Exhibit 10.11(d)
SECOND AMENDMENT TO
$100,000,000 364 DAY REVOLVING CREDIT AGREEMENT
THIS SECOND AMENDMENT, dated as of February 20, 2002, amends and modifies
a certain $100,000,000 364 Day Revolving Credit Agreement, dated as of November
22, 2000, as amended by an Amendment dated as of November 20, 2001 (as so
amended, the "Credit Agreement"), between ALLEGHANY CORPORATION (the "Borrower")
and U.S. BANK NATIONAL ASSOCIATION, and the sole Bank under the Credit Agreement
and as the Agent (the "Agent"). Terms not otherwise expressly defined herein
shall have the meanings set forth in the Credit Agreement.
FOR VALUE RECEIVED, the Borrower, the Banks and the Agent agree that the
Credit Agreement is amended as follows.
ARTICLE I - AMENDMENT TO THE CREDIT AGREEMENT
1.1 Revolving Commitment Ending Date. Section 2.11 is amended by deleting
"February 20, 2002" and inserting "April 20, 2002" in place thereof.
1.2 Construction. All references in the Credit Agreement to "this
Agreement", "herein" and similar references shall be deemed to refer to the
Credit Agreement as amended by this Amendment.
ARTICLE II - REPRESENTATIONS AND WARRANTIES
To induce the Banks and the Agent to enter into this Amendment and to make
and maintain the Loans under the Credit Agreement as amended hereby, the
Borrower hereby warrants and represents to the Banks and the Agent that it is
duly authorized to execute and deliver this Amendment, and to perform its
obligations under the Credit Agreement as amended hereby, and that this
Amendment constitutes the legal, valid and binding obligation of the Borrower,
enforceable in accordance with its terms.
ARTICLE III - CONDITIONS PRECEDENT
This Amendment shall become effective on the date first set forth above,
provided, however, that the effectiveness of this Amendment is subject to the
satisfaction of each of the following conditions precedent:
3.1 Warranties. Before and after giving effect to this Amendment, the
representations and warranties in Article IV of the Credit Agreement shall be
true and correct as though made on the date hereof, except for changes that are
permitted by the terms of the Credit Agreement. The execution by the Borrower of
this Amendment shall be deemed a representation that the Borrower has complied
with the foregoing condition.
3.2 Defaults. Before and after giving effect to this Amendment, no Default
and no Event of Default shall have occurred and be continuing under the Credit
Agreement. The execution by the Borrower of this Amendment shall be deemed a
representation that the Borrower has complied with the foregoing condition.
ARTICLE IV - GENERAL
4.1 Expenses. The Borrower agrees to reimburse the Agent upon demand for
all reasonable expenses (including reasonable attorneys' fees and legal
expenses) incurred by this Agent in the preparation, negotiation and execution
of this Amendment and any other document required to be furnished herewith, and
in enforcing the obligations of the Borrower hereunder, and to pay and save the
Agent harmless from all liability for, any stamp or other taxes which may be
payable with respect to the execution or delivery of this Amendment, which
obligations of the Borrower shall survive any termination of the Credit
Agreement.
4.2 Counterparts. This Amendment may be executed in as many counterparts
as may be deemed necessary or convenient, and by the different parties hereto on
separate counterparts, each of which, when so executed, shall be deemed an
original but all such counterparts shall constitute but one and the same
instrument.
4.3 Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining portions hereof or affecting the validity or enforceability of such
provisions in any other jurisdiction.
4.4 Law. This Amendment shall be a contract made under the laws of the
State of Minnesota, which laws shall govern all the rights and duties hereunder.
4.5 Successors; Enforceability. This Amendment shall be binding upon the
Borrower, the Banks and the Agent and their respective successors and assigns,
and shall inure to the benefit of the Borrower, the Banks and the Agent and the
successors and assigns of the Banks and the Agent. Except as hereby amended, the
Credit Agreement shall remain in full force and effect and is hereby ratified
and confirmed in all respects.
(signature page follows)
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first written above.
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxx X. Xxxxxx
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Title Vice President
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ALLEGHANY CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
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Title Vice President
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