Note”), evidencing a line of credit extended by the
Bank to the Borrower in an amount not to exceed $100,000,000.00 (the “Line of
Credit”); and
	 
	 	3.	 	All other documents, instruments, agreements, and certificates
executed and delivered in connection with the Loan Documents listed in this
Section A.






	B.	 	The Loan Agreement is amended as follows:






	 	1.	 	The second sentence of the first paragraph of Section 1.1 of the
Loan Agreement is hereby amended and restated in its entirety to read as follows:






     “The “Expiration Date” means December 31, 2009, or such later date as
may be designated by the Bank by written notice from the Bank to the
Borrower.”




	 	2.	 	The second sentence of the third paragraph of Section 1.1 of the
Loan Agreement is hereby amended and restated in its entirety to read as follows:






     “In addition, the Borrower shall pay to the Bank a fee (the “Letter of
Credit Commission”), calculated daily (on the basis of a year of 360 days),
equal to the amount available to be drawn at such time under all Letters of
Credit issued under the Line of Credit (including any amounts drawn
thereunder and not reimbursed, regardless of the existence or satisfaction
of any conditions or limitations on drawing) on each day multiplied by one
hundred twelve and one-half (112.5) basis points (1.125%).”




	 	3.	 	Section 8 of the Loan Agreement is hereby amended and restated in
its entirety to read as follows:






     “8. Fees. Beginning on March 31, 2009 and continuing on the last
day of each quarter thereafter until the Expiration Date, the Borrower shall
pay a commitment fee to the Bank, in arrears, at the rate of seventy-five
one-thousandths percent (0.075%) per annum on the average daily balance of
the Line of Credit which is undisbursed and uncancelled during the preceding
quarter. The commitment fee shall be computed on the basis of a year of 360
days and paid on the actual number of days elapsed.”




	C.	 	Restated Note. Concurrently with the execution and delivery of this
Amendment, the Borrower shall execute and deliver to the Bank a Third Amended and
Restated Committed Line of Credit Note (the “Restated Note”), evidencing the Line of
Credit in the principal amount of $100,000,000.00, in form and substance satisfactory to
the Bank. Upon receipt by the Bank of the Restated Note, the original Note shall be
canceled and returned to the Borrower; the Line of Credit and all accrued and unpaid
interest on




 









 






	 	 	the original Note shall thereafter be evidenced by the Restated Note; and all
references to the “Note” evidencing the Line of Credit in any documents relating
thereto shall thereafter be deemed to refer to the Restated Note. Without
duplication, the Restated Note shall not constitute a novation and shall in no way
extinguish the Borrower’s unconditional obligation to repay all indebtedness,
including accrued and unpaid interest, evidenced by the original Note.






	D.	 	Conditions to Effectiveness of Amendment: The Bank’s willingness to
agree to the amendments set forth in this Amendment is subject to the prior
satisfaction of the following conditions:






	 	1.	 	Execution by all parties and delivery to the Bank of this Amendment and the
Restated Note.
	 
	 	2.	 	Payment by the Borrower to the Bank of a renewal fee in the amount
of $40,000.00, in respect of the Line of Credit, on or before the date of this
Amendment.






 











 





Eighth Amendment to Loan Documents




     THIS
EIGHTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of April 21, 2009, by
and between ERIE INDEMNITY COMPANY (the “Borrower”), and PNC BANK, NATIONAL ASSOCIATION (the
“Bank”).



BACKGROUND




     A. The Borrower has executed and delivered to the Bank (or a predecessor which is now known
by the Bank’s name as set forth above), one or more promissory notes, letter agreements, loan
agreements, security agreements, mortgages, pledge agreements, collateral assignments,
and other agreements, instruments, certificates and documents, some or all of which are more
fully described on attached Exhibit A, which is made a part of this Amendment (collectively as
amended from time to time, the “Loan Documents”) which evidence or secure some or all of the
Borrower’s obligations to the Bank for one or more loans or other extensions of credit (the
“Obligations”).



