EXHIBIT 4
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FIRST SUPPLEMENTAL INDENTURE
BETWEEN
CONSECO, INC., as Successor Issuer
AND
FIRSTAR BANK OF MINNESOTA, N.A., Trustee
_____________________________________
Dated as of _______________ ___, 1996
FIRST SUPPLEMENTAL INDENTURE, dated as of , 1996, (this "Supplemental
Indenture"), between CONSECO, INC. an Indiana corporation (the "Company"), and
FIRSTAR BANK OF MINNESOTA, N.A. (the "Trustee").
WHEREAS, American Travellers Corporation, a Pennsylvania corporation
("ATC"), and the Trustee have entered into an indenture (the "Indenture") dated
as of September 15, 1995, to provide for the issuance of $103,500,000 principal
amount of ATC's 6.5% Convertible Subordinated Debentures Due 2005 (the
"Securities"); and
WHEREAS, on , 1996, ATC merged with and into the Company
(the "Merger"), with the Company succeeding to the business of ATC and assuming
all of the obligations of ATC under the Securities and the Indenture; and
WHEREAS, the Company has made a request to the Trustee that the Trustee
join with it in the execution of this Supplemental Indenture to permit the
Company to assume all the obligations of ATC under the Indenture pursuant to
Section 5.1 of the Indenture;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants contained herein and in the Indenture and for other good and valuable
consideration, the receipt and sufficiency of which are herein acknowledged, the
Company and the Trustee hereby agree for the equal and ratable benefit of all
holders of the Securities as follows:
ARTICLE 1.
Definitions
Section 1.01. Definitions. For purposes of this Supplemental Indenture,
the terms defined in the recitals shall have the meanings therein specified; any
terms defined in the Indenture and not defined herein shall have the meanings
therein specified.
ARTICLE 2.
Assumption and Substitution
Section 2.01. Assumption of Obligations. The Company as the surviving
corporation of the Merger expressly acknowledges and assumes the due and
punctual payment of the principal of, premium, if any, and interest on all the
Securities and the performance and observance of all other obligations under the
Indenture or the Securities to be performed or observed by ATC.
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Section 2.02. Substitution. On the date hereof, the Company (as the
surviving corporation of the Merger) shall, by virtue of the assumption
described in Section 2.01 and the execution and delivery of this Supplemental
Indenture, succeed to and be substituted for ATC.
ARTICLE 3.
Miscellaneous
Section 3.01. Effect of the Supplemental Indenture. This Supplemental
Indenture supplements the Indenture and shall be a part, and subject to all the
terms, thereof. Except as expressly supplemented hereby, the Indenture and the
Securities issued thereunder shall continue in full force and effect.
Section 3.02. Counterparts. This Supplemental Indenture may be executed in
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.
Section 3.03. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AS
APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first written above.
CONSECO, INC.
By: __________________________
Name: __________________________
Title: __________________________
FIRSTAR BANK OF MINNESOTA, N.A.
By: __________________________
Name: __________________________
Title: __________________________
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