exv10w127






Exhibit 10.127




     Eleventh Amendment to Loan Documents between Erie Indemnity Company and PNC Bank, National
Association dated July 20, 2010.



 









 






			
	Eleventh Amendment to Loan Documents
	 	






     THIS
ELEVENTH AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of July 20, 2010, 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	 
	 
	By: 	 /s/ Robert W. McNutt	 	By: 	 /s/ Douglas F. Ziegler 	(SEAL) 
	 	Print Name: Robert W. McNutt	 	 	Print Name: Douglas F. Ziegler	 
	 	Title:	 Assistant Treasurer	 	 	Title:	 Sr. VP, Treasurer & Chief Investment Officer	 
	 	(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	 






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EXHIBIT A TO

ELEVENTH AMENDMENT TO LOAN DOCUMENTS

DATED AS OF JULY 20, 2010





	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 with the fiscal quarter ending September 30, 2010, the Borrower will maintain at all
times a minimum consolidated net worth of $600,000,000.00, to be measured quarterly.”






	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 in the amount of $5,000.00, on or before
the date of this Amendment.