     B. The Borrower and the Bank desire to amend the Loan Documents as provided for in this
Amendment.



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



     1. Certain of the Loan Documents are amended as set forth in Exhibit A. Any and all
references to any Loan Document in any other Loan Document shall be deemed to refer to such Loan
Document as amended by this Amendment. This Amendment is deemed incorporated into each of the
Loan Documents. Any initially capitalized terms used in this Amendment without definition shall
have the meanings assigned to those terms in the Loan Documents. To the extent that any term or
provision of this Amendment is or may be inconsistent with any term or provision in any Loan
Document, the terms and provisions of this Amendment shall control.



     2. The Borrower hereby certifies that: (a) all of its representations and warranties in the
Loan Documents, as amended by this Amendment, are, except as may otherwise be stated in this
Amendment: (i) true and correct as of the date of this Amendment, (ii) ratified and confirmed
without condition as if made anew, and (iii) incorporated into this Amendment by reference, (b) no
Event of Default or event which, with the passage of time or the giving of notice or both, would
constitute an Event of Default, exists under any Loan Document which will not be cured by the
execution and effectiveness of this Amendment, (c) no consent, approval, order or authorization of,
or registration or filing with, any third party is required in connection with the execution,
delivery and carrying out of this Amendment or, if required, has been obtained, and (d) this
Amendment has been duly authorized, executed and delivered so that it constitutes the legal, valid
and binding obligation of the Borrower, enforceable in accordance with its terms. The Borrower
confirms that the Obligations remain outstanding without defense, set off, counterclaim, discount
or charge of any kind as of the date of this Amendment.



     3. The Borrower hereby confirms that any collateral for the Obligations, including liens,
security interests, mortgages, and pledges granted by the Borrower or third parties (if
applicable), shall continue unimpaired and in full force and effect, and shall cover and secure all
of the Borrower’s existing and nature Obligations to the Bank, as modified by this Amendment.



 









 





     4. As a condition precedent to the effectiveness of this Amendment, the Borrower shall
comply with the terms and conditions (if any) specified in Exhibit A.



     5. To induce the Bank to enter into this Amendment, the Borrower waives and releases and
forever discharges the Bank and its officers, directors, attorneys, agents, and employees from
any liability, damage, claim, loss or expense of any kind that it may have against the Bank or
any of them arising out of or relating to the Obligations. The Borrower further agrees to
indemnify and hold the Bank and its officers, directors, attorneys, agents and employees harmless
from any loss, damage, judgment, liability or expense (including attorneys’ fees) suffered by or
rendered against the Bank or any of them on account of any claims arising out of or relating to
the Obligations. The Borrower further states that it has carefully read the foregoing release
and indemnity, knows the contents thereof and grants the same as its own free act and deed.



     6. This Amendment may be signed in any number of counterpart copies and by the parties to
this Amendment on separate counterparts, but all such copies shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this Amendment by
facsimile transmission shall be effective as delivery of a manually executed counterpart. Any
party so executing this Amendment by facsimile transmission shall promptly deliver a manually
executed counterpart, provided that any failure to do so shall not affect the validity of the
counterpart executed by facsimile transmission.



     7. This Amendment will be binding upon and inure to the benefit of the Borrower and the Bank
and their respective heirs, executors, administrators, successors and assigns.



     8. This Amendment has been delivered to and accepted by the Bank and will be deemed to be
made in the State where the Bank’s office indicated in the Loan Documents is located. This
Amendment will be interpreted and the rights and liabilities of the parties hereto determined in
accordance with the laws of the State where the Bank’s office indicated in the Loan Documents is
located, excluding its conflict of laws rules.



     9. Except as amended hereby, the terms and provisions of the Loan Documents remain unchanged,
are and shall remain in full force and effect unless and until modified or amended in writing in
accordance with their terms, and are hereby ratified and confirmed. Except as expressly provided
herein, this Amendment shall not constitute an amendment, waiver, consent or release with respect
to any provision of any Loan Document, a waiver of any default or Event of Default under any Loan
Document, or a waiver or release of any of the Bank’s rights and remedies (all of which are hereby
reserved). The Borrower expressly ratifies and confirms the waiver of jury trial provisions
contained in the Loan Documents.



