FORM OF BORROWER SHARED PLEDGE AGREEMENT
dated as of August 31, 1995
between
CONSECO, INC.
and
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Administrative Agent
BORROWER SHARED PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT (this "Agreement"), dated as of August
31, 1995, is made between Conseco, Inc., an Indiana corporation (herein, called
the "Pledgor"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
Administrative Agent for the Banks (each as hereinafter defined) and the holders
of the Senior Notes (as hereinafter defined) (the "Administrative Agent"). This
is the Borrower Shared Pledge Agreement referred to in that certain Credit
Agreement (as from time to time, in whole or in part, amended, modified,
supplemented, restated, refinanced, refunded or renewed, the "Credit
Agreement"), dated as of August 31, 1995, among the Pledgor, the financial
institutions who are or from time to time become party thereto (the "Banks"),
The Chase Manhattan Bank, N.A. and First Union National Bank of North Carolina,
as Documentation Agents for the Banks, The Bank of New York, The Bank of Tokyo
Trust Company, Credit Lyonnais Cayman Island Branch, Deutsche Bank AG, New York
Branch, Dresdner Bank, ING Capital Corporation, The Long-Term Credit Bank of
Japan, Ltd., Chicago Branch, NationsBank of Georgia, N.A., Shawmut Bank
Connecticut, N.A. and Societe Generale, as Managing Agents for the Banks, and
Bank of America National Trust and Savings Association, as Administrative Agent
for the Banks.
BACKGROUND:
1. Pursuant to the terms of the Credit Agreement, the Banks
have agreed to make certain Loans (as hereinafter defined) to the Pledgor which
shall be used by the Pledgor as provided in the Credit Agreement.
2. As security for the Loans and as a condition precedent to
the making thereof, the Banks have required that the Pledgor execute and deliver
this Agreement.
3. Pursuant to the Section 10.7 of (a) the Indenture dated as
of February 18, 1993 between the Pledgor and Shawmut Bank Connecticut, National
Association, as trustee (as the same may be amended or modified, the "Conseco
Indenture"), and (b) the Indenture dated as of December 15, 1994 between CCP
Insurance, Inc. ("CCPI") and LTCB Trust Company, as trustee (as the same may be
amended of modified, the "CCPI Indenture", and together with the Conseco
Indenture, collectively called, the "Indentures"), subject to certain
exceptions, neither the Pledgor nor any Significant Subsidiary (as defined in
the Indentures) may incur, issue, assume or guarantee any indebtedness secured
by a lien on any property or assets of the Pledgor or any Significant
Subsidiary, or any shares of capital stock of any Significant Subsidiary,
without providing that the Senior Notes (the "Senior Notes") issued pursuant to
the Indentures shall be secured equally and ratably with (or prior to) such
indebtedness.
NOW, THEREFORE, in consideration of any Loan or other
financial accommodation heretofore or hereafter at any time made or granted by
the Banks to the Pledgor and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Pledgor agrees
with the Administrative Agent, for the benefit of the Banks and the holders of
the Senior Notes, that:
SECTION 1 Definitions. Capitalized terms used herein, unless
otherwise specified, shall have the meanings assigned thereto in the Credit
Agreement; provided that such definitions shall survive any termination of the
Credit Agreement. In addition, when used herein the following terms shall have
the following meanings:
"BLHC" shall mean Bankers Life Holding Corporation, a Delaware
corporation.
"CCPI" - see Preamble.
"CCPI Indenture" - see Preamble.
"Collateral" - see Section 2.
"Conseco Indenture" - see Preamble.
"Indemnified Liabilities" - see Section 7(b)(vi).
"Indentures" - see Preamble.
"Issuer" shall mean each Wholly-Owned Subsidiary, BLHC and any
other Person which is the issuer of any capital stock or Securities or
other Collateral pledged hereunder.
"JNL-TX" shall mean Jefferson National Life Insurance Company
of Texas, a Texas corporation.
"Permitted Actions" - see Section 5(b).
"Pledged Shares" - see Section 2.
"Pledged Surplus Debentures" - see Section 2.
"Secured Obligations" shall mean (a) the CCPI Senior Note
Obligations (as defined in the Credit Agreement), (b) the Conseco
Senior Note Obligations (as defined in the Credit Agreement), and (c)
the Liabilities.
"Secured Obligee" shall mean, collectively, (a) with respect
to the CCPI Senior Note Obligations, the holders of the Senior Notes
under the CCPI Indenture (or their representative), (b) with respect to
the Conseco Senior Note Obligations, the holders of the Senior Notes
under the Conseco Indenture (or their representative), and (c) with
respect to the Liabilities, the Banks or Administrative Agent.
"Securities" shall mean securities (whether debt or equity)
issued by each Issuer (to the extent permitted by the Applicable
Insurance Code and other than obligations of each Issuer pursuant to
the Servicing Agreements and insurance policies or other insurance
products which may constitute securities) including, without
limitation, the common and preferred stock, partnership units and
participations, notes, bonds, debentures, trust receipts and other
obligations or instruments, including debt instruments and tax-exempt
securities of each Issuer (including, without limitation, warrants,
rights tied to earnings, put and call options and other options
relating thereto or any combination thereof), or any instruments
convertible into any of the foregoing.
"Uniform Commercial Code" shall mean the Uniform Commercial
Code as in effect from time to time in the State of Illinois.
"Wholly-Owned Subsidiaries" shall mean, collectively, each
Person listed on Schedule 1 hereto and any other Person in which (other
than directors' qualifying shares required by law) 100% of the capital
stock or other ownership interests is owned, beneficially and of
record, by such Person, or by one or more of other Wholly-Owned
Subsidiaries, or both; provided that such Person, if not a direct
wholly-owned subsidiary of the Pledgor, is a Significant Subsidiary of
the Pledgor.
