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ERIE INDEMNITY COMPANY

(ERIE)
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ERIE INDEMNITY CO : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

11/04/2021 | 03:31pm EST

Item 1.01 Entry into a Material Definitive Agreement.


On October 29, 2021, Erie Indemnity Company (the "Company," "we," "us" or "our")
entered into a Credit Agreement with PNC Bank, National Association ("PNC"), as
Administrative Agent for itself and various other financial institutions from
time to time party thereto as Lenders (the "Credit Agreement"), to provide for,
among other things, revolving credit loans to the Company in an aggregate
principal amount of up to $100 million, including up to $25 million for
issuances of letters of credit (collectively, the "Revolving Credit Facility")
(all capitalized terms used but not defined in this Current Report on Form 8-K
shall have the respective meanings ascribed to them in the Credit Agreement, a
copy of which is filed herewith as an exhibit). The Company's obligations under
the Credit Agreement are secured pursuant to the terms of a Pledge Agreement
also dated October 29, 2021 between the Company and PNC (the "Pledge
Agreement"). The Revolving Credit Facility replaced our existing $100 million
credit facility with JPMorgan Chase Bank, National Association ("JPM"), as
Administrative Agent for itself, PNC and various other financial institutions
from time to time party thereto as Lenders, as amended, (the "Existing JPM Line
of Credit") and is available for working capital, other general corporate
purposes and to refinance the Existing JPM Line of Credit. We did not borrow any
funds under the Revolving Credit Facility at closing.

The Revolving Credit Facility bears interest, at our option, at a rate based on
the Bloomberg Short-Term Bank Yield Index ("BSBY") Rate or the Base Rate
(defined as the highest of (a) the Overnight Bank Funding Rate plus 0.5%, (b)
the Administrative Agent's Prime Rate, and (c) the Daily BSBY Floating Rate plus
1.00%), plus an Applicable Margin that increases in the event the ratio
(expressed as a percentage) of our consolidated indebtedness to our total
capital (our "Indebtedness to Capitalization Ratio") exceeds certain thresholds.
Based upon our current Indebtedness to Capitalization Ratio, we would pay a
variable rate of interest of either the BSBY Rate plus a margin of 0.5% or the
Base Rate without an additional margin on any outstanding balance and a
quarterly commitment fee of 0.08% on any unused portion of the Revolving Credit
Facility.

The Credit Agreement expires October 29, 2026, and contains restrictive
covenants, which include limitations on: incurring indebtedness, liens and
encumbrances; making of guarantees; investments; dividends and distributions;
liquidations, mergers, consolidations and acquisitions; dispositions of assets
or subsidiaries; certain transactions with affiliates; material changes in our
business; changes to our fiscal year; issuance of capital stock; and changes to
our organizational documents or to the agreements by which we are appointed to
act as Attorney-in-Fact for the Erie Insurance Exchange (the "Exchange"). The
Credit Agreement also contains certain financial covenants pertaining to our
Indebtedness to Capitalization Ratio. The foregoing summary of the Credit
Agreement and the Pledge Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the agreements which
are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on
Form 8-K and are incorporated herein by reference.


Item 1.02 Termination of a Material Definitive Agreement.

The disclosure provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02.


On October 29, 2021, in connection with the Revolving Credit Facility described
in Item 1.01, the Company terminated the Existing JPM Line of Credit which was
entered into on November 3, 2011 and had a current maturity date of October 30,
2023. Under the terms of the Existing JPM Line of Credit, we paid a variable
rate of interest and a commitment fee which, at termination, was LIBO Rate plus
a margin of 0.5% on the outstanding balance and an annual commitment fee of
0.08% on the unused capacity. The Existing JPM Line of Credit contained
restrictive covenants, which included limitations on: incurring indebtedness,
liens and encumbrances; making of guarantees, loans or other advances; mergers,
acquisitions and transfers of assets; and changes in business, management and
ownership. The Existing JPM Line of Credit also contained certain financial
covenants pertaining to our Indebtedness to Capitalization Ratio.


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.


The Revolving Credit Facility contains standard provisions relating to default
and acceleration of our payment obligations upon the occurrence of an Event of
Default including, among other things: the failure to pay principal, interest,
fees or other amounts when due; cross-default with other indebtedness; failure
to comply with specified agreements, covenants or obligations; the making of any
materially misleading or untrue representation, warranty or certification;
commencement of bankruptcy or other insolvency proceedings by or against us;
entry of one or more judgments against us that exceed $50 million either
individually or in the aggregate; the failure to pay amounts due to the PBGC or
a Plan under Title IV of ERISA; changes in control with respect to the
composition of our board of directors; and ceasing to act as Attorney-in-Fact
for the Exchange without the prior written consent of the Administrative Agent.
Subsequent to an Event of Default all outstanding amounts owed to any Lender
shall bear interest at 2.0% over the rate of interest applicable under the Base
Rate pricing option, and letter of credit fees shall be 2.0% above the rate
otherwise applicable to letters of credit until such time as the Event of
Default has been cured or waived.

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Item 9.01 Financial Statements and Exhibits.


Exhibit 10.1 Credit Agreement among PNC Bank, National Association, as
Administrative Agent; the Lenders named therein; and Erie Indemnity Company,
dated October 29, 2021.
Exhibit 10.2 Pledge Agreement made by Erie Indemnity Company in favor of PNC
Bank, National Association, as administrative agent, for itself and certain
other Lenders, dated October 29, 2021.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)


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                                 Exhibit Index

Exhibit No.                 Description

10.1                          Credit Agreement among PNC Bank, National

Association, as Administrative Agent;

                            the Lenders named therein; and Erie Indemnity Company, dated October 29, 2021
10.2                          Pledge Agreement made by Erie Indemnity 

Company in favor of PNC Bank, National

                            Association, as administrative agent, for 

itself and certain other Lenders, dated

                            October 29, 2021
104                         Cover Page Interactive Data File (embedded 

within the Inline XBRL document)

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