Exhibit 10.1(c)
AMENDED WAIVER RELATING TO CREDIT AGREEMENT
THIS AMENDED WAIVER ("Waiver") is entered into as of October 22, 2001
between Xxxxxx Xxxx Educators Corporation (the "Borrower") and Bank of America,
N.A. (the "Bank").
WHEREAS, the Borrower and the Bank have entered into a Credit Agreement
dated as of December 31, 1996, as amended from time to time (the "Agreement" );
WHEREAS, the Borrower may not be in compliance under Section 8.2.3 of the
Agreement for the first three quarters ending September 30, 2001 and has
requested that the Bank waive such non-compliance as hereinafter provided;
WHEREAS, the Borrower and the Bank entered into a Waiver dated as of April
16, 2001 and an Amended Waiver dated August 15, 2001 and the parties desire to
amend such Waivers as set forth herein; and
WHEREAS, the Bank desires to waive such non-compliance but only upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and agreements contained
herein, the parties hereto agree as follows:
1. Waiver. The April 16, 2001 Waiver and August 15, 2001 Amended Waiver
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are amended as follows. Subject to the provisions of this Waiver, the Bank
hereby waives the Borrower's failure to maintain the Statutory EBT to Future
Interest Expense Ratio of at least 3.0 as contained in Section 8.2.3 of the
Agreement, for the first three quarters of 2001 ending September 30, 2001 and
only for this period Borrower shall be allowed a ratio of a minimum of 1.40 for
the quarter ending June 30, 2001 and a minimum of .55 for the quarter ending
September 30, 2001, excluding the Texas litigation expenses. Thereafter, such
ratio shall revert to at least 3.0; provided, however, that such waiver shall
not affect the right of the Bank to demand compliance by the Borrower with all
other terms and conditions of the Agreement in all other instances.
2. Condition of Effectiveness. This Waiver shall become effective at such
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time as each party shall have executed a counterpart of this Waiver, and the
Bank shall have received counterparts of this Waiver executed by the Borrower,
or written confirmation of such execution.
3. Effect of Waiver. This Waiver shall be effective only to the extent
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specifically set forth herein and shall not be construed as a waiver of any
breach or default other than those specifically waived herein nor as a waiver of
any breach or default of which the Bank has not been informed by the Borrower.
All other terms and conditions of the Agreement remain in full force and effect.
4. Execution in Counterparts. This Waiver may be executed in any number
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of counterparts and by the different parties hereto in separate counterparts,
each of which when so
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executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same instrument.
5. Headings. Section headings in this Waiver are included for convenience
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of reference only and shall not constitute a part of this Waiver for any other
purpose.
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IN WITNESS WHEREOF, the parties have caused this Waiver to be executed by
their respective officers or agent thereunto duly authorized, as of the date
first above written.
XXXXXX XXXX EDUCATORS
CORPORATION
Borrower
By /s/ Xxxxx X. Xxxxxxx
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Title EVP/CFO
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BANK OF AMERICA, N.A.
By /s/ Xxxxx Xxxxxx
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Title Vice President
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