AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Exhibit 4.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of November 20, 2011, between
Transatlantic Holdings, Inc., a Delaware corporation (the “Company”), and American Stock
Transfer & Trust Company, LLC, a New York limited liability company, as Rights Agent (the
“Rights Agent”), to the Rights Agreement, dated as of July 27, 2011, between the Company
and the Rights Agent (the “Rights Agreement”); all capitalized terms not defined herein
shall have the meanings ascribed to such terms in the Rights Agreement.
WHEREAS, the Company proposes to enter into an Agreement and Plan of Merger among Alleghany
Corporation, a Delaware corporation (“Alleghany”), Shoreline Merger Sub, LLC, a Delaware limited
liability company and a wholly owned subsidiary of Alleghany (“Merger Sub”), and the
Company (as amended, supplemented, modified or replaced from time to time, the “Merger
Agreement”);
WHEREAS, the Board of Directors of the Company has determined that the Merger Agreement and
the terms and conditions set forth therein and the transactions contemplated thereby, including,
without limitation, the Merger (as defined in the Merger Agreement), are advisable and are fair to
and in the best interests of the Company and its stockholders;
WHEREAS, the Board of Directors of the Company has determined, in connection with its
consideration of the Merger Agreement, that it is necessary and desirable to amend the Rights
Agreement as set forth herein;
WHEREAS, subject to certain limited exceptions, Section 27 of the Rights Agreement provides
that the Company may in its sole and absolute discretion from time to time supplement and amend the
Rights Agreement without the approval of any holders of the Rights;
WHEREAS, this Amendment is permitted by Section 27 of the Rights Agreement; and
WHEREAS, pursuant to Section 27, the Company hereby directs that the Rights Agreement shall be
amended as set forth in this Amendment.
NOW THEREFORE, in consideration of the foregoing premises and mutual covenants and agreements
set forth herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Rights Agent hereby agree as follows:
Section 1. Amendment to Section 1. Section 1 of the Rights Agreement is hereby
amended and supplemented by adding subsection (uu) which shall read as follows:
“(uu) ”Merger Agreement” shall mean the Agreement and Plan
of Merger, dated as of November 20, 2011, by and among Alleghany
Corporation, a Delaware corporation (“Alleghany”), Shoreline
Merger Sub, LLC, a Delaware limited liability company and wholly
owned subsidiary of Alleghany (“Merger Sub”), and the
Company (as such agreement is amended, supplemented, modified or
replaced from time to time).”
Section 2. Amendment to Section 7(a). Section 7(a) of the Rights Agreement is hereby
amended by adding the following sentence to the end thereof:
“Notwithstanding anything to the contrary in this Agreement,
immediately prior to the Effective Time (as defined in the Merger
Agreement) this Agreement shall automatically terminate (without any
further action of the parties hereto), all Rights established
hereunder shall automatically expire and such time shall be deemed
the Expiration Date for all purposes of this Agreement.”
Section 3. Addition of New Section 35. The Rights Agreement is amended by adding a
new Section 35 thereof which shall read as follows:
“Section 35. Exception For Merger Agreement.
Notwithstanding any provision of this Agreement to the contrary,
none of a Section 11(a)(ii) Event, a Section 13 Event, a
Distribution Date nor a Shares Acquisition Date shall be deemed to
have occurred, none of Alleghany, Merger Sub or any of their
Affiliates or Associates shall be deemed to have become an Acquiring
Person, and no holder of any Rights shall be entitled to exercise
such Rights under, or be entitled to any rights pursuant to, any of
Sections 3, 7, 11 or 13 of this Agreement, in any such case by
reason of (a) the approval, execution or delivery of the Merger
Agreement or any amendments thereof approved in advance by the Board
of Directors of the Company or (b) the commencement or, prior to
termination of the Merger Agreement, the consummation of any of the
transactions contemplated by the Merger Agreement in accordance with
their respective provisions, including without limitation, the
Merger (as defined in the Merger Agreement).”
Section 4. Effective Date; Certification. This Amendment shall be deemed effective as
of the date first written above, as if executed on such date. The officer of the Company executing
this Amendment hereby certifies to the Rights Agent that the amendment to the Rights Agreement set
forth in this Amendment is in compliance with Section 27 of the Rights Agreement and the
certification contained in this Section 4 shall constitute the certification required by Section 27
of the Rights Agreement.
Section 5. Governing Law. This Amendment shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposes shall be governed by, and construed in
accordance with, the laws of such State applicable to contracts made and to be performed entirely
within such State.
Section 6. Severability. The terms, provisions, covenants or restrictions of this
Amendment shall be deemed severable and the invalidity or unenforceability of any term, provision,
covenant or restriction shall not affect the validity or enforceability of the other term,
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provision, covenant or restriction hereof. If any term, provision, covenant or restriction of this
Amendment, or the application thereof to any person or any circumstance, is invalid or
unenforceable, (a) a suitable and equitable term, provision, covenant or restriction shall be
substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and
purpose of such invalid or unenforceable term, provision, covenant or restriction and (b) the
remainder of this Amendment and the application of such term, provision, covenant or restriction to
other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor
shall such invalidity or unenforceability affect the validity or enforceability of such term,
provision, covenant or restriction, or the application thereof, in any other jurisdiction.
Section 7. Notice. The Rights Agent and the Company hereby waive any notice
requirement with respect to each other under the Rights Agreement, if any, pertaining to the
matters covered by this Amendment.
Section 8. No Other Effect. Except as expressly set forth herein, the Rights
Agreement shall not by implication or otherwise be supplemented or amended by virtue of this
Amendment, but shall remain in full force and effect, as amended hereby.
Section 9. Counterparts. This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date and year first above written.
| TRANSATLANTIC HOLDINGS, INC. |
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| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Executive Vice President and General Counsel | |||
| AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent |
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| By: | /s/ Xxxxx Xxxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxxx | |||
| Title: | Senior Vice President | |||
[SIGNATURE PAGE TO RIGHTS AGREEMENT AMENDMENT]