     WITNESS the due execution of this Amendment as a document under seal as of the date first
written above.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	WITNESS / ATTEST:	 	 	 	ERIE INDEMNITY COMPANY
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	/s/ Penny Hokins	 	 	 	By:	 	/s/ Douglas F. Ziegler	 	(SEAL)
	 	 	 	 	 	 	 	 	 
	Print Name:

	 	Penny Hokins
	 	 	 	 	 	Print Name:
	 	Douglas F. Ziegler	 	 
	Title:

	 	Investment Accountant
	 	 	 	 	 	Title:	 	 	 	 
	(Include
title only if an officer of entity signing to the right)


	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PNC BANK, NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	/s/ James F. Stevenson	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	James F. Stevenson	 	 
	 	 	 	 	 	 	 	 	Senior Vice President	 	 






-2-









 






EXHIBIT A TO

EIGHTH AMENDMENT TO LOAN DOCUMENTS

DATED AS OF APRIL 21, 2009





	A.	 	The “Loan Documents” that are the subject of this Amendment include the following (as any of
the foregoing have previously been amended, modified or otherwise supplemented):






	 	1.	 	Pledge Agreement, dated January 30, 2008, made by the Borrower in favor of the
Bank (the “Pledge Agreement”); and
	 
	 	2.	 	All other documents, instruments, agreements, and certificates executed and
delivered in connection with the Loan Documents listed in this Section A.






	B.	 	The Pledge Agreement is amended as follows:






	 	1.	 	Exhibit A to the Pledge Agreement is hereby amended and restated to
read as set forth in Exhibit B attached to this Amendment.






	C.	 	Conditions to Effectiveness of Amendment: The Bank’s willingness to agree to the amendments
set forth in this Amendment is subject to the prior satisfaction of the following conditions:






	 	1.	 	Execution by all parties and delivery to the Bank of this Amendment.


















 





EXHIBIT B TO

EIGHTH AMENDMENT TO LOAN DOCUMENTS

DATED AS OF APRIL 21, 2009




EXHIBIT A TO PLEDGE AGREEMENT

(UNCERTIFICATED SECURITIES)




With respect to the following account:



	 	 	 
	 	Title of the Securities Account:

	Erie Indemnity Company
	 	Securities Account No.:

	EIRF 2221002
	 	Custodian:

	Mellon Bank, N.A.





The specific assets listed below, which are in the securities account referred to above, are being
pledged as Collateral, and must at all times meet the following criteria: (i) at least
$62,500,000.00 of the Collateral pledged to the Secured Party hereunder must consist of securities
having a rating at all times equal to or greater than “AAA”, (ii) not more than $18,750,000.00 of
the Collateral pledged to the Secured Party hereunder may consist of securities having a rating at
any time equal to “A”, and (iii) the balance of the Collateral pledged to the Secured Party
hereunder must consist of securities having a rating at all times equal to or greater than “AA”. A
specific security will be considered based upon the higher of Moody’s/S&P rating of the underlying
security or the rating provided by the monoline insurer (i.e., AMBAC, MBIA, FSA, FGIC, etc.)
wrapping the specific security itself. If a security has no rating and the wrap would identify it
as less than an “A” rating, such security will be disqualified as Collateral hereunder, and the
Pledgor will be required to provide to the Secured Party additional Collateral in accordance with
Section 4.1 of the Pledge Agreement.



Trading and withdrawals are permitted provided that the above criteria are met, and provided that
the Collateral pledged to the Secured Party at all times meets the minimum market value
requirement set forth in Section 4.1 of this Pledge Agreement.




	 	 	 	 	 	 	 
	Par Value (in millions of dollars)	 	Description of Securities	 	CUSIP #
	 
	 	 	 	 	 	 
	2

	 	Alaska GO

@5% due 08/01/2015
	 	 	011770p73	 
	 
	 	 	 	 	 	 
	3

	 	Alaska Airport

@5% due 10/01/2017
	 	 	 011842pe5	 
	 
	 	 	 	 	 	 
	2.105

	 	Central Puget Snd

@5% due 11/01/2015
	 	 	 15504raj8	 
	 
	 	 	 	 	 	 
	2

	 	Chicago Trans

@5.25% due 06/01/2012
	 	 	 167723bb0	 
	 
	 	 	 	 	 	 
	4

	 	Collier Cty Sch

@5.25% due 02/15/2018
	 	 	 194653jg7	 
	 
	 	 	 	 	 	 
	2

	 	Detroit Sch

@5% due 05/01/2018
	 	 	 251129x72	 
	 
	 	 	 	 	 	 
	2.655

	 	Hillsboro Cty Airport

@5% due 10/01/2011
	 	 	 432308ux0	 






 









