Common use of Amendment to Section 5.01 Clause in Contracts

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 in any event within 45 days after the end of each such fiscal quarter or at such earlier time as the SEC may require the Company to deliver its Form 10-Q (commencing with the fiscal quarter ended October 31, 2006) and (ii) with respect to the fiscal quarters of the Company ending October 31, 2007 and January 31, 2008, as soon as available, but in any event by March 31, 2008, (A) a consolidated balance sheet of the Company and the Subsidiaries as at the end of such quarter and (B) consolidated statements of earnings of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the Fiscal Year ending with such quarter, and a statement of cash flows for the portion of the Fiscal Year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous Fiscal Year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein, and certified by a Responsible Officer of the Company as fairly presenting, in all material respects, the financial position of the Company and its Subsidiaries being reported on and their results of operations and cash flows, subject to the changes resulting from year-end adjustments; 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 Quarterly Report on Form 10-Q (“Form 10-Q”) prepared in compliance 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-Q, (ii) on or prior to December 10, 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 comparative form the figures for the corresponding period in the previous Fiscal Year, and balance sheet highlights comprised of accounts receivable, inventory and indebtedness, in each case with respect to the Company and its Subsidiaries as of and for the fiscal quarter ending October 31, 2007 and (iii) on or prior to March 11, 2008, 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 comparative form the figures for the corresponding period in the previous Fiscal Year, and balance sheet highlights comprised of accounts receivable, inventory and indebtedness, in each case with respect to the Company and its Subsidiaries as of and for the fiscal quarter ending January 31, 2008.

Amendment to Section 5.01. Effective as Paragraphs (a), (b), (c), (d) and (i) of the Third Amendment and Waiver Effective Date, Section 5.01 of the Credit Agreement is are hereby amended byto read in their entirety as follows: (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 available and 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, 2008Year, a consolidated balance sheet of the Company Borrower and the its Consolidated Subsidiaries as at of the end of such Fiscal Year, Year and the related consolidated statements of earningsincome, 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 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 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 qualifications not 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 available and in any event within 45 days after the end of each such fiscal quarter or at such earlier time as the SEC may require the Company to deliver its Form 10-Q (commencing with the fiscal quarter ended October 31, 2006) and (ii) with respect to the fiscal quarters of the Company ending October 31first three Fiscal Quarters of each Fiscal Year, 2007 and January 31, 2008, as soon as available, but in any event by March 31, 2008, (A) a consolidated balance sheet of the Company Borrower and the its Consolidated Subsidiaries as at of the end of such quarter Fiscal Quarter and (B) consolidated statements the related statement of earnings income and statement of the Company and its Subsidiaries cash flows for such quarter Fiscal Quarter and (in the case of the second and third quarters) for the portion of the Fiscal Year ending with ended at the end of such quarter, and a statement of cash flows for the portion of the Fiscal Year ending with such quarterQuarter, setting forth in each case in comparative form the figures for the corresponding periods in Fiscal Quarter and the corresponding portion of the previous Fiscal Year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein, and certified by a Responsible Officer of the Company as fairly presenting, in all material respects, the financial position of the Company and its Subsidiaries being reported on and their results of operations and cash flows, (subject to the changes resulting from normal year-end adjustments; provided that ) 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 requirements calculations required to establish whether a Value Triggering Event has occurred, including calculations setting forth the Value of this paragraph shall be deemed satisfied by delivery within each Debt Security and Senior Bank Loan Investment to its par value, the time period specified above of 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, (Aii) a copy of whether the Company’s Quarterly Report on Form 10-Q (“Form 10-Q”) prepared Loan Parties were in compliance with the requirements therefor of Sections 5.04, 5.05, 5.07, 5.09, 5.10, 5.11, 5.12 and filed 5.37 on the date of such financial statements, (iii) setting forth the identities of the respective Subsidiaries on the date of such financial statements, (iv) stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Loan Parties are taking or propose to take with respect thereto and (v) setting