EXHIBIT 10(c)
EXECUTION COPY
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of August 2, 1995 between FUND AMERICAN
ENTERPRISES HOLDINGS, INC., a corporation duly organized and validly existing
under the laws of the State of Delaware, FUND AMERICAN ENTERPRISES, INC., a
corporation duly organized and validly existing under the laws of the State of
Delaware, and FFOG, INC., a corporation duly organized and validly existing
under the laws of the State of Delaware and THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), a national banking association, as agent for each of the Banks (as
defined in the Credit Agreement referred to below) (in such capacity, together
with its successors in such capacity, the "Agent").
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The Borrowers, the Banks and the Agent are parties to a Credit
Agreement dated as of June 2, 1994 (as heretofore modified, supplemented and
amended by Amendment No. 1 dated as of June 1, 1995 and in effect on the date
hereof, the "Credit Agreement"), providing, subject to the terms and conditions
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thereof, for extensions of credit to be made by said Banks to the Borrowers.
The Borrowers, the Banks and the Agent wish to amend the Credit Agreement in
certain respects, and the Banks have consented to the execution and delivery by
the Agent of this Amendment No. 2. Accordingly, the parties hereto hereby agree
as follows:
Section 1. Definitions. Except as otherwise defined in this
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Amendment No. 2, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendment. Effective upon the execution and delivery
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hereof by the Borrowers and the Agent Section 1.01 of the Credit Agreement shall
be amended by deleting the definition of Commitment Termination Date and
inserting in place thereof the following definition:
"Commitment Termination Date" shall mean August 17, 1995,
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provided that if such day shall not be a Business Day, the Commitment
Termination Date shall be the next preceding Business Day.
Section 3. Representations and Warranties. The Borrowers represent
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and warrant to the Banks and the Agent that the representations and warranties
set forth in Section 8 of the Credit Agreement are true and complete on the date
hereof as if made on and as of the date hereof.
Section 4. Miscellaneous. Except as herein provided, the Credit
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Agreement shall remain unchanged and in full force and effect. This Amendment
No. 2 may be executed in counterparts, which taken together shall constitute one
and the same amendatory instrument. This Amendment No. 2 shall be governed by,
and construed in accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
2 to be duly executed as of the day and year first written above.
FUND AMERICAN ENTERPRISES
HOLDINGS, INC.
By ________________________________
Name
Title:
FUND AMERICAN ENTERPRISES, INC.
By _________________________________
Name:
Title:
FFOG, INC.
By __________________________________
Name
Title:
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), as Agent
By_____________________________________
Name:
Vice President
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CONSENT
Dated as of ___________, 1995
Re: Amendment No. 2 to the Credit Agreement dated as of June 2, 1994
with FUND AMERICAN ENTERPRISES HOLDINGS, INC.
FUND AMERICAN ENTERPRISES, INC., and FFOG, INC.
The undersigned, as a Bank under and as defined in the Credit
Agreement dated as of June 2, 1994 (as heretofore modified, supplemented and
amended by Amendment No. 1 dated as of June 1, 1995 and in effect on the date
hereof, (the "Credit Agreement") among Fund American Enterprises Holdings, Inc.,
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Fund American Enterprises, Inc., and FFOG, Inc., the Banks referred to therein
and The Chase Manhattan Bank (National Association), as Agent, hereby consents
to the execution and delivery by the Agent on or after August 2, 1995 of an
Amendment No. 2 to the Credit Agreement in the form attached hereto as Exhibit A
in respect of the Credit Agreement; provided, that the undersigned may withdraw
such consent by prior written notice received by the Agent at any time prior to
the execution and delivery by the Agent of said Amendment No. 2.
This Consent shall be effective only until August 2, 1995, unless
extended by the undersigned.
By _________________________
Name:
Title:
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