 






	 	 	 	 	 	 	 
	Par Value (in millions of dollars)	 	Description of Securities	 	CUSIP #
	 
	 	 	 	 	 	 
	1.390

	 	Alabama Hsg

@4.875% due 10/01/2019
	 	 	 01030rem0	 
	 
	 	 	 	 	 	 
	1

	 	Chicago MidwyArpt

@5.5% due 01/01/2012
	 	 	 167562fr3	 
	 
	 	 	 	 	 	 
	1

	 	Chicago MidwyArpt

@5.5% due 01/01/2013
	 	 	 167562fsl	 
	 
	 	 	 	 	 	 
	2

	 	Indiana Bd Bk

@4.5% due 02/01/2013
	 	 	 4546233m9	 
	 
	 	 	 	 	 	 
	1.45

	 	Joliet Wtr

@5% due 01/01/2015
	 	 	 479790hb6	 
	 
	 	 	 	 	 	 
	1

	 	Kentucky Prop

@5% due 08/01/2013
	 	 	 49151eyz0	 
	 
	 	 	 	 	 	 
	2.805

	 	Ohio Hsg

@4.2% due 09/01/2014
	 	 	 676907kp2	 
	 
	 	 	 	 	 	 
	1

	 	Port Houston

@5% due 10/01/2014
	 	 	 734260g22	 
	 
	 	 	 	 	 	 
	1

	 	Port Houston

@5% due 10/01/2015
	 	 	 734260g30	 
	 
	 	 	 	 	 	 
	2

	 	Port Seattle

@5% due 11/01/2015
	 	 	 735371hz2	 
	 
	 	 	 	 	 	 
	1.035

	 	Bedford, TX

@5% due 02/01/2015
	 	 	 076465ug6	 
	 
	 	 	 	 	 	 
	1

	 	Bedford, TX

@5% due 02/01/2017
	 	 	 076465tt0	 
	 
	 	 	 	 	 	 
	2.065

	 	Cal Hsg

@3.95% due 02/01/2012
	 	 	 13034pba4	 
	 
	 	 	 	 	 	 
	1.93

	 	Chicago O’Hare

@5.5% due 01/01/2014
	 	 	 167592vm3	 
	 
	 	 	 	 	 	 
	1.25

	 	Indiana Hlth

@5% due 05/01/2013
	 	 	 454798qa0	 
	 
	 	 	 	 	 	 
	1

	 	Indianapolis Loc

@5.5% due 01/01/2017
	 	 	 45528smq6	 






 









 






