Amendment to Section 5.01 Clause Samples

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". ANNEX II 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 1,562,942 50,000,000 ================================================================================ Exhibit A Form of Reaffirmation March ___, 2002 Bank of America, N.A., as Administrative Agent 231 South LaSalle Street Chicago, Illinois 60697 Attention: ________________ ▇▇: ▇▇▇▇▇ ▇▇▇▇▇▇▇nt to Five Year Credit Agreement, dated March 20, 2002 (the "Amendment"), among Conseco, Inc. ("Conseco"), the financial institutions party thereto (collectively, the "Banks"), Bank of America, N.A., as Agent (the "Agent") and CIHC, Incorporated ("CIHC") Ladies and Gentlemen: Reference is made to the Amendment. Capitalized terms used herein, unless otherwise defined herein, shall have the meaning assigned thereto in the Amendment. This letter is intended to constitute the reaffirmation (this "Reaffirmation")...

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". Exhibit B Form of Reaffirmation March [__], 2002 JPMorgan Chase, as Administrative Agent 270 Park Avenue NewYork, NY 10017 Attention: Ms. Helen Newcomb ▇▇: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ent and Agree▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ 20, 2002 (the "Agreement"), among Conseco, Inc. ("Conseco"), CDOC, Inc., ("CDOC"), CIHC, Incorporated ("CIHC"), the financial institutions party thereto (collectively, the "Banks"), and JPMorgan Chase Bank, 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 reaffirmation (this "Reaffirmation") of specified documents referenced in the Agreement, and, as such, is being delivered to satisfy the condition of Section 8.1(e) of the Agreement, which requires a reaffirmation of the agreements listed on Schedule I hereto (the "Reaffirmed Agreements") as a condition to the effectiveness of the Agreement. This letter is for the benefit of the Administrative Agent and the Banks. Each of the parties hereto hereby reaffirm the Reaffirmed Agreements to which it is a party in each and every respect, including, without limitation, the validity of any and all of its obligations under each of the Reaffirmed Agreements including, without limitation, regardless of: (a) any defense any borrower has, may have, or may otherwise assert with respect to his, her, or its liability for any loans or otherwise with respect to any other obligation any such borrower may have under the Credit Agreement (relating to refinancing of certain loans under that certain Credit Agreement, dated as of September 15, 1999, as terminated and replaced by that certain Termination and Replacement Agreement, dated as of May 30, 2000), as amended, dated as of November 22, 2000, among the persons listed on the signature pages thereto, as Borrowers, the Banks and the Administrative Agent (the "Credit Agreement"), or any Loan Document relating thereto, including, without limitation, any defense asserted or that might be asserted by any such borrower as arising from: (i) the execution, delivery and performance or non-performance by any party under of the September 22, 2000 Agreement, (ii) the execution, delivery...

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 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. Effective as of the First 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 December 31, 2007, 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 (ii) on or prior to September 30, 2007, the Company shall deliver to the Facility Agent, in form and detail reasonably satisfactory to the Facility Agent and the Lenders, an unaudited condensed consolidated statement of earnings before interest and taxes, setting forth in c...

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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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...