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. 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. Paragraphs (a), (b), (c), (d) and (i) of Section 5.01 are hereby amended to read in their entirety as follows:
(a) as soon as available and in any event within 90 days after the end of each Fiscal Year, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of income, 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 certified by Xxxxx Xxxxxxxx LLP or other independent public accountants reasonably acceptable to the Administrative Agent, with such certification to be free of exceptions and qualifications not acceptable to the Required Lenders;
(b) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such Fiscal Quarter and the related statement of income and statement of cash flows for such Fiscal Quarter and for the portion of the Fiscal Year ended at the end of such Fiscal Quarter, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter and the corresponding portion of the previous Fiscal Year, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP and consistency by the chief financial officer of the Borrower;
(c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, a certificate, substantially in the form of Exhibit J and with compliance calculations in form and content satisfactory to the Administrative Agent (a “Compliance Certificate”), of the chief financial officer or other authorized officers of the Borrower (i) setting forth in reasonable detail the calculations required to establish whether a Value Triggering Event has occurred, including calculations setting forth the Value of each Debt Security and Senior Bank Loan Investment to its par value, the Obligor Net Leverage Ratio for the Relevant Test Period for each Obligor, and the Obligor Interest Coverage Ratio for the Relevant Test Period for each Obligor, (ii) whether the Loan Parties were in compliance with the requirements of Sections 5.04, 5.05, 5.07, 5.09, 5.10, 5.11, 5.12 and 5.37 on the date of such financial statements, (iii) setting forth the identities of the respective Subsidiaries on t...
Amendment to Section 5.01. Section 5.01 of the Credit Agreement is hereby amended by deleting the date "January 7, 2002" where such date appears in paragraph (a) thereof and replacing such date with "January 18, 2002".
Amendment to Section 5.01. Section 5.01 of the Credit Agreement is hereby amended as of the Effective Date as follows:
(a) Clause (a) of Section 5.01 of the Credit Agreement is hereby amended by inserting 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 inserting 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 and Used Truck 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 and Eligible Used Truck Inventory, (iii) a reconciliation of Borrower’s Parts Inventory and Used Truck Inventory between the amounts shown in Borrower’s ledger balance and any Parts Inventory or Used Truck Inventory reports delivered pursuant to clause (i) above and”
(d) 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 amended by adding the following to the end of that section as a new Section 5.01(e):
