PROMISSORY NOTE
$_________________________ Dated: September 15, 1999
Carmel, Indiana
For value received, the undersigned, _____________________________,
promises to pay to the order of Conseco Services, LLC, an Indiana limited
liability company (the "Holder") or its assigns, at such place as the Holder may
from time to time designate in writing, in lawful money of the United States
which shall be legal tender in payment of all debts and dues public and private
at the time of payment, the principal sum of $________ or, if less, the
aggregate unpaid principal amount of all advances made by Conseco Services, LLC
to or on behalf of the undersigned to pay interest under the Credit Agreement
(as hereinafter defined). The undersigned also promises to pay interest on the
unpaid balance of this Promissory Note (the "Note") at the rate and times
hereinafter provided.
Interest on the principal balance hereof from time to time remaining
unpaid prior to maturity shall accrue at the variable rate per annum equal to
the lowest interest rate per annum being paid by Conseco, Inc. under its most
senior borrowing, calculated on the basis of a 360-day year counting the actual
number of days elapsed; provided, however the interest rate shall in no event be
lower than the Applicable Federal Rate as defined by Section 7872 of the
Internal Revenue Code of 1986, as amended. However, after the Maturity Date (as
hereinafter defined) or while there exists an Event of Default (as hereinafter
defined), interest shall accrue at such rate plus three percent (3.0%) per
annum.
All unpaid principal and interest shall be due and payable on the same
date (the "Maturity Date") as the principal amounts are due and payable by the
undersigned for any loan under that certain Credit Agreement, dated as of
September 15, 1999, among the undersigned, The Chase
Manhattan Bank and the other financial institutions party thereto (the "Credit
Agreement"). Interest on the principal balance hereof shall be due and payable
in arrears on March 31, June 30, September 30 and December 31 of each year,
beginning December 31, 1999. Interest shall also be paid on the date of any
prepayment of this Note for the portion of this Note so prepaid.
Maker may prepay this Note in full at any time or in part from time to
time without premium penalty.
The occurrence of one or more of the following events shall constitute
an event of default ("Event of Default") under this Note: (a) default is made in
the payment of any installment hereof, either principal or interest, or in the
payment of any other sum due hereunder, on the day when the same shall be due
and payable hereunder and such default in payment continues for ten (10) days;
(b) any proceeding shall be commenced or any petition shall be filed seeking
relief with respect to Maker under any bankruptcy, insolvency or similar law;
(c) a receiver, trustee, custodian, sequestrator or similar official shall be
appointed with respect to Maker or for a substantial part of its property; or
(d) the death, the dissolution or termination of existence, or business failure
of Maker. Upon the occurrence of an Event of Default hereunder, the Holder
hereof may, at its option, declare the entire unpaid principal of and accrued
interest on this Note immediately due and payable, without notice, demand or
presentment, all of which are hereby waived, and the Holder may offset against
this Note any sum or sums owed by the Holder hereof to Maker. Upon the
occurrence of an Event of Default under Section (b), (c) or (d) above, the
entire unpaid principal of and accrued interest on this Note shall become
immediately due and payable, without notice, demand or presentment, all of which
are hereby waived. The Holder may offset against this Note any sum or sums owed
by the Holder hereof to Maker.
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Maker agrees to pay immediately upon demand all reasonable costs and
expenses of the Holder, including reasonable attorneys' fees, (i) if, after an
Event of Default, this Note is placed in the hands of an attorney or attorneys
for collection, or (ii) if the Holder attempts to have any stay or injunction
prohibiting the enforcement or collection of the Note lifted by any bankruptcy
or other court, and any subsequent proceedings or appeals from any order or
judgment entered in any such proceeding.
The maker and any endorsers of this Note jointly and severally waive
presentment for payment, notice of protest, dishonor and demand, protest, and
diligence in bringing suit.
This Note shall be construed according to and governed by the laws of
the State of Indiana.
Executed in Carmel, Indiana.
_______________________________
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