ARMOUR REINSURANCE GROUP LIMITED September 11, 2008
EXHIBIT
10
ARMOUR
REINSURANCE GROUP LIMITED
September
11, 2008
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 (as amended, modified or supplemented from time
to time, the “Purchase Agreement”), dated as of March 28, 2008, between Armour
Reinsurance Group Limited (“Armour Re”) and PMA Capital Corporation (“PMA”),
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 December 15, 2008 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:
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/s/ Xxxxxxx
Xxxxxxxx
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Name:
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Xxxxxxx
Xxxxxxxx
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Title:
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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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