forth certain Separate Company Selected Financial Information for each of the SEC or SBIC Entities and the SPV Subsidiary as set forth in Exhibit J; (Bd) promptly at the request of the Administrative Agent, financial statements, calculations, and any other information with respect to Debt Securities and Senior Bank Loan Investments reasonably necessary for the Administrative Agent to determine whether a Value Triggering Event has occurred and is continuing, including calculations setting for the Value of each Debt Security and Senior Bank Loan Investment to its respective 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; (i) a notice setting forth a written reference to a website that contains such Form 10-QBorrowing Base Certification Report, (ii) on or prior to December 10, 2007, substantially in the Company shall deliver to the Facility Agent, form of Exhibit E and otherwise in form and detail content reasonably satisfactory to the Facility Agent Administrative Agent, which report is certified as to truth and accuracy by the LendersChief Financial Officer or other authorized officer of the Borrower and which report shall be delivered (A) while any Advances or other amounts are outstanding, an unaudited condensed consolidated statement by the tenth Domestic Business Day following the last day of earnings before interest and taxes, setting forth in comparative form the figures for the corresponding period in the previous Fiscal Year, and balance sheet highlights comprised of accounts receivable, inventory and indebtedness, in each case with respect to the Company and its Subsidiaries as of and for the fiscal quarter ending October 31, 2007 month and (iiiB) on or prior to March 11otherwise, 2008, by the Company shall deliver to tenth Domestic Business Day following the Facility Agent, in form and detail reasonably satisfactory to the Facility Agent and the Lenders, an unaudited condensed consolidated statement last day of earnings before interest and taxes, setting forth in comparative form the figures for the corresponding period in the previous each Fiscal Year, and balance sheet highlights comprised of accounts receivable, inventory and indebtedness, in each case with respect to the Company and its Subsidiaries as of and for the fiscal quarter ending January 31, 2008.Quarter;

Amendment to Section 5.01. Effective as of the Third Amendment and Waiver Effective Date, Section 5.01 of the Credit Agreement hereby is hereby amended by:by deleting the word "and" at the end of paragraph (i) thereof, by deleting paragraphs (a), (b), (c) and (j) thereof, and by adding the following as new paragraphs (a), (b),(c), (j), (k) and (l): (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 available and 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, 2008Year, a consolidated balance sheet of the Company Borrower and the its Consolidated Subsidiaries as at of the end of such Fiscal Year, Year and the related consolidated statements of earningsincome, 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 certified by a report and opinion of an Arthur Andersen XXX or other independent certified public accountant accountants of nationally recognized standing reasonably acceptable standing, with such certification to be unqualified, except for immaterial exceptions not giving rise to qualification, together with statements of income, balance sheets and statements of cash flow for the Required LendersFiscal Year then ended on a consolidating basis by business unit, which report with sufficient balance sheet detail to enable an identification of domestic and opinion shall foreign assets and liabilities, such consolidating statements to be prepared in accordance with generally accepted auditing standards and shall not be certified (subject to any “going concern” or like qualification or exception or any qualification or exception normal year-end adjustments) as to fairness of presentation, GAAP and consistency by the scope of such chief financial statement audit; provided that (i) officer or the requirements of this paragraph shall be deemed satisfied by delivery within the time period specified above of (A) a copy chief accounting officer 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); andBorrower; (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 available and in any event within 45 days after the end of each such fiscal quarter or at such earlier time as the SEC may require the Company to deliver its Form 10-Q (commencing with the fiscal quarter ended October 31, 2006) and (ii) with respect to the fiscal quarters of the Company ending October 31first 3 Fiscal Quarters of each Fiscal Year, 2007 and January 31, 2008, as soon as available, but in any event by March 31, 2008, (A) a consolidated balance sheet of the Company Borrower and the its Consolidated Subsidiaries as at of the end of such quarter Fiscal Quarter and (B) consolidated statements the related statement of earnings income and statement of the Company and its Subsidiaries cash flows for such quarter Fiscal Quarter and (in the case of the second and third quarters) for the portion of the Fiscal Year ending ended at the end of such Fiscal Quarter, together with such quarterstatements of income, balance sheets and a statement statements of cash flows for the portion flow on a consolidating basis by business unit, with sufficient balance sheet detail to enable an identification of the Fiscal Year ending with such quarterdomestic and foreign assets and liabilities, setting forth in each case in comparative form the figures for the corresponding periods in Fiscal Quarter and the corresponding portion of the previous Fiscal Year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein, and certified by a Responsible Officer of the Company as fairly presenting, in all material respects, the financial position of the Company and its Subsidiaries being reported on and their results of operations and cash flows, (subject to the changes resulting from normal year-end adjustments; provided that ) as to fairness of presentation, GAAP and consistency by the chief financial officer or the chief accounting officer of the Borrower, (c) simultaneously with the delivery of each set of financial statements referred to in paragraphs (a) and (b) above, commencing with the second Fiscal Quarter of the 2001 Fiscal Year, a certificate, substantially in the form of Exhibit F (a "Compliance Certificate"), of the chief financial officer, the chief accounting officer or the treasurer of the Borrower (i) setting forth in reasonable detail the requirements of this paragraph shall be deemed satisfied by delivery within calculations required to establish whether the time period specified above of (A) a copy of the Company’s Quarterly Report on Form 10-Q (“Form 10-Q”) prepared Borrower was in compliance with the requirements therefor of Section 5.05, 5.15, 5.16, 5.17, 5.19, 5.20, 5.23, 5.24, 5.27, 5.28 (when applicable) and filed with 5.29 on the SEC or (B) a notice setting forth a written reference to a website that contains date of such Form 10-Q, financial statements and (ii) stating whether any Default exists on or prior to December 10the date of such certificate and, 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 taxesif any Default then exists, setting forth in comparative form the figures for details thereof and the corresponding period in action which the previous Fiscal Year, and balance sheet highlights comprised of accounts receivable, inventory and indebtedness, in each case Borrower is taking or proposes to take with respect to the Company and its Subsidiaries as of and for the fiscal quarter ending October 31, 2007 and (iii) on or prior to March 11, 2008, 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 comparative form the figures for the corresponding period in the previous Fiscal Year, and balance sheet highlights comprised of accounts receivable, inventory and indebtedness, in each case with respect to the Company and its Subsidiaries as of and for the fiscal quarter ending January 31, 2008.thereto;

Amendment to Section 5.01. Effective as of the Third 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 March December 31, 20082007, 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 comparative form the figures for the previous Fiscal Year, and balance sheet highlights comprised of accounts receivable, inventory and indebtedness, in each case with respect to the Company and its Subsidiaries as of and for the Fiscal Year ended July 31, 2007; 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 quarter ending October 31, 2007 and January 31, 20082007), as soon as available, but in any event within 45 days after the end of each such fiscal quarter or at such earlier time as the SEC may require the Company to deliver its Form 10-Q (commencing with the fiscal quarter ended October 31, 2006) and (ii) with respect to the fiscal quarters quarter of the Company ending October 31, 2007 and January 31, 20082007, as soon as available, but in any event by March December 31, 20082007, (A) a consolidated balance sheet of the Company and the Subsidiaries as at the end of such quarter and (B) consolidated statements of earnings of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the Fiscal Year ending with such quarter, and a statement of cash flows for the portion of the Fiscal Year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous Fiscal Year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein, and certified by a Responsible Officer of the Company as fairly presenting, in all material respects, the financial position of the Company and its Subsidiaries being reported on and their results of operations and cash flows, subject to the changes resulting from year-end adjustments; 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 Quarterly Report on Form 10-Q (“Form 10-Q”) prepared in compliance 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-Q, Q and (ii) on or prior to December 10, 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 comparative form the figures for the corresponding period in the previous Fiscal Year, and balance sheet highlights comprised of accounts receivable, inventory and indebtedness, in each case with respect to the Company and its Subsidiaries as of and for the fiscal quarter ending October 31, 2007 and (iii) on or prior to March 11, 2008, 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 comparative form the figures for the corresponding period in the previous Fiscal Year, and balance sheet highlights comprised of accounts receivable, inventory and indebtedness, in each case with respect to the Company and its Subsidiaries as of and for the fiscal quarter ending January 31, 20082007.