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Exhibit 10.28(d)
AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT
AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (the "Amendment") dated as
of November 6, 1995 among ALLEGHANY CORPORATION, a Delaware Corporation
("Alleghany"), ALLEGHANY PROPERTIES, INC., a Delaware Corporation ("API"), and
the Purchasers (the "Purchasers") listed on Annex 1 to the Note Purchase
Agreement, as amended (the "Agreement"), dated as of January 15, 1995 among
Alleghany, API and the Purchasers.
W I T N E S S E T H:
WHEREAS, Alleghany, API and the Purchasers entered into the Agreement,
pursuant to which the Purchasers purchased and API issued and sold $50,000,000
aggregate principal amount of 8.62% Senior Notes due February 23, 2000; and
WHEREAS, Alleghany, API and the Purchasers desire to amend the
Agreement as provided herein;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Definitions. Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the
Agreement.
Section 2. Amendment of definition of "Downgrade Event". The definition
of "Downgrade Event" is hereby amended by inserting in the last line of clause
(c)(i) of the definition between the words "Xxxxx'x" and "and," the following:
", or an Issuer Credit Rating (or a comparable rating) of the Parent of at least
'BBB-' from S&P and a Counterparty Rating (or a comparable rating) of the Parent
of at least 'Baa3' from Xxxxx'x."
Section 3. Limitation to Amendment. Except as modified by this
Amendment, all of the terms and conditions contained in the Agreement shall
remain in full force and effect and are hereby ratified and confirmed.
Section 4. Counterparts. This Amendment may be executed in one or more
counterparts, all of which shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first written above.
ALLEGHANY CORPORATION
By:/s/ Xxxxx X. Xxxxxx
--------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
ALLEGHANY PROPERTIES, INC.
By:/s/ Xxxxx X. Xxxxxx
--------------------------
Name: Xxxxx X. Xxxxxx
Title: President
HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNT CRC
By:/s/ Xxxxxxx X. XxXxxx
--------------------------
Name: Xxxxxxx X. XxXxxx
Title: Assistant Vice President
TRANSAMERICA LIFE INSURANCE &
ANNUITY COMPANY
By:/s/ Xxxx X. Xxxxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Investment Officer
TRANSAMERICA OCCIDENTAL LIFE
INSURANCE COMPANY
By:/s/ Xxxx X. Xxxxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Investment Officer
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UNITED OF OMAHA LIFE INSURANCE
COMPANY
By:/s/ Xxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: First Vice President
MUTUAL OF OMAHA INSURANCE
COMPANY
By:/s/ Xxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: First Vice President
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
By: Lincoln Investment Management, Inc.,
Its Attorney-In-Fact, formerly Lincoln
National Investment Management
Company
By:/s/ Xxxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Second Vice President
KNIGHTS OF COLUMBUS
By:/s/ Xxxxxx X. Xxxx
--------------------------
Name: Xxxxxx X. Xxxx
Title: Assistant Supreme Secretary
WOODMEN ACCIDENT AND LIFE
COMPANY
By:/s/ A.M. XxXxxx
--------------------------
Name: A.M. XxXxxx
Title: Vice President and Assistant Treasurer
