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Exhibit 10.1
EXECUTION COPY
FIRST AMENDMENT dated as of April 8, 1998, to the
Revolving Credit Loan Agreement dated as of June 14, 1995 (the
"Credit Agreement"), among Alleghany Corporation, a Delaware
corporation (the "Company"), and the Chase Manhattan Bank
(formerly known as Chemical Bank), a New York banking
corporation (the "Bank").
WHEREAS, the Company intends to contribute all of the shares of the
capital stock of its subsidiary Chicago Title and Trust Company to its
subsidiary Chicago Title Corporation;
WHEREAS, following such contribution, the Company intends to
dividend all of the capital stock of Chicago Title Corporation to the Company's
shareholders; and
WHEREAS, in connection with such dividend, the Company has requested
that the Bank agree to amend the Credit Agreement as set forth herein;
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically
defined herein, each capitalized term used herein which is defined in the Credit
Agreement shall have the meaning assigned to such term in the Credit Agreement.
Each reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other similar
reference contained in the Credit Agreement shall from and after the Amendment
Effective Date (as defined below) refer to the Credit Agreement as amended
hereby.
SECTION 2. Amendment to Section 1.01 of the Credit Agreement.
Section 1.01 of the Credit Agreement is amended by the addition of the following
definition in the appropriate alphabetical order:
"Spinoff Date" shall mean the date on which the Company shall
dividend all of the shares of the capital stock of Chicago Title
Corporation to its shareholders.
SECTION 3. Amendment to Section 3.02 of the Credit Agreement.
Section 3.02 of the Credit Agreement is hereby amended as follows:
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(a) by deleting in the last sentence thereof the words "Chicago
Title and Trust Company" and substituting therefor the words "Alleghany
Asset Management, Inc."; and
(b) by deleting "96.4%" in the last sentence thereof and
substituting therefor the words "prior to October 3, 1995, 96.4% and,
after October 3, 1995, all".
SECTION 4. Amendment to Section 6.02 of the Credit Agreement.
Section 6.02 of the Credit Agreement is hereby amended by deleting in the
proviso thereof the words "Chicago Title and Trust Company" and substituting
therefor the words "Alleghany Asset Management, Inc."
SECTION 5. Amendment to Section 6.05 of the Credit Agreement. (a)
Section 6.05(a) of the Credit Agreement is hereby amended as follows:
(i) by deleting in the third line of the proviso thereof the
words "Chicago Title and Trust Company" and substituting therefor
the words "Alleghany Asset Management, Inc.";
(ii) by deleting in the tenth and eleventh lines of the
proviso thereof the words "Chicago Title and Trust Company" and
substituting therefor the words "Alleghany Asset Management, Inc.";
and
(iii) by deleting in the third and fourth lines from the end
of the proviso thereof the words "Chicago Title and Trust Company"
and substituting therefor the words "Alleghany Asset Management,
Inc."
(b) Section 6.05(b) of the Credit Agreement is hereby amended as
follows:
(i) by deleting in the third line thereof the words "Chicago
Title and Trust Company" and substituting therefor the words
"Alleghany Asset Management, Inc.";
(ii) by deleting in the second line of the proviso thereof the
words "Chicago Title and Trust Company" and substituting therefor
the words "Alleghany Asset Management, Inc."; and
(iii) by deleting in the second line of subsection (i) thereof
the words "Chicago, Title
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and Trust Company" and substituting therefor the words "Alleghany
Asset Management, Inc."
SECTION 6. Amendment to Section 6.08 of the Credit Agreement.
Section 6.08 of the Credit Agreement is hereby amended as follows:
(a) by inserting immediately after the words "shares of its capital
stock" in the second and third line thereof, the words "and dividends
payable solely in shares of the capital stock of Chicago Title
Corporation";
(b) by deleting the words "of all dividends" in the first and second
lines of subsection (a) thereof and substituting therefor the words
"amount of all dividends (other than dividends payable solely in shares of
its capital stock and dividends payable solely in shares of the capital
stock of Chicago Title Corporation)";
(c) by deleting "(x)" in the fourth line of subsection (a) thereof
and substituting therefor "(w)";
(d) by deleting "(y)" in the fifth line of subsection (a) thereof
and substituting therefor "(x)";
(e) by deleting "(z)" in the last line of subsection (a) thereof and
substituting therefor "(y)"; and
(f) by inserting immediately after "$50,000,000" in the last
sentence of subsection (a) thereof "less (z) the sum of (i) $125,778,000
and (ii) the amount of net income from discontinued operations for the
period commencing January 1, 1998 and ending on the Spinoff Date."
SECTION 7. Representations and Warranties. The Company represents
and warrants to each of the Banks that:
(a) The representations and warranties set forth in Sections 3.01,
3.02, 3.03, 3.06 and 3.11 of the Credit Agreement after giving effect to
this Amendment are true and correct in all material respects with the same
effect as if made on the date hereof.
(b) After giving effect to this Amendment, no Event of Default or
event that with notice or lapse of time or both would become an Event of
Default has occurred and is continuing.
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SECTION 8. Effectiveness. This Amendment shall become effective on
the date (the "Amendment Effective Date") that each of the following conditions
is satisfied:
(a) receipt by the Bank of counterparts of this Amendment that, when
taken together, bear the signatures of the Company and the Bank.
(b) receipt by the Bank of all fees and other compensation payable
to the Bank on or prior to the Amendment Effective Date pursuant to its
agreements with the Company; and
(c) dividend of all of the shares of the capital stock of Chicago
Title Corporation by the Company to its shareholders.
The Bank shall promptly notify the Company of the Amendment
Effective Date, and such notice shall be conclusive and binding on all
parties hereto.
SECTION 9. Miscellaneous. (a) Except as expressly set forth herein,
the Credit Agreement shall continue in full force and effect in accordance with
the terms and provisions thereof on the date hereof.
(b) Section headings used herein are for convenience of reference
only and are not to affect the construction of, or to be taken into
consideration in interpreting, this Amendment.
(c) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS 0F THE STATE OF NEW YORK.
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(d) This Amendment may be executed in any number of counterparts,
each of which shall be an original but all of which, when taken together, shall
constitute but one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the date first
above written.
ALLEGHANY CORPORATION,
by /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
THE CHASE MANHATTAN BANK,
by
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Name:
Title:
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(d) This Amendment may be executed in any number of counterparts,
each of which shall be an original but all of which, when taken together, shall
constitute but one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the date first
above written.
ALLEGHANY CORPORATION,
by
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Name:
Title:
THE CHASE MANHATTAN BANK,
by /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
