Exhibit 10(m)
FIFTH AMENDMENT
FIFTH AMENDMENT, dated as of December 22, 1994
--
(this "Amendment"), among:
---------
(i) THE CONTINENTAL CORPORATION, a New York
corporation (the "Borrower");
--------
(ii) the banks and other financial
institutions listed as Lenders on the signature
pages hereof (the "Lenders");
-------
(iii) CHEMICAL BANK and CITIBANK, N.A.,
as co-agents (each, in such capacity, a "Co-
---
Agent") for the Lenders; and
-----
(iv) CHEMICAL BANK, as administrative agent
(in such capacity, the "Administrative Agent") for
--------------------
the Lenders,
amending the Credit Agreement, dated as of December 30, 1993
(as amended, supplemented or otherwise modified prior to the
date hereof, the "Credit Agreement") among the Borrower, the
----------------
banks and financial institutions parties thereto as Lenders
on the date hereof (the "Existing Lenders"), the Co-Agents
----------------
and the Administrative Agent.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Borrower has requested that the
Credit Agreement be amended as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises
and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, it is hereby
agreed as follows:
1. Definitions. Unless otherwise defined herein,
-----------
terms defined in the Credit Agreement are used herein as
therein defined.
2. Amendments to Subsection 1.1. (a) Subsection
----------------------------
1.1 of the Credit Agreement is hereby amended by deleting
the definition of "Cumulative Preferred Stock" and inserting
the following definition in lieu thereof:
"Cumulative Preferred Stock": collectively, (i)
--------------------------
the Borrower's Series F Cumulative Preferred Stock,
(ii) the Borrower's Series H Cumulative Preferred Stock
and (iii) the Borrower's Series T Cumulative Preferred
Stock.
3. Effectiveness. This Amendment shall become
-------------
effective on December 30, 1994, upon execution and delivery
of a counterpart hereof by the Borrower, the Administrative
Agent, and the Required Lenders.
4. Representations and Warranties. To induce the
------------------------------
Administrative Agent to enter into and the Lenders to
consent to this Amendment, the Borrower hereby represents
and warrants to the Administrative 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 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 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 CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.
2
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 M. Colalucci
-------------------------
Title: Vice President and
Treasurer
CHEMICAL BANK, as Administrative
Agent and a Co-Agent
By: /s/ M. Luisa Hunnewell
--------------------------
Title: Vice President
CITIBANK, N.A., as a Co-Agent
By: /s/ Ann Miles
-------------------------
Title: Vice President
THE LENDERS:
3
CHEMICAL BANK
By: /s/ M. Luisa Hunnewell
-------------------------
Title: Vice President
CITIBANK, N.A.
By: /s/ Ann Miles
--------------------------
Title: Vice President
SHAWMUT BANK CONNECTICUT, N.A.
By: /s/ Joseph J. Wadlinger, Jr.
-----------------------------
Title: Assistant Vice President
FIRST INTERSTATE BANK OF CALIFORNIA
By:
-------------------------
Title:
MELLON BANK, N.A.
By: /s/ Timothy J. Somers
--------------------------
Title: Assistant Vice President
4
THE BANK OF NEW YORK
By: /s/ Lizanne Eberle
-------------------------
Title: Vice President
BARCLAYS BANK PLC,
NEW YORK BRANCH
By: /s/ Francis C. Constantinople
------------------------------
Title: Vice President
DEUTSCHE BANK, AG, NEW YORK
BRANCH AND/OR CAYMAN ISLANDS
BRANCH
By: /s/ David E. Moyer
--------------------------
Title: Vice President
By: /s/ Johnathan B. Meades
-------------------------
Title: Assistant Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Jeffrey Kravis
-------------------------
Title: Vice President
THE FUJI BANK, LIMITED,
NEW YORK BRANCH
By: /s/ Gina M. Kearns
-------------------------
Title: Vice President and
Manager
5
THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Thomas J. Collimore
--------------------------
Title: Vice President
6