SECTION 2 Pledge. To secure the prompt and complete payment
and performance of the Secured Obligations, the Pledgor hereby grants, pledges,
hypothecates, assigns, transfers, sets over and delivers unto the Administrative
Agent, for the benefit of the Banks and the holders of the Senior Notes, a Lien
on the following (herein collectively called the "Collateral"):
(a) the shares of capital stock of each Issuer and all other
Securities, if any, described in Schedule 2 hereto, whether in
certificated form or otherwise, including the certificates representing
or evidencing such shares of capital stock or other Securities (herein
called the "Pledged Shares"), together with all cash, securities,
interests, dividends, rights, notes, instruments and other property
from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such Pledged Shares;
(b) all additional shares of capital stock of each Issuer and
other Securities from time to time acquired by the Pledgor in any
manner including, without limitation, any uncertificated Securities
(which additional shares of capital stock and Securities shall
constitute a part of, and be, "Pledged Shares"), and, in the case of
certificated Securities, the certificates representing or evidencing
such additional shares, together with all cash, securities, interest,
dividends, rights, notes, instruments and other property at any time
and from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such additional shares;
(c) the Surplus Debenture in respect of indebtedness to the
Pledgor issued by JNL-TX and listed in Schedule 3 hereto (herein called
the "Pledged Surplus Debentures") together with all cash, securities,
interests, rights, debentures, notes, instruments and other property at
any time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged
Surplus Debentures;
(d) all additional surplus debentures acquired from time to
time by the Pledgor, directly or indirectly, in any manner and issued
by any Insurance Subsidiary (which additional surplus debentures shall
constitute a part of, and each being a, "Pledged Surplus Debenture"),
together with all cash, securities, interests, rights, debentures,
notes, instruments and other property at any time and from time to time
received, receivable or otherwise distributed in respect of or in
exchange for any and all of such additional surplus debentures;
(e) all other property hereafter delivered to the
Administrative Agent in substitution for or in addition to any of the
foregoing, and all certificates and instruments representing or
evidencing such other property, together with all cash, securities,
interest, dividends, rights and other property at any time and from
time to time received, receivable or otherwise distributed in respect
of or in exchange for any or all thereof; and
(f) all proceeds, rents, issues, profits and returns of and
from all of the foregoing;
TO HAVE AND TO HOLD the Collateral, together with all rights, titles, interests,
privileges and preferences appertaining or incidental thereto, unto the
Administrative Agent, its successors and assigns, for the benefit of the Banks
and the holders of the Senior Notes, forever; subject, however, to the terms,
covenants and conditions hereafter set forth.
Notwithstanding any provision herein to the contrary, neither
the Pledged Shares nor any of the other Collateral pledged hereunder shall
include any stock or other Securities, to the extent the acquisition of such
stock or other Securities is financed under the Credit Agreement or the Existing
Conseco Credit Agreements permitted by Section 10.7 of the Indentures or such
stock or other Securities are otherwise excepted or exempted from the provisions
of Section 10.7 of the Indentures, all of which such stock or other Securities
are expressly excluded from the Lien of the Administrative Agent created
hereunder.
The Pledgor agrees to deliver to the Administrative Agent,
promptly upon receipt and in the case of the Pledged Shares in due form for
transfer (i.e., endorsed in blank accompanied by undated stock or bond powers
executed in blank or registered on the books of the applicable Issuer) and,
subject to the provisions of Section 6 hereof, any Collateral which may at any
time or from time to time be in or come into possession or control of the
Pledgor; and prior to the delivery thereof to the Administrative Agent, such
Collateral shall be held by the Pledgor separate and apart from its other
property and in express trust for the Administrative Agent, for the benefit of
the Banks and the holders of the Senior Notes.
SECTION 3 Representations, Warranties and Covenants.
(a) The Pledgor represents and warrants to the Administrative
Agent, for the benefit of the Banks and the holders of the Senior Notes, that:
(i) the authorized and outstanding capital stock of, and the information as to,
each Issuer set forth in Schedule 4 is true and accurate in all respects, (ii)
except for Liens, claims and rights of third parties arising solely through acts
of the Administrative Agent, the Administrative Agent has and will continue to
have at all times as security for the Secured Obligations, for the benefit of
the Banks and the holders of the Senior Notes, a valid, first priority perfected
Lien on the Collateral and the proceeds thereof free of all Liens (except for
the Lien granted hereunder), claims and rights of third parties whatsoever;
(iii) all of the Pledged Shares and other Securities representing shares of
stock pledged under this Agreement are evidenced by certificates, and the
Pledgor has delivered to the Administrative Agent for the benefit of the Banks
and the holders of the Senior Notes for pledge under this Agreement on the date
hereof all of the certificates representing all such Pledged Shares and other
Securities; (iv) the Pledged Shares represent and will continue to represent all
of the issued and outstanding capital stock and other Securities of each of the
Wholly-Owned Subsidiaries and all of the issued and outstanding capital stock of
BLHC owned by the Pledgor (other than the capital stock of BLHC pledged under
the Borrower Non-Shared Pledge Agreement); (v) the Pledged Shares of BLHC
represent and will continue to represent all of the shares of BLHC owned by the
Pledgor, the acquisition of which has been financed neither under the Credit
Agreement nor the Existing Conseco Credit Agreements; and (vi) the Pledgor will,
at all times, keep pledged to the Administrative Agent, for the benefit of the
Banks and the holders of the Senior Notes, pursuant hereto all of the capital
stock, surplus debentures and other Securities of (A) each of the Wholly-Owned
Subsidiaries, and (B) BLHC (which capital stock, surplus debentures and other
Securities (other than the capital stock of BLHC pledged under the Borrower Non-
Shared Pledge Agreement) are owned by the Pledgor). The Pledgor agrees to
endorse and deliver to the Administrative Agent for pledge hereunder, promptly
upon its obtaining any thereof, any additional Collateral and to hold such
Collateral, pending such delivery, in trust for the Administrative Agent, for
the benefit of the Banks and the holders of the Senior Notes, separate and
distinct from any other property of the Pledgor. As of the date of any such
delivery of additional Securities, surplus debentures, certificates or
instruments to the Administrative Agent, for the benefit of the Banks and the
holders of the Senior Notes, the Pledgor represents and warrants that (1) it
will own such Securities, surplus debentures, certificates and instruments free
and clear of any rights of any other Person (other than the rights created in
the Administrative Agent hereunder), (2) it will have good and marketable title
to said Securities, surplus debentures, certificates and instruments and have
the right to pledge such Securities, surplus debentures, certificates and
instruments to the Administrative Agent, for the benefit of the Banks and the
holders of the Senior Notes, pursuant to this Agreement, (3) it will have
pledged to the Administrative Agent, for the benefit of the Banks and the
holders of the Senior Notes, as at such date, all of the capital stock, surplus
debentures and other Securities of (A) each of the Wholly-Owned Subsidiaries and
(B) BLHC (which capital stock, surplus debentures and other Securities are owned
by the Pledgor, other than shares of BLHC which pursuant to Sections 10.7(iv)
and/or 10.7(vii) of the Indentures have been pledged to secure the financing of
the acquisition of such shares), and (4) the Administrative Agent, for the
benefit of the Banks and the holders of the Senior Notes, has a valid, first
priority perfected Lien on said Securities, certificates or instruments and the
proceeds thereof free of all Liens, claims and rights of third parties
whatsoever. All documentary, stamp and other taxes and fees owing in connection
with the issuance, transfer and/or pledge of the Pledged Shares, the Pledged
Surplus Debentures and other Securities, certificates or instruments pledged
hereunder have been paid and will hereafter be paid by the Pledgor as such
become due and payable.
