Exhibit 10.1 ------------ AMENDMENT TO NOTE PURCHASE AGREEMENT AMENDMENT TO NOTE PURCHASE AGREEMENT (the "Amendment") dated as of June 23, 1995 among ALLEGHANY CORPORATION, a Delaware Corporation ("Alleghany"), ALLEGHANY PROPERTIES, INC., a Delaware...
Exhibit 10.1
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AMENDMENT TO NOTE PURCHASE AGREEMENT
AMENDMENT TO NOTE PURCHASE AGREEMENT (the "Amendment") dated
as of June 23, 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 (the "Agreement") dated
as of January 15, 1995 among Alleghany, API and the Purchasers.
W I T N E S S E T H:
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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
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otherwise defined herein shall have the respective meanings
ascribed to such terms in the Agreement.
Section 2. Amendment of Section 7.7(a). Section 7.7(a) of
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the Agreement is hereby amended by deleting "November 1, 1994"
from the fifth line of paragraph (a) of Section 7.7 and replacing
such deletion with the term "the Closing Date."
Section 3. Representation of the Company. Other than $4.5
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million transferred to Alleghany by API on December 29, 1994, the
Company did not, and did not permit SPHI to, make any Restricted
Investment and the Company did not declare or make, or become
obligated to declare or make, any Restricted Payment between
November 1, 1994 and the Closing Date (not including the Closing
Date).
Section 4. Limitation to Amendment. Except as modified by
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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 5. Counterparts. This Amendment may be executed in
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one or more counterparts, all of which shall constitute one and
the same instrument.
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
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Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
ALLEGHANY PROPERTIES, INC.
By:/s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNT CRC
By:/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
TRANSAMERICA LIFE INSURANCE &
ANNUITY COMPANY
By:/s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Investment Officer
TRANSAMERICA OCCIDENTAL LIFE
INSURANCE COMPANY
By:/s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Investment Officer
UNITED OF OMAHA LIFE INSURANCE
COMPANY
By:/s/ X.X. Xxxxxxxxxx
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Name: X.X. Xxxxxxxxxx
Title: Second Vice President
MUTUAL OF OMAHA INSURANCE
COMPANY
By:/s/ X.X. Xxxxxxxxxx
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Name: X.X. Xxxxxxxxxx
Title: Second Vice President
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
By: Lincoln National Investment
Management Company, Its
Attorney-In-Fact
By:/s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Second Vice President
KNIGHTS OF COLUMBUS
By:/s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Assistant Supreme Secretary
WOODMEN ACCIDENT AND LIFE
COMPANY
By:/s/ A.M. XxXxxx
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Name: A.M. XxXxxx
Title: Vice President and Asst.
Treasurer
