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Exhibit 10.44
SEVENTH AMENDMENT OF OFFICE
LEASE
This Amendment (this " Amendment ") is
made and entered into as of January 25, 2007, by and between
NINE PENN CENTER ASSOCIATES, L.P. ,
a Pennsylvania limited partnership (" Landlord ") and
PMA CAPITAL INSURANCE COMPANY ("
Tenant ").
BACKGROUND
A. Pursuant to that
certain Office Lease between Landlord and Lorjo Corp. (the "
Original Lessee ") dated as of May 26, 1994, as amended by
that certain First Amendment of Office Lease dated October 30,
1996, by that certain Second Amendment of Office Lease dated as of
December 1, 1998, by that certain Assignment and Assumption of
Lease and Consent dated as of December 29, 2000, by that certain
Third Amendment of Office Lease dated as of May 16, 2001, by that
certain Fourth Amendment of Office Lease dated as of July 2, 2003,
by that certain Fifth Amendment of Office Lease dated as of April
30, 2004 and by that certain Sixth Amendment of Office Lease dated
as of June 14, 2004 (as so amended, the " Lease "), Landlord
leases to Tenant certain premises (the " Premises ") agreed
to contain (i) 22,651 Rentable Square Feet, comprising the entire
rentable area of the 30 th floor of the Building, and
(ii) 4,384 Rentable Square Feet of space on the P-2 level (the "
P-2 Space ") used solely for storage, mail handling and
other administrative functions (which P-2 Space is not included in
the Rentable Area of the Premises for purposes of computing any
allowances payable by Landlord), in the building presently known as
Mellon Bank Center, located at 1735 Market Street in Philadelphia,
Pennsylvania (the " Building ").
B. Pursuant to the
aforesaid Assignment and Assumption of Lease and Consent dated as
of December 29, 2000, the Original Lessee assigned to Tenant, which
assumed, all of the Original Lessee’s right, title and
interest as tenant under the Lease.
C. Landlord and
Tenant now desire to further amend the Lease as hereinafter set
forth.
AGREEMENTS
NOW, THEREFORE, intending to be legally bound
hereby and in exchange for good, valuable and sufficient
consideration received, Landlord and Tenant agree that the Lease is
hereby amended as follows:
1. Background;
Definitions . The Background of this
Amendment, above, is hereby incorporated within and agreed to form
a part of the agreements contained in this Amendment. All terms
defined in the Lease and not otherwise defined in this Amendment
shall have the respective meanings ascribed to them in the Lease
when used in this Amendment.
2. Reduction of
Premises . Effective as of the earlier
to occur of (a) the date on which Tenant completes Vacation
(defined in Section 3 hereof) or (b) January 31, 2007 (the "
Effective Date "), the Premises shall be permanently reduced
by the elimination therefrom of the P-2 Space, and the Lease is
amended to define the term " Premises " to mean solely the
22,651 Rentable Square Feet comprising the entire rentable area of
the 30 th floor of the Building.
3. Vacation of P-2
Space; Holdover . Tenant,
Tenant’s sublessees and licensees, and all other persons and
entities claiming by, through and under Tenant shall vacate the P-2
Space, removing all goods and effects therefrom and leaving same
vacant, broom clean, and otherwise in the condition in which the
P-2 Space is required to be left at the end of the Term, at
Tenant’s sole expense, on or before the Effective Date ("
Vacation "). In the event that Tenant shall fail to complete
Vacation on or before the Effective Date, then such continued
occupancy shall (without limiting any of Landlord's rights or
remedies concerning an Event of Default) constitute a tenancy at
sufferance from month to month at a minimum monthly rent equal to
two (2) times the total of the Minimum Rent payable for the P-2
Space for the month of the December, 2006 and, in addition thereto,
Tenant shall pay to Landlord (a) all other Rent falling due during
the holdover period (without increase), as if the Term had been
extended, plus (b) an amount equal to all damages, consequential as
well as direct, sustained by Landlord by reason of Tenant's
retention of possession of the P-2 Space. Neither Landlord's demand
nor Landlord's receipt of the aforesaid compensation for use and
occupancy shall be deemed to provide Tenant with any ri
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