(b) The Pledgor further represents and warrants to the
Administrative Agent, for the benefit of the Banks and the holders of the Senior
Notes, that it is the lawful owner of the Collateral, free of all Liens, other
than the Lien granted hereunder, with full right to deliver, pledge, assign and
transfer such Collateral to the Administrative Agent, for the benefit of the
Banks and the holders of the Senior Notes, as Collateral hereunder. The pledge
of the Collateral effected by this Agreement is effective to vest in the
Administrative Agent, for the benefit of the Banks and the holders of the Senior
Notes, the rights of the Administrative Agent in the Collateral set forth
herein.
(c) The Pledgor further represents and warrants to the
Administrative Agent, for the benefit of the Banks and the holders of the Senior
Notes, that the Pledged Surplus Debentures constitute and will continue to
constitute all of the surplus debentures issued by JNL-TX and/or any other
Insurance Subsidiary (other than those existing on the date hereof and listed on
Schedule 5).
(d) The Pledgor additionally represents and warrants to the
Administrative Agent, for the benefit of the Banks and the holders of the Senior
Notes, that (i) each of the Pledgor and its Subsidiaries is a corporation or
partnership duly organized or formed, validly existing and in good standing
under the laws of its state of incorporation or formation, (ii) the execution
and delivery of this Agreement and the performance by the Pledgor of its
obligations hereunder are within its corporate powers, have been duly authorized
by all necessary corporate action (including, without limitation, shareholder
approval if required), (iii) each of the Pledgor and its Subsidiaries has
received all material governmental consents and approvals (if any shall be
required) necessary for such execution, delivery and performance (except
governmental consents required by any Applicable Insurance Code to foreclose on
the Pledged Shares or Pledged Surplus Debentures), and such execution, delivery
and performance do not and will not contravene or conflict with, result in any
breach of, or constitute a default under, any material agreement or instrument
binding on it or result in the creation or imposition of or the obligation to
create or impose any Lien (except for the Lien permitted hereunder) and (iv)
this Agreement is the legal, valid and binding obligation of the Pledgor,
enforceable against the Pledgor in accordance with its terms, except to the
extent such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws affecting
the enforcement of creditors' rights generally and by the effect of general
principles of equity (regardless of whether enforceability is considered in a
proceeding in equity (including, without limitation, good faith, materiality and
reasonableness) or at law).
(e) The Pledgor additionally covenants and agrees with the
Administrative Agent that, until the expiration or termination of the
Commitments and thereafter so long as any of the Liabilities remain outstanding,
the Pledgor will, unless the Administrative Agent and the Required Banks, for
the benefit of the Banks and the holders of the Senior Notes, shall otherwise
consent in writing:
(i) at the Pledgor's sole expense, promptly deliver to the
Administrative Agent, from time to time upon request of the
Administrative Agent or the Required Banks, such stock powers and other
documents (including UCC financing statements), satisfactory in form
and substance to the Administrative Agent, with respect to the
Collateral as the Administrative Agent or the Required Banks may
reasonably request, to perfect, preserve and protect the Lien created
hereby, and to enable the Administrative Agent to enforce its rights
and remedies hereunder;
(ii) not permit any of the Collateral to be evidenced by
uncertificated Securities; provided, however, that should for
whatsoever reason any of the Collateral become evidenced by
uncertificated Securities, the Pledgor shall automatically, without
request by the Administrative Agent, forthwith (A) notify the
Administrative Agent thereof, (B) cause the books and records of the
Issuer of such Securities to contain a notation of the Lien of the
Administrative Agent, for the benefit of the Banks and the holders of
the Senior Notes, thereon, and (C) take such other action as the
Administrative Agent shall reasonably request so that the
Administrative Agent shall have at all times as security for the
Secured Obligations, for the benefit of the Banks and the holders of
the Senior Notes, a valid, first priority perfected Lien on the
Collateral and the proceeds thereof free of all Liens (except for the
Lien granted hereunder), claims and rights of third parties whatsoever;
and
(iii) except as otherwise may be permitted by the Credit
Agreement and the Indentures, (A) not sell, assign, exchange, pledge or
otherwise dispose of or transfer any of its rights to any of the
Collateral, (B) not create or suffer to exist any Lien on or with
respect to any of the Collateral except for the Lien created hereby,
(C) not make or consent to any amendment or other modification or
waiver with respect to any of the Collateral, or enter into any
agreement or permit to exist any restriction with respect to any of the
Collateral other than pursuant hereto, and (D) not take or fail to take
any action which would in any manner impair the enforceability of the
Administrative Agent's Lien, for the benefit of the Banks and the
holders of the Senior Notes, on any of the Collateral.
(f) Notwithstanding anything contained in this Section 3 to
the contrary, the Borrower agrees and acknowledges that it shall fully comply
with its duties and obligations under the terms of the Indentures, and nothing
contained in the foregoing shall be deemed to be a waiver or amendment of any
provision contained therein.
