EXHIBIT 10(b)
EXECUTION COPY
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of June 1, 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
that is a signatory to the Credit Agreement defined below (the "Banks") (in such
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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,
amended and in effect on the date hereof, the "Credit Agreement"), providing,
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subject to the terms and conditions 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. 1. Accordingly,
the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
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Amendment No. 1, 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 3, 1995, provided
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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. 1 may be executed in counterparts,
which taken together shall constitute one and the same amendatory instrument.
This Amendment No. 1 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.
1 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
CONSENT
Dated as of May __, 1995
Re: Amendment No. 1 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 (the "Credit Agreement") among Fund American
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Enterprises Holdings, Inc., 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
June 1, 1995 of an Amendment No. 1 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. 1.
This Consent shall be effective only until June 1, 1995, unless
extended by the undersigned.
By _________________________
Name:
Title:
