Common use of Amendment to Section 5.01 Clause in Contracts

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 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 August 26, 1997), 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, and performance or non-performance by any party under the Credit Agreement, (iii) the execution, delivery or non-performance by any party under any other Loan Document and/or (iv) any aspect of the Plan, and/or (b) any past, present, or future exercise or non-exercise by the Administrative Agent of any right, power and/or remedy against any borrower under the Credit Agreement (and/ or his, her, or its property), any Cash Collateral Deposits (as such term is defined in the September 22, 2000 Agreement), or CIHC (and/or its property). Furthermore, each of the parties hereto hereby (a) confirms that it has requested the Administrative Agent and the Banks to enter into the Agreement and (b) acknowledges that the Administrative Agent and the Banks would not enter into the Agreement in the absence of its reaffirmation of the Reaffirmed Agreements and that the Administrative Agent and the Banks are thus relying upon such reaffirmation. Each of the undersigned represents and warrants that he or she has been properly authorized to execute and deliver this Reaffirmation on behalf of Conseco, CIHC or CDOC, as applicable. Finally, each of the undersigned acknowledge that each of the Administrative Agent, the Banks, and their respective successors and assigns shall be entitled to rely upon this Reaffirmation and that this Reaffirmation is governed by Illinois law. [signatures follow] Very truly yours, CONSECO, INC. By: --------------------------------------------- Name: Title: CIHC, INCORPORATED By: --------------------------------------------- Name: Title: CDOC, INC. By: --------------------------------------------- Name: Title: Schedule I 1. Guaranty, dated November 22, 2000, between Conseco, Inc. as Guarantor and Bank of America, National Association as Administrative Agent 2. Guaranty and Subordination Agreement, dated as of November 22, 2000, made by CIHC, Incorporated, as Guarantor and Subordinated Borrower, Conseco Inc. as Obligor and Subordinated Lender, in favor of Bank of America, National Association as Administrative Agent 3. Amended and Restated Cash Collateral Pledge Agreement, dated as of November 22, 2000, among CDOC, Inc, Bank of America , National Association as Collateral Agent and Bank of America, National Association as Depositary Bank

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 12,562,942 1,562,942 50,000,000 ================================================================================ Exhibit B A 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 to Five Year Credit Agreement, dated March 20, 2002 (the "AgreementAmendment"), 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") and CIHC, Incorporated ("CIHC") Ladies and Gentlemen: Reference is made to the AgreementAmendment. Capitalized terms used herein, unless otherwise defined herein, shall have the meaning assigned thereto in the AgreementAmendment. This letter is intended to constitute the reaffirmation (this "Reaffirmation") of specified documents referenced in the AgreementAmendment, and, as such, is being delivered to satisfy the condition of Section 8.1(e) 3.3 of the AgreementAmendment, which requires a reaffirmation of the agreements listed on Schedule I hereto (the "Reaffirmed Agreements") CIHC Guaranty as a condition to the effectiveness of the AgreementAmendment. This letter is for the benefit of the Administrative Agent and the Banks. Each of CIHC hereby reaffirms the parties hereto hereby reaffirm the Reaffirmed Agreements to which it is a party CIHC Guaranty in each and every respect, including, without limitation, the validity of any and all of its obligations under each of the Reaffirmed Agreements CIHC Guaranty including, without limitation, regardless of: (a) any defense any borrower Conseco 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 Conseco may have under the Credit Agreement (relating to refinancing of certain loans under that certain Five-Year Credit Agreement, dated as of August 26September 25, 1997)1998, as amended, dated as of November 22, 2000, among the persons listed on the signature pages thereto, as BorrowersConseco, 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 22D&O Facilities, 2000 Agreement,or (ii) the execution, delivery, and performance or non-performance by any party under the Credit Agreement, (iii) the execution, delivery or non-performance by any party under any other Loan Document and/or (iv) any aspect of the Plan, and/or (b) any past, present, or future exercise or non-exercise by the Administrative Agent of any right, power and/or remedy against any borrower Conseco under the Credit Agreement (and/ or his, her, or its property), any Cash Collateral Deposits (as such term is defined in the September 22, 2000 Agreement), or CIHC (and/or its property). Furthermore, each of the parties hereto CIHC hereby (a) confirms that it has requested the Administrative Agent and the Banks to enter into the Agreement Amendment and (b) acknowledges that the Administrative Agent and the Banks would not enter into the Agreement Amendment in the absence of its reaffirmation of the Reaffirmed Agreements CIHC Guaranty and that the Administrative Agent and the Banks are thus relying upon such reaffirmation. Each of the The undersigned represents and warrants that he or she has been properly authorized to execute and deliver this Reaffirmation on behalf of Conseco, CIHC or CDOC, as applicableCIHC. Finally, each of the undersigned acknowledge that each of the Administrative Agent, the Banks, and their respective successors and assigns shall be entitled to rely upon this Reaffirmation and that this Reaffirmation is governed by Illinois law. [signatures followsignature follows] Very truly yours, CONSECO, INC. By: --------------------------------------------- Name: Title: CIHC, INCORPORATED By: --------------------------------------------- ------------------------------------- Name: Title: CDOC, INC. ByExhibit B Form of First Stage Amendment and Agreement Re: --------------------------------------------- Name: Title: Schedule I 1. Guaranty199[x] D&O Loans THIS FIRST STAGE AMENDMENT AND AGREEMENT, dated November 22as of March ___, 20002002 (this "Agreement"), between among Conseco, Inc. as Guarantor and ("Conseco"), CDOC, Inc. ("CDOC"), CIHC, Incorporated ("CIHC"), Bank of America, National Association N.A., as administrative agent (in such capacity, the "Administrative Agent 2. Guaranty and Subordination Agreement"), dated as of November 22, 2000, made by CIHC, Incorporated, as Guarantor and Subordinated Borrower, Conseco Inc. as Obligor and Subordinated Lender, in favor of Bank of America, National Association as Administrative Agent 3. Amended and Restated Cash Collateral Pledge Agreement, dated as of November 22, 2000, among CDOC, Inc, Bank of America , National Association as Collateral Agent (in such capacity, the "Collateral Agent") and Bank of America, National Association as Depositary Bank (in such capacity, the "Depositary Bank"), the various financial institutions parties hereto (each a "Bank" and collectively, the "Banks").

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 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., 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 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 August 2621, 19971998), 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, and performance or non-performance by any party under the Credit Agreement, (iii) the execution, delivery or non-performance by any party under any other Loan Document and/or (iv) any aspect of the Plan, and/or (b) any past, present, or future exercise or non-exercise by the Administrative Agent of any right, power and/or remedy against any borrower under the Credit Agreement (and/ or his, her, or its property), any Cash Collateral Deposits (as such term is defined in the September 22, 2000 Agreement), or CIHC (and/or its property). Furthermore, each of the parties hereto hereby (a) confirms that it has requested the Administrative Agent and the Banks to enter into the Agreement and (b) acknowledges that the Administrative Agent and the Banks would not enter into the Agreement in the absence of its reaffirmation of the Reaffirmed Agreements and that the Administrative Agent and the Banks are thus relying upon such reaffirmation. Each of the undersigned represents and warrants that he or she has been properly authorized to execute and deliver this Reaffirmation on behalf of Conseco, CIHC or CDOC, as applicable. Finally, each of the undersigned acknowledge that each of the Administrative Agent, the Banks, and their respective successors and assigns shall be entitled to rely upon this Reaffirmation and that this Reaffirmation is governed by Illinois law. [signatures follow] Very truly yours, CONSECO, INC. By: --------------------------------------------- -------------------------------------- Name: Title: CIHC, INCORPORATED By: --------------------------------------------- -------------------------------------- Name: Title: CDOC, INC. By: --------------------------------------------- -------------------------------------- Name: Title: Schedule I 1. Guaranty, dated November 22, 2000, between Conseco, Inc. as Guarantor and Bank of America, National Association as Administrative Agent 2. Guaranty and Subordination Agreement, dated as of November 22, 2000, made by CIHC, Incorporated, as Guarantor and Subordinated Borrower, Conseco Inc. as Obligor and Subordinated Lender, in favor of Bank of America, National Association as Administrative Agent 3. Amended and Restated Cash Collateral Pledge Agreement, dated as of November 22, 2000, among CDOC, Inc, Bank of America , National Association as Collateral Agent and Bank of America, National Association as Depositary Bank

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 - 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., 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 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 August 2621, 1997), as amended, dated as of November 22, 20001998, 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, and performance or non-performance by any party under the Credit Agreement, (iii) the execution, delivery or non-performance by any party under any other Loan Document and/or (iv) any aspect of the Plan, and/or (b) any past, present, or future exercise or non-exercise by the Administrative Agent of any right, power and/or remedy against any borrower under the Credit Agreement (and/ or his, her, or its property), any Cash Collateral Deposits (as such term is defined in the September 22, 2000 Agreement), or CIHC (and/or its property). Furthermore, each of the parties hereto hereby (a) confirms that it has requested the Administrative Agent and the Banks to enter into the Agreement and (b) acknowledges that the Administrative Agent and the Banks would not enter into the Agreement in the absence of its reaffirmation of the Reaffirmed Agreements and that the Administrative Agent and the Banks are thus relying upon such reaffirmation. Each of the undersigned represents and warrants that he or she has been properly authorized to execute and deliver this Reaffirmation on behalf of Conseco, CIHC or CDOC, as applicable. Finally, each of the undersigned acknowledge that each of the Administrative Agent, the Banks, and their respective successors and assigns shall be entitled to rely upon this Reaffirmation and that this Reaffirmation is governed by Illinois law. [signatures follow] Very truly yours, CONSECO, INC. By: --------------------------------------------- /s/ James S. Adams ------------------------------------ Name: James S. Adams Title: Senxxx Xxxx Xxxxxdent, Chief Accounting Officer and Treasurer CIHC, INCORPORATED By: --------------------------------------------- /s/ William T. Devanney, Jr. ------------------------------------ Name: TitleWilliam T. Devanney, Jr. Xxxxx: Xxxxxx Xxxx Xxxxxdent, Corporate Taxes CDOC, INC. By: --------------------------------------------- /s/ William T. Devanney, Jr. ------------------------------------ Name: TitleWilliam T. Devanney, Jr. Xxxxx: Xxxxxx Xxxx Xxxxxdent, Corporate Taxes Schedule I 1. Guaranty, dated November 22August 21, 20001998, between Conseco, Inc. as Guarantor and Bank of America, National Association as Administrative Agent 2. Guaranty and Subordination Agreement, dated as of November September 22, 2000, made by CIHC, Incorporated, as Guarantor and Subordinated Borrower, Conseco Inc. as Obligor and Subordinated Lender, in favor of Bank of America, National Association as Administrative Agent 3. Amended and Restated Cash Collateral Pledge Agreement, dated as of November 22, 2000, among CDOC, Inc, Bank of America , National Association as Collateral Agent and Bank of America, National Association as Depositary Bank