SECTION 4 Care of Collateral. The Administrative Agent shall
exercise reasonable care in the custody and preservation of the Collateral. In
addition, the Administrative Agent shall be deemed to have exercised reasonable
care in the custody and preservation of the Collateral if it takes such action
for that purpose as the Pledgor requests in writing, but failure of the
Administrative Agent to comply with any such request shall not of itself be
deemed a failure to exercise reasonable care, and no failure of the
Administrative Agent to preserve or protect any rights with respect to the
Collateral against prior or other parties, or to do any act with respect to
preservation of the Collateral not so requested by the Pledgor, shall be deemed
a failure to exercise reasonable care in the custody or preservation of the
Collateral.
SECTION 5 Certain Rights Regarding Collateral and Secured
Obligations.
(a) Subject to Sections 5(c) and 6 hereof the Administrative
Agent may, and upon the request of the Required Banks shall, from time to time,
after the occurrence and during the continuance of a Default pursuant to Section
12.1.3 of the Credit Agreement as to the Pledgor or an Event of Default, without
notice to the Pledgor, (i) transfer all or any part of the Collateral into the
name of the Administrative Agent or its nominee or sub-agent, with or without
disclosing that such Collateral is subject to the Lien hereunder, (ii) notify
any Person obligated on any of the Collateral to make payment to the
Administrative Agent of any amounts due or to become due thereunder, and (iii)
enforce collection of any of the Collateral by suit or otherwise.
(b) If at any time any Secured Obligee takes any or all of the
Permitted Actions (as hereinafter defined) whether such actions are taken before
or after any of the Secured Obligations shall be due and payable and without
notice to the Pledgor, such actions shall not affect the enforceability of this
Agreement. A Secured Obligee shall have taken a "Permitted Action" if it shall
(to the extent permitted by the Credit Agreement and the other Loan Documents):
(i) retain or obtain a Lien upon any property to secure payment and performance
of any of the Secured Obligations of such Secured Obligee or any obligation
hereunder, (ii) retain, obtain or release the primary or secondary obligation of
any Person, in addition to the Pledgor, with respect to one or more of the
Secured Obligations of such Secured Obligee, (iii) create, extend or renew for
any periods (whether or not longer than the original period) or alter or
exchange any of the Secured Obligations of such Secured Obligee, or release or
compromise any obligation of any nature of any Person with respect to any of the
Secured Obligations of such Secured Obligee, (iv) release or fail to perfect its
Lien upon, or impair, surrender, release or permit any substitution or exchange
for, all or any part of any property securing any of the Secured Obligations of
such Secured Obligee or any obligation hereunder, or create, extend or renew for
one or more periods (whether or not longer than the original period) or release,
compromise, alter or exchange any obligations of any nature of any Person with
respect to any such property or (v) resort to the Collateral for payment of any
of the Secured Obligations whether or not the Administrative Agent (A) shall
have resorted to any other property securing any of the Secured Obligations or
any obligation hereunder or (B) shall have proceeded against any Person
primarily or secondarily obligated with respect to any of the Secured
Obligations (all of the actions referred to in preceding clauses (A) and (B)
being hereby expressly waived by the Pledgor).
(c) The Administrative Agent shall have no right to vote the
Pledged Shares or other Collateral or give consents, waivers or ratifications in
respect thereof prior to the occurrence and during the continuance of a Default
pursuant to Section 12.1.3 of the Credit Agreement as to the Pledgor or an Event
of Default. After the occurrence and during the continuance of a Default
pursuant to Section 12.1.3 of the Credit Agreement as to the Pledgor or an Event
of Default, the Pledgor shall have the right to vote any and all of the Pledged
Shares and other Collateral and give consents, waivers and ratifications in
respect thereof unless and until it receives notice from the Administrative
Agent that such right has been terminated. The Pledgor agrees to deliver
(properly endorsed when required) to the Administrative Agent, after a Default
pursuant to Section 12.1.3 of the Credit Agreement as to the Pledgor or an Event
of Default shall have occurred and shall be continuing, promptly upon request of
the Administrative Agent, such proxies and other documents as may be necessary
for the Administrative Agent to exercise the voting power with respect to the
Pledged Shares and other Collateral then or previously owned by the Pledgor.
SECTION 6 Dividends, etc.
(a) So long as no Default pursuant to Section 12.1.3 of the
Credit Agreement as to the Pledgor or an Event of Default shall have occurred
and shall be continuing:
(i) Subject to the provisions of the Credit Agreement and
notwithstanding the provisions of Section 2(a) of this Agreement, the
Pledgor shall be entitled to receive any and all cash dividends and
payments on the Collateral which it is otherwise entitled to receive,
but any and all Securities and/or liquidating dividends, payments,
distributions in property, returns of capital made on or in respect of
the Collateral, whether resulting from a subdivision, combination,
reclassification or conversion of the outstanding capital stock or
other Securities of any or all of the Issuers or received in exchange
for the Collateral or any part thereof, or as a result of any merger,
consolidation, acquisition or other exchange of assets to which any or
all of the Issuers may be a party or otherwise, and any and all cash
and other property received in exchange for any Collateral shall be and
become part of the Collateral pledged hereunder and, if received by the
Pledgor, shall forthwith be delivered to the Administrative Agent or
its designated nominee (accompanied, if appropriate, by proper
instruments of assignment and/or stock powers executed by the Pledgor
in accordance with the Administrative Agent's instructions) to be held
subject to the terms of this Agreement, and, until delivery to the
Administrative Agent, such Collateral shall be held by the Pledgor
separate and apart from its other property in trust for the
Administrative Agent, for the benefit of the Banks and the holders of
the Senior Notes.
(ii) If the Collateral or any part thereof shall have been
registered in the name of the Administrative Agent or its sub-agent,
the Administrative Agent shall execute and deliver (or cause to be
executed and delivered) to the Pledgor all such dividend orders and
other instruments as the Pledgor may request for the purpose of
enabling the Pledgor to receive the dividends or other payments which
it is authorized to receive and retain pursuant to Section 6(a)(i)
above.
