200,000,000.00 REVOLVING CREDIT FACILITY CREDIT AGREEMENT by and among THE BORROWER PARTY HERETO and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and JPMORGAN CHASE BANK, N.A., as Co- Syndication Agent, and...Credit Agreement • October 29th, 2009 • Erie Indemnity Co • Insurance agents, brokers & service
THIS CREDIT AGREEMENT (as hereafter amended, restated, modified or supplemented from time to time, this “Agreement”) is dated as of September 30, 2009 and is made by and among the BORROWER (as hereinafter defined), the LENDERS (as hereinafter defined), BANK OF AMERICA, N.A., in its capacity as co-syndication agent for the Lenders under this Agreement, JPMORGAN CHASE BANK, N.A., in its capacity as co-syndication agent for the Lenders under this Agreement (each a “Co-Syndication Agent” and hereinafter collectively referred to in such capacity as the “Co-Syndication Agents”), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).
REVOLVING CREDIT NOTERevolving Credit Note • October 29th, 2009 • Erie Indemnity Co • Insurance agents, brokers & service
FOR VALUE RECEIVED, the undersigned, Erie Insurance Exchange, a reciprocal or inter-insurance exchange domiciled in the Commonwealth of Pennsylvania, acting by and through Erie Indemnity Company, a Pennsylvania corporation, its attorney-in-fact (the “Borrower”), hereby promises to pay to the order of Bank of America, N.A. (“BOA”), the lesser of (i) the principal sum of Thirty-Five Million and 00/100 Dollars ($35,000,000.00) or (ii) the aggregate unpaid principal balance of all Revolving Credit Loans made by BOA to the Borrower pursuant to Section 2.1.1 [Revolving Credit Loans] of the Credit Agreement, dated of even date herewith (as may be amended, modified, supplemented or restated from time to time, the “Credit Agreement”), by and among the Borrower, the Lenders party thereto, and PNC Bank, National Association, as administrative agent for the Lenders (the “Administrative Agent”), payable on the Expiration Date or as otherwise provided in the Credit Agreement. All capitalized terms u
Pledge Agreement (Stocks, Bonds and Commercial Paper)Pledge Agreement • October 29th, 2009 • Erie Indemnity Co • Insurance agents, brokers & service • Pennsylvania
THIS PLEDGE AGREEMENT, dated as of this 30th day of September, 2009 (the “Pledge Agreement”), is made by ERIE INDEMNITY COMPANY AS ATTORNEY IN FACT FOR ERIE INSURANCE EXCHANGE (the “Pledgor”), with an address at 100 Erie Insurance Place, Erie, Pennsylvania 16530, in favor of PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative agent for itself and certain other Lenders (as hereinafter defined) (in such capacity, the “Secured Party”), with an address at 901 State Street, P.O. Box 8480, Erie, Pennsylvania 16553 (“Pledge Agreement”).
Notification and Control Agreement (Trust, Custody or Brokerage Accounts)Control Agreement • October 29th, 2009 • Erie Indemnity Co • Insurance agents, brokers & service
THIS NOTIFICATION AND CONTROL AGREEMENT (the “Agreement”) is made this 30th day of September, 2009, by and among ERIE INDEMNITY COMPANY AS ATTORNEY IN FACT FOR ERIE INSURANCE EXCHANGE (the “Pledgor”), THE BANK OF NEW YORK MELLON, in its capacity as custodian (the “Custodian”) and PNC BANK, NATIONAL ASSOCIATION, with an office at One PNC Plaza, 249 Fifth Avenue, Pennsylvania 15222, in its capacity as administrative agent for itself and certain other lenders (the “Secured Party”).
SWING NOTESwing Note • October 29th, 2009 • Erie Indemnity Co • Insurance agents, brokers & service
FOR VALUE RECEIVED, the undersigned, Erie Insurance Exchange, a reciprocal or inter-insurance exchange domiciled in the Commonwealth of Pennsylvania, acting by and through Erie Indemnity Company, a Pennsylvania corporation, its attorney-in-fact (the “Borrower”), hereby promises to pay to the order of PNC Bank, National Association (“PNC Bank”) the lesser of (i) the principal sum of Twenty-Five Million and 00/100 Dollars ($25,000,000.00) or (ii) the aggregate unpaid principal balance of all Swing Loans made by the Bank to the Borrower pursuant to Section 2.1.2 [Swing Loan Commitment] of the Credit Agreement dated of even date herewith (as may be amended, modified, supplemented or restated from time to time, the “Credit Agreement”), by and among the Borrower, the Lenders party thereto and PNC Bank, as administrative agent for the Lenders (the “Administrative Agent”), payable in accordance with the terms of the Credit Agreement. All capitalized terms used herein shall, unless otherwise de