	 	 	 	 	 	 	 
	Par Value (in millions of dollars)	 	Description of Securities	 	CUSIP #
	 
	 	 	 	 	 	 
	2.035

	 	PhillyWtr

@5% due 07/01/2014
	 	 	 717893pf2	 
	 
	 	 	 	 	 	 
	2.19

	 	Pierce Cty SD

@5% due 06/01/2013
	 	 	 720424uv0	 
	 
	 	 	 	 	 	 
	1.83

	 	Pima Sch

@4.625% due 07/01/2013
	 	 	 721799vg6	 
	 
	 	 	 	 	 	 
	2.685

	 	Chip Vly Sch

@5% due 05/01/2012
	 	 	 170016up2	 
	 
	 	 	 	 	 	 
	2

	 	Memphis GO

@5% due 10/01/2015
	 	 	 586145nz3	 
	 
	 	 	 	 	 	 
	2

	 	Minneap Sch

@4.25% due 02/01/2012
	 	 	 603792nr9	 
	 
	 	 	 	 	 	 
	2

	 	NJ Trans

@5.25% due 12/15/2013
	 	 	 6461355d1	 
	 
	 	 	 	 	 	 
	2.17

	 	PaGos

@4% due 02/01/2016
	 	 	 709141g33	 
	 
	 	 	 	 	 	 
	2

	 	PinellasHlth

@4% due 11/15/2011
	 	 	 72316med7	 
	 
	 	 	 	 	 	 
	2.41

	 	Pinellas Hlth

@5% due 11/15/2012
	 	 	 72316mdy2	 
	 
	 	 	 	 	 	 
	2.19

	 	RI Econ Dev

@5% due 07/01/2012
	 	 	 76223pdd4	 
	 
	 	 	 	 	 	 
	3.165

	 	Suffolk Cty

@4% due 02/01/2016
	 	 	 864766n71	 
	 
	 	 	 	 	 	 
	2.1

	 	Trinity Rvr

@5% due 02/01/2014
	 	 	 89657pcv3	 
	 
	 	 	 	 	 	 
	3

	 	Round Rock Sch

@5% due 08/01/2015
	 	 	 7792398f2	 
	 
	 	 	 	 	 	 
	2

	 	Virginia Hsg

@3.90% due 04/01/2012
	 	 	 92812ufg8	 
	 
	 	 	 	 	 	 
	3

	 	Virginia Hsg

@3.65% due 10/01/2012
	 	 	 92812ufz6	 
	 
	 	 	 	 	 	 
	1

	 	Virginia Hsg

@4% due 04/01/2013
	 	 	 92812ufh6	 






 









 






	 	 	 	 	 	 	 
	Par Value (in millions of dollars)	 	Description of Securities	 	CUSIP #
	 
	 	 	 	 	 	 
	2.535

	 	Indiana Ofc Bld

@5% due 07/01/2016
	 	 	 455066kg4	 
	 
	 	 	 	 	 	 
	2.27

	 	Kane & DuPage Ctys

@3.25% due 01/01/2010
	 	 	 483800qr2	 
	 
	 	 	 	 	 	 
	2

	 	Memphis Elec

@5% due 12/01/2015
	 	 	 586158lb1	 
	 
	 	 	 	 	 	 
	2.565

	 	Met DC Airport

@5.25% due 10/01/2014
	 	 	 592646nh2	 
	 
	 	 	 	 	 	 
	4

	 	Michigan Mun Bd Det

@5% due 06/01/2014
	 	 	 59455tgt3	 
	 
	 	 	 	 	 	 
	2

	 	Michigan Trunk

@5% due 09/01/2013
	 	 	 594700cb0	 
	 
	 	 	 	 	 	 
	3

	 	Moon Twnshp Sch

@5% due 11/15/2024
	 	 	615401jg2	 
	 
	 	 	 	 	 	 
	2.41

	 	Nevada Bond Bk

@5% due 12/01/2017
	 	 	 641460p38	 
	 
	 	 	 	 	 	 
	2

	 	New Jersey Econ

@5% due 09/01/2018
	 	 	 6459164y0	 
	 
	 	 	 	 	 	 
	2

	 	NE MD Wst

@5.5% due 04/01/2016
	 	 	 664257ba9	 
	 
	 	 	 	 	 	 
	2

	 	Orange Sch

@5.25% due 08/01/2015
	 	 	 684517dr3	 
	 
	 	 	 	 	 	 
	2

	 	Denton Util

@5% due 12/01/2018
	 	 	 249015vv7	 
	 
	 	 	 	 	 	 
	2

	 	DuPage Cty Sch

@4% due 12/01/2013
	 	 	 263417hs9	 
	 
	 	 	 	 	 	 
	2.2

	 	Joliet Wtr

@5% due 01/01/2016
	 	 	 479790hc4	 
	 
	 	 	 	 	 	 
	2

	 	Kane & DuPage Ctys

@5% due 01/01/2015
	 	 	 483800qwl	 
	 
	 	 	 	 	 	 
	2

	 	NY Thruway

@4.75% due 04/01/2018
	 	 	 650013L37	 






 









 