(b) Upon the occurrence and during the continuance of a
Default pursuant to Section 12.1.3 of the Credit Agreement as to the Pledgor or
an Event of Default, all rights of the Pledgor pursuant to Section 6(a)(i)
hereof shall cease and the Administrative Agent shall have the sole and
exclusive right and authority to receive and retain the dividends and other
payments in respect of the Collateral which the Pledgor would otherwise be
authorized to retain. All such dividends and payments, and all other
distributions made on or in respect of the Collateral which may at any time and
from time to time be held by the Pledgor, shall, until delivery to the
Administrative Agent, be held by the Pledgor separate and apart from its other
property in trust for the Administrative Agent, for the benefit of the Banks and
the holders of the Senior Notes. Any and all money and other property paid over
to or received by the Administrative Agent pursuant to the provisions of this
paragraph (b) shall be retained by the Administrative Agent as additional
Collateral hereunder and be applied in accordance with the provisions hereof.
SECTION 7 Default.
(a) Upon the occurrence and during the continuance of a
Default pursuant to Section 12.1.3 of the Credit Agreement as to the Pledgor or
an Event of Default, the Administrative Agent may exercise from time to time any
rights and remedies available to it under the Credit Agreement, the Uniform
Commercial Code or the other Loan Documents or otherwise available to it,
including, without limitation, sale, assignment, or other disposal of the
Collateral in exchange for cash or credit. If any notification of intended
disposition of any of the Collateral is required by law, such notification, if
mailed, shall be deemed reasonably and properly given if mailed to the Pledgor
at least ten (10) days before such disposition as provided in Section 15.3 of
the Credit Agreement. Any proceeds of any disposition of Collateral shall be
applied as provided in Section 8 hereof. No rights and remedies of the
Administrative Agent expressed hereunder are intended to be exclusive of any
other right or remedy, but every such right or remedy shall be cumulative and
shall be in addition to all other rights and remedies herein conferred, or
conferred upon the Administrative Agent under any other agreement or instrument
relating to any of the Secured Obligations or security therefor or now or
hereafter existing at law or in equity or by statute. No delay on the part of
the Administrative Agent in the exercise of any right or remedy shall operate as
a waiver thereof, and no single or partial exercise by the Administrative Agent
of any right or remedy shall preclude any other or further exercise thereof or
the exercise of any other right or remedy.
(b)(i) The Pledgor agrees that in any sale of any of the
Collateral, the Administrative Agent is authorized to comply with any limitation
or restriction in connection with such sale as counsel may advise the
Administrative Agent is necessary in order to avoid any violation of applicable
law (including, without limitation, compliance with such procedures as may
restrict the number of prospective bidders and purchasers, require that such
prospective bidders and purchasers have certain qualifications, and restrict
such prospective bidders and purchasers to persons who will represent and agree
that they are purchasing for their own account for investment and not with a
view to the distribution or resale of such Collateral), or in order to obtain
any required approval of the sale or of the purchaser by any governmental
regulatory authority or official, and the Pledgor further agrees that such
compliance shall not result in such sale being considered or deemed not to have
been made in a commercially reasonable manner, nor shall the Administrative
Agent or any Secured Obligee be liable or accountable to the Pledgor for any
discount allowed by reason of the fact that such Collateral is sold in
compliance with any such limitation or restriction.
(ii) Without limiting the rights of the Administrative Agent
under any other provision of this Agreement, and in addition thereto, the
Pledgor agrees that, to the maximum extent permitted by law, after a Default
pursuant to Section 12.1.3 of the Credit Agreement as to the Pledgor or an Event
of Default shall have occurred and shall be continuing, upon written request
from the Administrative Agent, the Pledgor shall or shall cause any or all of
the Issuers, as the case may be, to prepare, file and cause to become effective
promptly, registration statements complying with the Securities Act of 1933, as
amended, for the public sale of such of the Collateral as the Administrative
Agent may elect, and to take comparable action to permit such sales under the
securities laws of such jurisdictions as the Administrative Agent may designate.
The Pledgor further agrees to cause any or all of the Issuers, as the case may
be, to enter into and perform its obligations under one or more underwriting
agreements in connection therewith, containing customary representations,
warranties, covenants and indemnities and contribution provisions if requested
by the Administrative Agent. If such registration statements are filed, the
Pledgor agrees to cause any or all of the Issuers, (A) to keep any such
registration statement and related prospectus current and in compliance with
applicable federal and state securities laws so long as required to satisfy
applicable prospectus delivery requirements and (B) at the request of the
Administrative Agent at any time after the effective date of any such
registration statement, to use reasonable efforts to file post-effective
amendments to such registration statement so that the Administrative Agent's
sales of Pledged Shares or other Collateral will be covered by a current
prospectus and can be made in compliance with all applicable federal and state
securities laws.
(iii) The Pledgor further agrees, after a Default pursuant to
Section 12.1.3 of the Credit Agreement as to the Pledgor or an Event of Default
shall have occurred and shall be continuing, and upon written request from the
Administrative Agent, to (A) deliver, and cause any or all of the Issuers to
deliver, to the Administrative Agent such information as the Administrative
Agent shall reasonably request for inclusion in any registration statement,
prospectus or offering memorandum or in any preliminary prospectus or
preliminary offering memorandum or any amendment or supplement to any thereof or
in any other writing prepared in connection with the offer, sale or resale of
all or any portion of the Pledged Shares or other Collateral, which information
shall not contain any untrue statement of a material fact or omit to state a
material fact required to be stated or necessary to make such information not
misleading, and (B) do or cause to be done all such other acts and things as may
be necessary to make such offer, sale or resale of all or any portion of the
Pledged Shares or other Collateral valid and binding and in compliance with any
and all applicable laws, regulations, orders, writs, injunctions, decrees or
awards of any and all courts, arbitrators or governmental agencies or
instrumentalities, domestic or foreign, having jurisdiction over any such offer,
sale or resale.
Without limiting the foregoing paragraph, if the
Administrative Agent decides to exercise its right to sell all or any of the
Pledged Shares or other Collateral, upon written request, the Pledgor shall
furnish or cause to be furnished to the Administrative Agent all such
information as the Administrative Agent may request in order to qualify such
Pledged Shares or other Collateral as exempt securities, or the sale or resale
of such Pledged Shares or other Collateral as exempt transactions, under federal
and state securities laws. The Pledgor agrees to allow, and to cause any or all
of the Issuers to allow, upon request by the Administrative Agent, the
Administrative Agent and any underwriter access at reasonable times and places
to the books, records and premises of any or all of the Issuers; the Pledgor
further agrees to assist, and cause the Issuers to assist, the Administrative
Agent, any underwriter, any agent of any thereof, and any counsel, accountant or
other expert for any thereof, in inspection, evaluation, and any other "due
diligence" action of or with respect to any such books, records and premises;
and the Pledgor further agrees to cause any independent public accountant for
any or all of the Issuers to furnish a letter to the Administrative Agent and
the underwriters in customary form and covering matters of the type customarily
covered by letters of accountants for issuers to underwriters.
