PURCHASE AGREEMENTPurchase Agreement • November 21st, 2008 • Erie Indemnity Co • Insurance agents, brokers & service • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 14, 2008 by and among Hagen Family Limited Partnership (“Purchaser”), on the one hand, and Abrams Capital Partners I, L.P., Abrams Capital Partners II, L.P., Whitecrest Partners, L.P., and Abrams Capital International, Ltd., on the other hand. Capitalized terms used herein without definition shall have their meanings set forth in Section 6.01.
Amended and Restated Notification and Control Agreement (Trust, Custody or Brokerage Accounts)Notification and Control Agreement • November 21st, 2008 • Erie Indemnity Co • Insurance agents, brokers & service
THIS AMENDED AND RESTATED NOTIFICATION AND CONTROL AGREEMENT (the “Agreement”) is made this 19th day of November, 2008, by and among HAGEN FAMILY LIMITED PARTNERSHIP (the “Pledgor”), PNC BANK, NATIONAL ASSOCIATION, in its capacity as custodian (the “Custodian”) and PNC BANK, NATIONAL ASSOCIATION, with an office at 901 State Street, Erie, PA 16501, in its capacity as secured party (the “Secured Party”). This Agreement amends and restates and replaces the existing Notification and Control Agreement dated June 25, 2007 among the parties hereto.
Amended and Restated Pledge Agreement (Stocks, Bonds and Commercial Paper)Pledge Agreement • November 21st, 2008 • Erie Indemnity Co • Insurance agents, brokers & service
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (“Pledge Agreement”), dated as of this 19th day of November, 2008, is made by HAGEN FAMILY LIMITED PARTNERSHIP (the “Pledgor”), with an address at 5727 Grubb Road, Erie, PA 16506, in favor of PNC BANK, NATIONAL ASSOCIATION (the “Secured Party”), with an address at 901 State Street, Erie, PA 16501, and amends and restates in its entirety that certain Pledge Agreement dated as of June 25, 2007 (the “Existing Pledge Agreement”). This Amended and Restated Pledge Agreement amends and restates and continues the liens and security interests created under the Existing Pledge Agreement, and the execution and delivery of this Amended and Restated Pledge Agreement shall not affect the perfection or priority of the liens and security interests created under the Existing Pledge Agreement.
Amended and Restated Committed Non-Revolving Line of Credit Note $20,000,000.00 November 19, 2008Non-Revolving Line of Credit Note • November 21st, 2008 • Erie Indemnity Co • Insurance agents, brokers & service
FOR VALUE RECEIVED, HAGEN FAMILY LIMITED PARTNERSHIP (the “Borrower”), with an address at 5727 Grubb Road, Erie, PA 16506, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), at 901 State Street, Erie, PA 16501, or at such other location as the Bank may designate from time to time, the principal sum of TWENTY MILLION AND 00/100 DOLLARS ($20,000,000.00) or so much thereof as may be disbursed to or for the account of the Borrower, with interest from the date of disbursement on the unpaid balance until payment in full, as provided below:
