EXHIBIT 10(i)
AMENDMENT
AMENDMENT, dated as of March 30, 1994 (this "Amendment"), to the
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Credit Agreement, dated as of December 30, 1993 (as amended, supplemented
or otherwise modified prior to the date hereof, the "Credit Agreement"),
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among THE CONTINENTAL CORPORATION, a New York corporation (the "Borrower"),
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the banks and other financial institutions (the "Lenders") parties thereto,
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CHEMICAL BANK, a New York banking corporation, and CITIBANK, N.A., as
co-agents (each, in such capacity, a "Co-Agent") for the Lenders and
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CHEMICAL BANK, a New York banking corporation, as administrative agent (in
such capacity, the "Administrative Agent" ) for the Lenders.
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W I T N E S S E T H :
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WHEREAS, Borrower, the Administrative Agent and the Lenders
consenting hereto desire to amend the Credit Agreement as set forth in this
Amendment, but only on the terms and subject to the conditions set forth in
this Amendment;
NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Borrower and the Administrative Agent hereby agree as
follows:
1. Definitions. Unless otherwise defined herein, terms defined
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in the Credit Agreement are used herein as therein defined.
2. Amendments. (a) Subsection 1.1 is hereby amended by
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inserting, at the end of the definition of "Indebtedness" therein, the
following new proviso:
"provided, that up to $500,000,000 of obligations of the Borrower and
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its Subsidiaries under reverse repurchase agreements and dollar
reverse repurchase transactions entered into in the ordinary course of
business for the purpose of managing their investment portfolios shall
not be deemed Indebtedness hereunder".
(b) Subsection 6.4 of the Credit Agreement is hereby amended by
deleting clause (c) thereof and substituting in lieu thereof a new clause
(c) to read in its entirety as follows:
"(c) the sale or other disposition of any property, provided that
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both (i) the aggregate book value of all assets so sold or disposed of
shall not constitute more than 10% in book value of the consolidated
total assets of the Borrower and its Subsidiaries as at December 31,
1992 or, if later, the end of the most recent fiscal year of the
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Borrower for which financial statements have been (or were required to
be) delivered pursuant to subsection 5.1(a), and(ii) the portion,
contributed by such assets so sold or disposed of, of the consolidated
income from continuing operations of the Borrower and its Subsidiaries
for the most recent fiscal year of the Borrower for which financial
statements have been (or were required to be) delivered pursuant to
subsection 5.1(a) shall not, in the aggregate, be 10% or more of the
average consolidated income from continuing operations of the Borrower
and its Subsidiaries for the fiscal years ended December 31, 1988,
1989, 1990, 1991 and 1992; and".
3. Effectiveness. This Amendment shall become effective upon
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receipt by the Administrative Agent of evidence satisfactory to the
Administrative Agent that this Amendment has been executed and delivered by
the Borrower and consented to in writing by the Required Lenders.
4. Representations and Warranties. To induce the
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Administrative Agent to enter into and the Lenders to consent to this
Amendment, the Borrower hereby represents and warrants to the Agent and the
Lenders that, after giving effect to the amendments provided for herein,
the representations and warranties contained in the Credit Agreement and
the other Loan Documents will be true and correct in all material respects
as if made on and as of the date hereof and that no Default or Event of
Default will have occurred and be continuing.
5. No Other Amendments. Except as expressly amended hereby, the
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Credit Agreement, the Notes and the other Loan Documents shall remain in
full force and effect in accordance with their respective terms, without
any waiver, amendment or modification of any provision thereof.
6. Counterparts. This Amendment may be executed by one or more of
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the parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
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CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered as of the day and year first above
written.
THE CONTINENTAL CORPORATION
By: /s/ Francis Colalucci
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Title: Vice President, Treasurer
CHEMICAL BANK, as Administrative
Agent
By:/s/ M. Luisa Hunnewell
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Title: Vice President
The undersigned Lenders hereby consent and agree to the foregoing
Amendment:
CHEMICAL BANK
By:/s/ M. Luisa Hunnewell
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Title: Vice President
CITIBANK, N.A.
By: Ann Miles
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Title: Vice President
SHAWMUT BANK OF CONNECTICUT, N.A.
By: Joseph J. Wadlinger, Jr.
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Title: Assistant Vice President
THE BANK OF NOVA SCOTIA
By: Stephen Lockhart
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Title: Vice President
FIRST INTERSTATE BANK OF CALIFORNIA
By: Tim Helotes
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Title: Vice President
MELLON BANK, N.A.
By: Timothy J. Somers
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Title: Vice President