(iv) The Pledgor, upon the occurrence and during the
continuance of a Default under Section 12.1.3 of the Credit Agreement as to the
Pledgor or an Event of Default, further agrees that the Administrative Agent
shall have the right, for and in the name, place and stead of the Pledgor to
execute endorsements, assignments, stock powers and other instruments of
conveyance or transfer with respect to all or any of the Collateral, and may,
without demand, presentment or notice of any kind appropriate and apply toward
the payment of the Secured Obligations in order of application set forth in
Section 8 any balances, credits, deposits, accounts or monies of the Pledgor
held by the Administrative Agent.
(v) Without limiting the foregoing paragraph, upon the
occurrence and during the continuance of a Default pursuant to Section 12.1.3 of
the Credit Agreement as to the Pledgor or an Event of Default, the
Administrative Agent may, to the fullest extent permitted by applicable law,
without notice, advertisement, hearing or process of law of any kind, (A) sell
any or all of the Collateral, free of all rights and claims of the Pledgor
therein and thereto at any public or private sale or brokers' board, and (B) bid
for and purchase any or all of the Collateral at any such public sale free from
rights of redemption, stay or appraisal of the Pledgor.
(vi) The Pledgor further agrees to indemnify and hold harmless
the Administrative Agent, the holders of the Senior Notes and the Banks and each
of their respective officers, directors, employees, agents, successors and
assigns, and any Person in control of any thereof, from and against any loss,
liability, claim, damage and expense, including, without limitation, reasonable
attorneys' fees actually incurred (in this paragraph collectively called the
"Indemnified Liabilities"), under federal and state securities laws or otherwise
insofar as such loss, liability, claim, damage or expense was caused by any
untrue statement or alleged untrue statement of a material fact contained in any
registration statement, any preliminary prospectus or the prospectus, or was
caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages or liabilities were
caused by any such untrue statement or omission or alleged untrue statement or
omission based upon information relating to the Administrative Agent furnished
to the Pledgor in writing by the Administrative Agent expressly for use therein,
such indemnification to remain operative regardless of any investigation made by
or on behalf of the Administrative Agent or any successors thereof, or any
Person in control of any thereof. In connection with a public sale or other
distribution, the Pledgor will provide customary indemnification to any
underwriters, their respective successors and assigns, their respective officers
and directors and each Person who controls any such underwriter (within the
meaning of the Securities Act of 1933, as amended). If and to the extent that
the foregoing undertakings in this paragraph may be unenforceable for any
reason, the Pledgor agrees to make the maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities which is permissible under
applicable law. The obligations of the Pledgor under this Section 7(b)(vi) shall
survive any termination of this Agreement.
(vii) The Pledgor and the Administrative Agent acknowledge
that the commissioners or departments of insurance of various states under all
applicable insurance laws, rules and regulations may have to consent to or
approve any such sale, transfer or other disposition of the Collateral and the
terms and conditions thereof. The Pledgor hereby waives and agrees not to assert
against the Administrative Agent or any Secured Obligee any claim that any such
sale, transfer or other disposition hereunder, or the terms or conditions
thereof, were not commercially reasonable because of any provision of any such
insurance law, rule or regulation or any matter related thereto.
SECTION 8 Application of Proceeds. All of the proceeds from
the sale or disposition of any item of the Collateral pursuant to the terms of
Section 7 hereof and/or, after a Default pursuant to Section 12.1.3 of the
Credit Agreement as to the Pledgor or an Event of Default, the cash held as
Collateral hereunder, shall be applied by the Administrative Agent pursuant to
Section 6.2(b) of the Credit Agreement.
SECTION 9 Authority of the Administrative Agent. The
Administrative Agent shall have, and be entitled to exercise, all such powers
hereunder (to the extent permitted by the Credit Agreement) as are specifically
delegated to the Administrative Agent by the terms hereof, together with such
powers as are incidental thereto, for the benefit of the Banks and the holders
of the Senior Notes. As to matters not expressly provided for by this Pledge
Agreement (including, without limitation, enforcement or collection of this
Pledge Agreement) the Administrative Agent shall not be required to exercise any
discretion, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Banks (without instructions from the holders of the Senior Notes or
any representative thereof) and such instructions shall be binding upon all
Banks and all holders of the Senior Notes and their representatives. The
Administrative Agent may execute any of its duties hereunder by or through
agents or employees and shall be entitled to retain counsel and to act in
reliance upon the reasonable advice of such counsel concerning all matters
pertaining to its duties hereunder. Neither the Administrative Agent, the
holders of the Senior Notes, the Banks nor any director, officer or employee
thereof shall be liable for any action taken or omitted to be taken by it
hereunder or in connection herewith, except for its own gross negligence or
willful misconduct. Without limiting the generality of the foregoing, the
Administrative Agent shall not be responsible to any Bank or any holder of a
Senior Note for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Pledge Agreement or any other Loan
Document or other support or security (including the validity, priority or
perfection of any Lien), or any other document furnished in connection with any
of the foregoing; provided that notwithstanding the foregoing, the
Administrative Agent shall comply with Section 4. The Pledgor agrees to
reimburse the Administrative Agent, on demand, for all reasonable costs and
expenses actually incurred by the Administrative Agent in connection with the
administration and enforcement of this Agreement and for all costs and expenses
of the enforcement of this Agreement (including, without limitation, reasonable
costs and expenses actually incurred by any agent employed by the Administrative
Agent) and agrees to indemnify (which indemnification shall survive any
termination of this Agreement) and hold harmless the Administrative Agent, the
holders of the Senior Notes and the Banks (and any such agent) from and against
any and all liability incurred by the Administrative Agent, any holder of a
Senior Note or any Bank or any such agent thereof hereunder or in connection
herewith, unless such liability shall be due to gross negligence or willful
misconduct on the part of the Administrative Agent, any holder of a Senior Note
or any Bank or such agent, as the case may be.
