ARMOUR REINSURANCE GROUP LIMITED
EXHIBIT
2
ARMOUR
REINSURANCE GROUP LIMITED
March 27,
2009
Xxxxxxx
X. Xxxxxxxxxxxx
Executive
Vice President, Chief Financial Officer
PMA
Capital Corporation
000
Xxxxxx Xxxxxxx
Xxxx
Xxxx, Xxxxxxxxxxxx 00000
Dear Xx.
Xxxxxxxxxxxx:
Reference
is hereby made to that certain Stock Purchase Agreement, dated as of March 28,
2008, between Armour Reinsurance Group Limited (“Armour Re”) and PMA Capital
Corporation (“PMA”), as amended by that certain Letter Agreement, dated as of
December 12, 2008, between Armour Re and PMA (as amended, modified or
supplemented from time to time, the “Purchase Agreement”), providing for the
sale by PMA to Armour Re of the Shares (as defined in the Purchase Agreement),
which represent ownership interests in certain of PMA’s
subsidiaries. Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to them in the Purchase Agreement.
The
undersigned, being all of the parties to the Purchase Agreement, hereby agree to
amend and restate Section 11.1.4 of the Purchase Agreement in its entirety as
follows:
by either
party, if the Closing has not occurred prior to June 30, 2009 or such later date
as the parties may mutually agree; provided that no
party may terminate this Agreement if the Closing has not occurred by reason of,
or as a result of, such party’s failure to take any action required to fulfill
any of its obligations hereunder.
Except as
expressly amended hereby, the Purchase Agreement, as amended by this letter
agreement, shall continue to be and shall remain in full force and effect in
accordance with its terms. This letter agreement shall not constitute
an amendment or waiver of any provision of the Purchase Agreement except as
expressly set forth herein. In the event of any inconsistency between
this letter agreement and the Purchase Agreement, with respect to matters
set forth herein, this letter agreement shall take precedence.
This
letter agreement shall be governed by and construed in accordance with the laws
of the Commonwealth of Pennsylvania applicable to agreements made and to be
performed entirely within such Commonwealth without giving effect to the
conflicts of law principles of such Commonwealth.
This
letter agreement may be executed in any number of counterparts, and by the
parties on separate counterparts. Each counterpart shall constitute
an original of this letter agreement, but all such counterparts shall together
constitute one and the same instrument.
If the
foregoing accurately sets forth our agreement and understanding, please so
indicate by countersigning and dating a copy of this letter agreement and
returning it to the undersigned. Upon such countersignature and
delivery, this letter agreement shall become effective as of the date first
written above.
ARMOUR
REINSURANCE GROUP LIMITED
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By: | /s/ Xxxxxxx Xxxxxxxx | |||||
Name:
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Xxxxxxx Xxxxxxxx | |||||
Title: | Chief Operating Officer | |||||
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Accepted
and Agreed as of the date first written above:
PMA
CAPITAL CORPORATION
By:
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/s/ Xxxxxxx X.
Xxxxxxxxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxxxxxxx
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Title:
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Executive
Vice President and
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Chief
Financial Officer
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cc:
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Senior
Vice President and General Counsel
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PMA
Capital Corporation
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000
Xxxxxx Xxxxxxx
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Xxxx
Xxxx, Xxxxxxxxxxxx 00000
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Xxxx
Xxxxxx
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Xxxxxx
Xxxxxx LLP
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Xxx
Xxxxx Xxxxxxxx Xxxxxx
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Xxxxxxx,
Xxxxxxxx 00000
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