Attached files
| file | filename |
|---|---|
| EX-31.1 - EXHIBIT 31.1 - PMA CAPITAL CORP | ex31-1.htm |
| EX-32.2 - EXHIBIT 32.2 - PMA CAPITAL CORP | ex32-2.htm |
| EX-32.1 - EXHIBIT 32.1 - PMA CAPITAL CORP | ex32-1.htm |
| EX-31.2 - EXHIBIT 31.2 - PMA CAPITAL CORP | ex31-2.htm |
| 10-Q - PMA CAPITAL CORPORATION FORM 10-Q - PMA CAPITAL CORP | pma10q.htm |
EXHIBIT
2
October
30, 2009
William
E. Hitselberger
Executive
Vice President, Chief Financial Officer
PMA
Capital Corporation
380
Sentry Parkway
Blue
Bell, Pennsylvania 19422
Dear Mr.
Hitselberger:
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 through the date hereof (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 December 31, 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
|
|
|
By: /s/ Pauline
Richards
|
|
|
Name:
Pauline Richards
|
|
|
Title: Chief
Operating Officer
|
Accepted
and Agreed as of the date first written above:
PMA
CAPITAL CORPORATION
|
By:
|
/s/ William E.
Hitselberger
|
|
Name:
|
William
E. Hitselberger
|
|
Title:
|
Executive
Vice President and
|
|
Chief
Financial Officer
|
|
|
cc:
|
Senior
Vice President and General Counsel
|
|
PMA
Capital Corporation
|
|
|
380
Sentry Parkway
|
|
|
Blue
Bell, Pennsylvania 19422
|
|
|
Sean
Keyvan
|
|
|
Sidley
Austin LLP
|
|
|
One
South Dearborn Street
|
|
|
Chicago,
Illinois 60603
|