Amendment to Section 5.01. Subject to Section 2.04 hereof, Section 5.01(a)(ix) is amended and restated in its entirety to read as follows:
Amendment to Section 5.01. Section 5.01(c) of the Credit Agreement is amended and restated to read in its entirety as follows:
Amendment to Section 5.01. Section 5.01 of the Credit Agreement is hereby amended to (a) delete the word “and” at the end of clause (f) thereof, (b) delete the period at the end of clause (g) thereof and substitute in its place a semicolon, (c) delete clause (d) and substitute in its place the following “[reserved];” and (d) add the following new clause (h) at the end of said Section 5.01:
Amendment to Section 5.01. Effective as of the Third Amendment and Waiver Effective Date, Section 5.01 of the Credit Agreement is hereby amended by:
(a) replacing paragraph (a) of such Section with the following paragraph:
(a) (i) with respect to each Fiscal Year of the Company (other than the Fiscal Year ended July 31, 2007), as soon as available, but in any event within 90 days after the end of each such Fiscal Year or at such earlier time as the SEC may require the Company to deliver its Form 10-K (commencing with the Fiscal Year ended July 31, 2006) and (ii) with respect to the Fiscal Year of the Company ended July 31, 2007, as soon as available, but in any event by March 31, 2008, a consolidated balance sheet of the Company and the Subsidiaries as at the end of such Fiscal Year, and the related consolidated statements of earnings, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such financial statement audit; provided that (i) the requirements of this paragraph shall be deemed satisfied by delivery within the time period specified above of (A) a copy of the Company’s Annual Report on Form 10-K for such Fiscal Year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) (“Form 10-K”) prepared in accordance with the requirements therefor and filed with the SEC or (B) a notice setting forth a written reference to a website that contains such Form 10-K (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act); and
(b) replacing paragraph (b) of such Section with the following paragraph:
(b) (i) with respect to each of the first three fiscal quarters of the Company in any Fiscal Year (other than the fiscal quarters ending October 31, 2007 and January 31, 2008), as soon as available, but...
Amendment to Section 5.01. Section 5.01(c) is hereby amended by deleting the reference therein to "3.03(a), 4.01" and substituting in lieu thereof a reference to "3.03(a), 3.12(i), 3.13(A), (B) or (E), 4.01". Consolidated Adjusted Earnings Excluded Transactions Conseco, Inc. Analysis of Special Charges Four Quarters Ended December 31, 2001 1Q01 2Q01 3Q01 4Q01 2001 -------------------------------------------------------------------------------- Employment-Related (600,000) 4,968,600 4,745,126 2,350,000 11,463,726 Exit Costs/Restructuring 20,709,158 1,047,338 791,676 3,441,534 25,989,706 Advisory Fees 86,275 2,044,264 1,512,020 144,034 3,786,593 Legal Fees 4,382,435 3,100,000 - 26,748,986 34,231,421 Loss on Disposition of Asset 8,624,576 2,400,000 - - 11,024,576 Outsourcing - 2,454,000 4,372,000 3,798,000 10,624,000 Miscellaneous 401,045 178,636 124,516 (2,539,550) (1,835,353) Amort. of deferred sales - - 3,176,576 - 3,176,576 Valuation Adjustments 6,000,000 - - (2,500,000) 3,500,000 -------------------------------------------------------------------------------- 39,603,490 16,192,838 14,721,914 31,443,004 101,961,246 Less Cash Special Charges 46,475 (6,467,182) (5,852,042) - (12,272,749) Cap on Special Charge Basket - - - (12,115,401) (12,115,401) -------------------------------------------------------------------------------- Sub-total - Accrued Special Charges 39,649,965 9,725,656 8,869,872 19,327,603 77,573,096 Income Taxes on Accrued Special Charges (14,300,000) (3,403,980) (3,104,455) (6,764,661) (27,573,096) -------------------------------------------------------------------------------- Total Conseco, Inc. and Subsidiaries Special Charges After Tax 25,349,965 6,321,676 5,765,417 12,562,942 50,000,000 ================================================================================ Exhibit B Form of Reaffirmation March ___, 2002 Bank of America, N.A., as Administrative Agent 231 South LaSalle Street Chicago, Illinois 60697 Attention: ________________ Xx: Xxxxx Xxxxx Xxxxxxxnt and Agreement, dated March 20, 2002 (the "Agreement"), among Conseco, Inc. ("Conseco"), CDOC, Inc., ("CDOC"), CIHC, Incorporated ("CIHC"), the financial institutions party thereto (collectively, the "Banks"), and Bank of America, N.A., as Administrative Agent (the "Administrative Agent") Ladies and Gentlemen: Reference is made to the Agreement. Capitalized terms used herein, unless otherwise defined herein, shall have the meaning assigned thereto in the Agreement. This letter is intended to constitute the r...
Amendment to Section 5.01. Section 5.01 of the Credit Agreement is hereby amended by deleting the date "January 18, 2002" where such date appears in paragraph (a) thereof and replacing such date with "February 15, 2002".
Amendment to Section 5.01. Section 5.01 of the Credit Agreement is hereby amended as of the Second Amendment Effective Date as follows:
(a) Clause (a) of Section 5.01 of the Credit Agreement is hereby amended by deleting the following proviso at the end of such clause: “; provided, that such certificate shall also include a specific certification that Borrower is not engaged in the business of leasing trucks.”
(b) Clause (b) of Section 5.01 of the Credit Agreement is hereby amended by deleting the following proviso immediately prior to the final proviso at the end of such clause: “; provided, that such certificate shall also include (x) a specific certification that Borrower is not engaged in the business of leasing trucks and (y) if Borrower obtains knowledge that the component of Borrower’s business which constitutes the “business of leasing trucks” exceeds 5% of Borrower’s aggregate revenues for such quarterly period, notice of such event”
(c) Clause (c) of Section 5.01 of the Credit Agreement is hereby amended by amending and restating subclauses (i), (ii) and (iii) of such clause in their entirety as follows:
(i) Parts Inventory reports by category and location, together with a reconciliation to the corresponding Borrowing Base Certificate, (ii) a reasonably detailed calculation of Eligible Parts Inventory, (iii) a reconciliation of Borrower’s Parts Inventory between the amounts shown in Borrower’s ledger balance and any Parts Inventory reports delivered pursuant to clause (i) above and”
(d) Clause (c) of Section 5.01 of the Credit Agreement is hereby amended by inserting the word “Adjusted” immediately before the words “Excess Availability” where such words appear in such clause (c).
(e) Clause (e) of Section 5.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Amendment to Section 5.01. Section 5.01 of the Indenture is hereby deleted and replaced in its entirety as follows: "The Company will not consolidate or merge with or into any Person, or sell, assign, lease, convey or otherwise dispose of all or substantially all of the Company's assets, whether as an entirety or substantially as an entirety in one transaction or a series of transactions, including by way of liquidation or dissolution, to any Person unless the surviving entity assumes by supplemental indenture all of the obligations of the Company on the Securities and under this Indenture."
Amendment to Section 5.01. Section 5.01 of the Original Merger Agreement is hereby amended to add the following sub-sections (e), (f) and (g):
Amendment to Section 5.01. Section 5.01 of the Credit Agreement is hereby further amended by adding the word “and” to the end of clause (i), deleting clause (j) and renumbering the existing clause (k) as clause (j).
