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Exhibit 10.2(b)
FIRST AMENDMENT
FIRST AMENDMENT(this "Amendment"), dated as of March __, 1998,
among Chicago Title and Trust Company (the "Company"), the lenders listed on
the signature pages hereof (the "Lenders") and The Chase Manhattan Bank, as
administrative agent (in such capacity, the "Administrative Agent"). All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided for such terms in the Credit Agreement referred to
below.
W I T N E S S E T H:
WHEREAS, the Company, the Lenders and the Administrative Agent are
parties to a Credit Agreement, dated as of March 29, 1996 (the "Credit
Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided;
NOW, THEREFORE it is agreed:
I. AMENDMENTS
1. Section 8.1 of the Credit Agreement is hereby amended by deleting
the words "(with sufficient copies for the Lenders)" and by adding the following
in lieu thereof:
"and to each of the Lenders".
2. Section 8.16 of the Credit Agreement is hereby amended by adding
the following provision after the word "conducted":
", provided that in connection with the spin-off of the Company by
Alleghany Corporation, the Company's asset management business may
be transferred to Alleghany Corporation or one of its Subsidiaries".
3. Section 10.1.6 of the Credit Agreement is hereby amended
(effective with the spin-off of the Company by Alleghany Corporation) by
deleting it in its entirety and by inserting in lieu thereof the following:
"SECTION 10.1.6 Change of Control. (i) Chicago Title Corporation
shall cease to own 100% of the Company's capital stock; or (ii) any
Person or "group" (within the meaning of Rule 13d-5 of the
Securities Exchange Act of 1934, as in effect on the date hereof)
other than the Xxxxx Family shall (A) have acquired beneficial
ownership of 20% or more on a fully diluted basis of the economic
and voting interest in Chicago Title Corporation's capital stock or
(B) have obtained the power (whether or not exercised) to elect a
majority of Chicago Title Corporation's directors."
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4. Section 1.1 of the Credit Agreement is hereby amended by
inserting, in alphabetical order, the following:
"Chicago Title Corporation shall mean Chicago Title Corporation, a
publicly traded company incorporated under the laws of Delaware."
"Xxxxx Family shall mean X.X. Xxxxx, Xxxxx X. Xxxxx, Xx., Xxxxx
Xxxxx Xxxxxxxxxx and any of the beneficiaries of, or trusts set up
by, the estate of Xxx Xxxxx Xxxxx."
II. MISCELLANEOUS PROVISIONS
1. In order to induce the Administrative Agent and the Lenders to
enter into this Amendment, the Company hereby represents and warrants that (x)
no Event of Default exists on the Amendment Effective Date, both before and
after giving effect to this Amendment and (y) all of the representations and
warranties contained in the Credit Agreement and other Loan Documents shall be
true and correct in all material respects on the Amendment Effective Date, both
before and after giving effect to this Amendment with the same effect as though
such representations and warranties had been made on and as of the Amendment
Effective Date (it being understood that any representation or warranty made as
of a specific date shall be true and correct in all material respects as of such
date).
2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Loan Document.
3. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Company and the Administrative Agent.
4. This Amendment and the rights and obligations of the parties
thereunder shall be construed in accordance with and governed by the law of the
State of New York.
5. This Amendment shall become effective on the date (the "Amendment
Effective Date") when each of the Company, the Required Lenders and the
Administrative Agent shall have signed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of facsimile)
the same to the Administrative Agent in accordance with Section 12.2 of the
Credit Agreement.
6. The Company covenants that on the Amendment Effective Date and
immediately after giving effect to the spin-off of the Company by Alleghany
Corporation, the Company shall cause Chicago Title Corporation to deliver to the
Administrative Agent, in form and substance satisfactory to the Administrative
Agent, a certificate of the Secretary or Assistant Secretary of Chicago Title
Corporation certifying that (i) Chicago Title Corporation is
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incorporated and duly authorized to engage in business under the laws of
Delaware; and (ii) Chicago Title Corporation owns 100% of the Company's capital
stock.
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
CHICAGO TITLE AND TRUST COMPANY
By:
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Name:
Title:
By:
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Name:
Title:
THE CHASE MANHATTAN BANK,
Individually and as Administrative
Agent
By:
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Name:
Title:
UNITED STATES NATIONAL BANK OF OREGON
By:
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Name:
Title:
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XXXXXX TRUST AND SAVINGS BANK
By:
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Name:
Title:
TEXAS COMMERCE BANK NATIONAL ASSOCIATION
By:
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Name:
Title:
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