SECTION 10 Termination. The Pledgor agrees that its pledge
hereunder shall (notwithstanding, without limitation, that at any time or from
time to time all Liabilities may have been paid in full) terminate only (a) when
all Liabilities (except Liabilities which by the terms of the Credit Agreement
survive the payment in full of the Loans and the termination of this Agreement)
(including, without limitation, any extensions or renewals of any thereof) and
all expenses (including, without limitation, reasonable attorneys' fees and
legal expenses) paid or actually incurred by the Administrative Agent in
endeavoring to enforce this Agreement, the Credit Agreement and the other Loan
Documents to which the Administrative Agent is a party or of which it is a
beneficiary shall have been finally paid in full and all other obligations of
the Pledgor hereunder and thereunder have been fully performed, and all
Commitments under the Credit Agreement have been terminated, or (b) pursuant to
the express provisions of Section 6.4 of the Credit Agreement. The release of
the Collateral pledged hereunder shall be subject to the provisions of Section
6.4 of the Credit Agreement; at which time the Administrative Agent shall
reassign and redeliver (or cause to be reassigned and redelivered) to the
Pledgor, or to such Person or Persons as the Pledgor shall designate, such of
the Collateral (if any) as shall not have been sold or otherwise applied by the
Administrative Agent pursuant to the terms hereof and shall still be held by it
hereunder, together with appropriate instruments of reassignment and release.
Any such reassignment shall be without recourse upon, or representation or
warranty by, the Administrative Agent or any Bank and at the sole cost and
expense of the Pledgor.
SECTION 11 Miscellaneous.
(a) All notices or other communications hereunder shall be
given in the manner specified under Section 15.3 of the Credit Agreement,
whether or not then in effect, and such notices shall be delivered to each
Secured Obligee.
(b) This Agreement, and the terms, covenants and conditions
hereof, shall be binding upon and inure to the benefit of the parties hereto,
and their respective successors and assigns, except the Pledgor shall not be
permitted to assign this Agreement nor any interest herein nor in the
Collateral, nor any part thereof, nor otherwise pledge, encumber or grant any
option with respect to the Collateral, nor any part thereof, except in
accordance with the terms of the Credit Agreement.
(c) SUBMISSION TO JURISDICTION; WAIVER OF VENUE. EACH OF THE
PLEDGOR AND THE ADMINISTRATIVE AGENT (I) HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY ILLINOIS STATE OR FEDERAL COURT SITTING IN THE NORTHERN
DISTRICT OF ILLINOIS OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, AND EACH OF THE PLEDGOR AND THE
ADMINISTRATIVE AGENT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH ILLINOIS STATE OR
FEDERAL COURT, AND (II) AGREES NOT TO INSTITUTE ANY LEGAL ACTION OR PROCEEDING
AGAINST THE OTHER PARTY HERETO OR THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR
PROPERTY OF ANY THEREOF, ARISING OUT OF OR RELATING TO THIS AGREEMENT, IN ANY
COURT OTHER THAN AS HEREINABOVE SPECIFIED IN THIS SECTION 11(c). EACH OF THE
PLEDGOR AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE IN ANY ACTION OR PROCEEDING (WHETHER BROUGHT BY THE PLEDGOR, ANY
OF ITS SUBSIDIARIES, THE ADMINISTRATIVE AGENT, ANY BANK OR OTHERWISE) IN ANY
COURT HEREINABOVE SPECIFIED IN THIS SECTION 11(c) AS WELL AS ANY RIGHT IT MAY
NOW OR HEREAFTER HAVE TO REMOVE ANY SUCH ACTION OR PROCEEDING, ONCE COMMENCED,
TO ANOTHER COURT ON THE GROUNDS OF FORUM NON CONVENIENS OR OTHERWISE. EACH OF
THE PLEDGOR AND THE ADMINISTRATIVE AGENT AGREES THAT A FINAL JUDGMENT IN ANY
SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
(d) At the option of the Administrative Agent, this Agreement,
or a carbon, photographic or other reproduction of this Agreement or of any
Uniform Commercial Code financing statement covering the Collateral or any
portion thereof, shall be sufficient as a Uniform Commercial Code financing
statement and may be filed as such.
(e) Subject to Section 15.1 of the Credit Agreement, the
provisions of this Agreement or the Credit Agreement (to the extent applicable
hereto) may from time to time be amended, modified or waived, if such amendment,
modification or waiver is in writing and consented to by the Pledgor and by the
Administrative Agent (at the request of the Required Banks), provided, however,
that no such amendment, modification or waiver which would adversely affect the
holders of the Senior Notes, shall in any event be effective unless the same
shall also be consented to by the holders of the Senior Notes (but only to the
extent, if any, required under the Indentures), or the Banks are similarly
adversely affected. Any such amendment, modification, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.
(f) The section headings in this Agreement are inserted for
convenience of reference and shall not be considered a part of this Agreement or
used in its interpretation.
(g) The Pledgor hereby expressly waives: (i) notice of the
acceptance by the Administrative Agent of this Agreement, (ii) notice of the
existence or creation or non-payment of all or any of the Secured Obligations,
(iii) presentment, demand, notice of dishonor, protest, and all other notices
whatsoever (except as otherwise required herein), and (iv) all diligence in
collection or protection of or realization upon the Secured Obligations, or any
security for or guaranty of any of the foregoing.
(h) Any Secured Obligee may, from time to time, without notice
to the Pledgor, assign or transfer any or all of the Secured Obligations of such
Secured Obligee or any interest therein; and, notwithstanding any such
assignment or transfer or any subsequent assignment or transfer thereof, such
Secured Obligations shall be and remain Secured Obligations for the purposes of
this Agreement, and each and every immediate and successive assignee or
transferee of any of the Secured Obligations of such Secured Obligee or of any
interest therein shall, to the extent of the interest of such assignee or
transferee in such Secured Obligations, be entitled to the benefits of this
Agreement to the same extent as if such assignee or transferee were the
Administrative Agent; provided, however, that, unless the Administrative Agent
shall otherwise consent in writing, the Administrative Agent shall have an
unimpaired right, prior and superior to that of any such assignee or transferee,
to enforce this Agreement.
