EXHIBIT 10.2
AMENDMENT NO. 1 TO
COMMON STOCK WARRANT AGREEMENT
BY AND BETWEEN
GREEN TREE FINANCIAL CORPORATION
AND
XXXXXX COMMERCIAL PAPER INC.
THIS AMENDMENT, dated as of April 6, 1998, is between Green Tree
Financial Corporation, a Delaware corporation (the "Company") and Xxxxxx
Commercial Paper Inc., a New York corporation ("Xxxxxx").
RECITALS
WHEREAS, the Company and Xxxxxx are parties to a Common Stock Warrant
Agreement, dated as of February 13, 1998 (the "Warrant Agreement") and Xxxxxx is
the holder of all of the Warrants issued and outstanding thereunder.
WHEREAS, Conseco, Inc., an Indiana corporation ("Parent"), Marble
Acquisition Corp., a Delaware corporation ("Sub") and the Company have entered
into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of
April6, 1998, pursuant to which Sub will merge with and into the Company (the
"Company") and it is contemplated that Xxxxxx will realize benefits under the
Warrant Agreement in connection with the transactions contemplated by the Merger
Agreement.
WHEREAS, the Company and Xxxxxx have determined to amend the Warrant
Agreement.
NOW THEREFORE, this Amendment No. 1, dated as of April 6, 1998 (the
"Amendment") is attached and made a part of the Warrant Agreement, which Warrant
Agreement is hereby amended and supplemented as follows:
1. DEFINITIONS. All terms used but not otherwise defined herein shall
have the meanings ascribed to them in the Warrant Agreement.
2. AMENDMENT OF SECTION 7. Section 7 of the Warrant Agreement is hereby
amended by adding the following language to the end thereof:
Notwithstanding the foregoing, while the Agreement and Plan of Merger,
dated as of April6, 1998 (the "Merger Agreement") among Conseco, Inc.
("Parent"), Marble Acquisition Corp. and the Company is in effect, the
Warrant holders will have no right to exercise the Warrants and at the
Effective Time (as defined in the Merger Agreement) the Warrants shall
immediately be deemed to have been converted into the right to receive,
and exercised for (without the need for the payment of any Exercise
Price therefor), shares of Parent common stock, no par value ("Common
Stock"),
having a fair market value as of the Effective Time of $41,035,320;
provided, however that this amount shall be reduced by $5,000,000 if
any of the events specified in Section 12(q)(ii) occur prior to the
Effective Time. The fair market value of the Parent Common Stock as of
the Effective Time shall be the closing price of Parent Common Stock on
the New York Stock Exchange-Consolidated Tape (or any successor
composite tape reporting transactions on the New York Stock Exchange)
on the last full trading day occuring prior to the Effective Time.
3. NOTICE. Xxxxxx hereby waives any prior notice to which it may be
entitled under the Warrant Agreement with respect to the execution of the Merger
Agreement or the consummation of the transactions contemplated thereby.
4. TERMINATION. This Amendment shall terminate and be of no force and
effect upon the termination of the Merger Agreement.
5. Except as expressly amended and supplemented by this Amendment, the
Warrant Agreement shall remain in full force and effect.
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EXECUTED as of the date set forth above.
GREEN TREE FINANCIAL CORPORATION
/s/ Xxxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxxx X. Xxxx
Title
XXXXXX COMMERCIAL PAPER INC.
/s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title:
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