	 	 	 	 	 	 	 
	Par Value (in millions of dollars)	 	Description of Securities	 	CUSIP #
	 
	 	 	 	 	 	 
	2

	 	Lake Cty Sch

@3.6% due 01/01/2015
	 	 	 509250cb0	 
	 
	 	 	 	 	 	 
	1.5

	 	Los Angeles Hbr

@5% due 08/01/2011
	 	 	 544552pv8	 
	 
	 	 	 	 	 	 
	1.795

	 	NC Medcare

@5% due 10/01/2018
	 	 	 65820pcf0	 
	 
	 	 	 	 	 	 
	2.24

	 	Port Auth NY/NJ

@4% due 10/01/2010
	 	 	 73358tly5	 
	 
	 	 	 	 	 	 
	2

	 	Virginia Ports

@5% due 07/01/2019
	 	 	 928075cj7	 
	 
	 	 	 	 	 	 
	1.28

	 	Univ KS Hosp.

@5% due 09/01/2011
	 	 	 914367bt3	 
	 
	 	 	 	 	 	 
	TOTAL at par

	 	 	 		$126,255,000.00	 
	 

	 	 	 	 	 	 






 











 





	 	 	 
	Ninth
Amendment to Loan Documents

	 	






     THIS NINTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of June 29, 2009, by and
between ERIE INDEMNITY COMPANY (the “Borrower”), and PNC BANK, NATIONAL ASSOCIATION (the “Bank”).



BACKGROUND




     A. The Borrower has executed and delivered to the Bank (or a predecessor which is now known by
the Bank’s name as set forth above), one or more promissory notes, letter agreements, loan
agreements, security
agreements, mortgages, pledge agreements, collateral assignments, and other
agreements, instruments,
certificates and documents, some or all of which are more fully described on attached Exhibit
A, which is made a
part of this Amendment (collectively as amended from time to time, the “Loan Documents”) which
evidence or
secure some or all of the Borrower’s obligations to the Bank for one or more loans or other
extensions of credit
(the “Obligations”).



     B. The
Borrower and the Bank desire to amend the Loan Documents as provided for in this
Amendment.



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



     1. Certain of the Loan Documents are amended as set forth in Exhibit A. Any and all references
to
any Loan Document in any other Loan Document shall be deemed to refer to such Loan Document as
amended
by this Amendment. This Amendment is deemed incorporated into each of the Loan Documents.
Any initially
capitalized terms used in this Amendment without definition shall have the meanings assigned
to those terms in
the Loan Documents. To the extent that any term or provision of this Amendment is or may be
inconsistent with
any term or provision in any Loan Document, the terms and provisions of this Amendment shall
control.



     2. The Borrower hereby certifies that: (a) all of its representations and warranties in the
Loan
Documents, as amended by this Amendment, are, except as may otherwise be stated in this
Amendment: (i) true
and correct as of the date of this Amendment, (ii) ratified and confirmed without condition as
if made anew, and
(iii) incorporated into this Amendment by reference, (b) no Event of Default or event which,
with the passage of
time or the giving of notice or both, would constitute an Event of Default, exists under any
Loan Document
which will not be cured by the execution and effectiveness of this Amendment, (c) no consent,
approval, order or
authorization of, or registration or filing with, any third party is required in connection
with the execution,
delivery and carrying out of this Amendment or, if required, has been obtained, and (d) this
Amendment has been
duly authorized, executed and delivered so that it constitutes the legal, valid and binding
obligation of the
Borrower, enforceable in accordance with its terms. The Borrower confirms that the
Obligations remain
outstanding without defense, set off, counterclaim, discount or charge of any kind as of the
date of this
Amendment.



     3. The Borrower hereby confirms that any collateral for the Obligations, including liens,
security
interests, mortgages, and pledges granted by the Borrower or third parties (if applicable),
shall continue
unimpaired and in full force and effect, and shall cover and secure all of the Borrower’s
existing and future
Obligations to the Bank, as modified by this Amendment.



 









 





     4. As a condition precedent to the effectiveness of this Amendment, the Borrower shall comply
with the terms and conditions (if any) specified in Exhibit A.