(i) The Pledgor agrees that, if at any time all or any part of
any payment theretofore applied by the Administrative Agent, any Bank or any
holder of Senior Notes to any of the Secured Obligations is or must be rescinded
or returned by the Administrative Agent, any Bank or any holder of Senior Notes
for any reason whatsoever (including, without limitation, the insolvency,
bankruptcy or reorganization of any of the Issuers), such Secured Obligations
shall, for the purposes of this Agreement, to the extent that such payment is or
must be rescinded or returned, be deemed to have continued in existence,
notwithstanding such application by the Administrative Agent, and the pledge by
the Pledgor hereunder shall continue to be effective or be reinstated, as the
case may be, as to such Secured Obligations, all as though such application by
the Administrative Agent, such Bank or such holder had not been made.
(j) No action of the Administrative Agent permitted hereunder
shall in any way affect or impair the rights of the Administrative Agent and the
obligations of the Pledgor under this Agreement. The Pledgor hereby acknowledges
that there are no conditions to the effectiveness of this Agreement.
(k) All obligations of the Pledgor and rights of the
Administrative Agent or obligation expressed in this Agreement shall be in
addition to and not in limitation of those provided in applicable law or in any
other written instrument or agreement relating to any of the Secured
Obligations.
(l) GOVERNING LAW. THIS AGREEMENT SHALL BE A
CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF
ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
(m) This Agreement may be executed in any number of
counterparts, each of which shall for all purposes be deemed an original, but
all such counterparts shall constitute but one and the same agreement. The
Pledgor hereby acknowledges receipt of a true, correct and complete counterpart
of this Agreement.
(n) The Administrative Agent acts herein as agent for itself,
the Banks, the holders of the Senior Notes and any and all future holders of the
Secured Obligations.
(o) The Administrative Agent hereby acknowledges that its
exercise of any rights or remedies hereunder shall be subject to any Applicable
Insurance Code and agrees to first comply with any Applicable Insurance Code in
exercising its rights hereunder.
(p) WAIVER OF JURY TRIAL. EACH OF THE PLEDGOR AND THE
ADMINISTRATIVE AGENT HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING
ANY RIGHTS UNDER THIS AGREEMENT AND AGREES THAT ANY SUCH ACTION, PROCEEDING OR
COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY; THIS PROVISION
IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.
CONSECO, INC.
By: /s/ XXXXXXXX X. XXXXX
-------------------------
Name: Xxxxxxxx X. Xxxxx
Its: Executive Vice President
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION,
as Administrative Agent
By: /s/ XXXXX X. XXXXXXXX
--------------------------
Name: Xxxxx X. Xxxxxxxx
Its: Vice President
SCHEDULE 1
WHOLLY-OWNED SUBSIDIARIES
Beneficial Standard Life Insurance Company
Conseco Capital Management, Inc.
Great American Reserve Insurance Company
Conseco Partnership Management, Inc.
Lincoln American Life Insurance Company
CIHC, Incorporated
Marketing Distribution Systems Consulting Group, Inc.
Conseco Risk Management, Inc.
Conseco Mortgage Capital, Inc.
Conseco Private Capital Group, Inc.
CNC Real Estate, Inc.
Conseco Entertainment, Inc.
GARCO Equity Sales, Inc.
SCHEDULE 2
LISTING OF STOCK PLEDGED
STATE OF COMMON OWNERSHIP/
ENTITY INCORPORATION SHARES PLEDGED PERCENTAGE
------ ------------- -------------- ----------
Conseco Partnership IN 100 Conseco, Inc.
Management, Inc. 100%
Lincoln American Life TN 2,000,000 Conseco, Inc.
Insurance Company 100%
CIHC, Incorporated DE 1,000 Conseco, Inc.
100%
Jefferson National Life TX 700,000 CIHC, Incorporated
Insurance Company of Texas 100%
Conseco Capital Management, DE 100 Conseco, Inc.
Inc. 100%
Conseco Risk Management, Inc. IN 100 Conseco, Inc.
100%
Conseco Mortgage Capital, Inc. DE 100 Conseco, Inc.
100%
Conseco Private Capital Group, IN 100 Conseco, Inc.
Inc. 100%
Conseco Entertainment, Inc. IN 100 Conseco, Inc.
100%
CNC Real Estate, Inc. DE 100 Conseco, Inc.
100%
GARCO Equity Sales, Inc. TX 10,000 Conseco, Inc.
100%
Marketing Distribution DE 3,000 Conseco, Inc.
Systems 100%
Consulting Group, Inc.
Bankers Life Holding DE 2,150,009 Conseco, Inc.
Corporation 4.1%
Conseco L.L.C. DE Uncertificated Conseco, Inc.
10%
SCHEDULE 3
LISTING OF SURPLUS DEBENTURES PLEDGED
Surplus Debenture, No. 003, of Jefferson National Life Insurance Company of
Texas in the aggregate principal amount of $283,000,000.00
SCHEDULE 4
LISTING OF STOCK
ISSUED AND
AUTHORIZED OUTSTANDING
ENTITY COMMON SHARES COMMON SHARES
------ ------------- -------------
Conseco Partnership 10,000 100
Management, Inc.
Lincoln American Life 5,000,000 2,000,000
Insurance Company
CIHC, Incorporated 1,000 1,000
Jefferson National Life 1,400,000 700,000
Insurance Company of Texas
Conseco Capital Management, 1,000 100
Inc.
Conseco Risk Management, Inc. 10,000 100
Conseco Mortgage Capital, Inc. 100 100
Conseco Private Capital Group, 10,000 100
Inc.
Conseco Entertainment, Inc. 10,000 100
CNC Real Estate, Inc. 1,000 100
GARCO Equity Sales, Inc. 1,000,000 10,000
Marketing Distribution 10,000 3,000
Systems
Consulting Group, Inc.
Bankers Life Holding 500,000,000 51,975,316
Corporation
SCHEDULE 5
LISTING OF OUTSTANDING SURPLUS DEBENTURES AND SURPLUS NOTES
None