     5. To induce the Bank to enter into this Amendment, the Borrower waives and releases and
forever
discharges the Bank and its officers, directors, attorneys, agents, and employees from any
liability, damage,
claim, loss or expense of any kind that it may have against the Bank or any of them arising
out of or relating to
the Obligations. The Borrower further agrees to indemnify and hold the Bank and its
officers, directors,
attorneys, agents and employees harmless from any loss, damage, judgment, liability or expense
(including
attorneys’ fees) suffered by or rendered against the Bank or any of them on account of any
claims arising out of
or relating to the Obligations. The Borrower further states that it has carefully read the
foregoing release and
indemnity, knows the contents thereof and grants the same as its own free act and deed.



     6. This Amendment may be signed in any number of counterpart copies and by the parties to this
Amendment on separate counterparts, but all such copies shall constitute one and the same
instrument. Delivery
of an executed counterpart of a signature page to this Amendment by facsimile transmission
shall be effective as
delivery of a manually executed counterpart. Any party so executing this Amendment by
facsimile transmission
shall promptly deliver a manually executed counterpart, provided that any failure to do so
shall not affect the
validity of the counterpart executed by facsimile transmission.



     7. This Amendment will be binding upon and inure to the benefit of the Borrower and the Bank
and their respective heirs, executors, administrators, successors and assigns.



     8. This Amendment has been delivered to and accepted by the Bank and will be deemed to be made
in the State where the Bank’s office indicated in the Loan Documents is located. This
Amendment will be
interpreted and the rights and liabilities of the parties hereto determined in accordance with
the laws of the State
where the Bank’s office indicated in the Loan Documents is located, excluding its conflict of
laws rules.



     9. Except as amended hereby, the terms and provisions of the Loan Documents remain unchanged,
are and shall remain in full force and effect unless and until modified or amended in writing
in accordance with
their terms, and are hereby ratified and confirmed. Except as expressly provided herein, this
Amendment shall
not constitute an amendment, waiver, consent or release with respect to any provision of any
Loan Document, a
waiver of any default or Event of Default under any Loan Document, or a waiver or release of
any of the Bank’s
rights and remedies (all of which are hereby reserved). The Borrower expressly ratifies and
confirms the
waiver of jury trial provisions contained in the Loan Documents.



     WITNESS the due execution of this Amendment as a document under seal as of the date first
written above.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	WITNESS / ATTEST:	 	 	 	ERIE INDEMNITY COMPANY	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	/s/ Donald A. McRae	 	 	 	By:	 	/s/ Douglas F. Ziegler	 	 
	 	 	 	 	 	 	 	 	 
	Print Name:

	 	Donald A. McRae
	 	 	 	 	 	Print Name:
	 	Douglas F. Ziegler	 	 
	Title:

	 	Assistant Vice President
	 	 	 	 	 	Title:
	 	Senior Vice President & Treasurer	 	 
	(Include title only if
an officer of
entity signing to the right)	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 
	 	



PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/
James F. Stevenson
 	 
	 	 	James F. Stevenson 	 
	 	 	Senior Vice President 	 



-2-









 







EXHIBIT A TO

NINTH AMENDMENT TO LOAN DOCUMENTS

DATED AS OF JUNE 29, 2009





	A.	 	The “Loan Documents” that are the subject of this Amendment include the following (as any of
the foregoing have previously been amended, modified or otherwise supplemented):






	 	1.	 	Loan Agreement, dated January 30, 2008, between the Borrower and the Bank (the
“Loan Agreement”); and
	 
	 	2.	 	All other documents, instruments, agreements, and certificates executed and
delivered in connection with the Loan Documents listed in this Section A.






	B.	 	The Loan Agreement is amended as follows:






	 	1.	 	Section (1) as set forth in the Continuation of Addendum to the Agreement is hereby
amended and restated in its entirety to read as follows:






“(1) Beginning June 30, 2009, the Borrower will maintain at all times a minimum
consolidated net worth of $579,875,000.00, to be increased on the last day of each
fiscal quarter thereafter by an amount equal to 50% of the Borrower’s cumulative
positive net income for the fiscal quarter then ending.”




	C.	 	Conditions to Effectiveness of Amendment: The Bank’s willingness to agree to the amendments
set forth in this Amendment is subject to the prior satisfaction of the following conditions:






	 	1.	 	Execution by all parties and delivery to the Bank of this Amendment.
	 
	 	2.	 	Payment by the Borrower to the Bank of an amendment fee of $20,000.00.