AMENDED AND RESTATED
PROMISSORY NOTE
May 11, 2000
$2,660,799,080
FOR VALUE RECEIVED, the undersigned, Conseco Finance Corp., a Delaware
Corporation (the "Borrower"), hereby promises to pay to the order of Conseco,
Inc., an Indiana corporation (the "Lender"), at 11825 North Pennsylvania Street,
Carmel, Indiana 46032, (i) the principal amount of Two Billion Six Hundred Sixty
Million Seven Hundred Ninety Nine Thousand Eighty Dollars ($2,660,799,080), or,
if less, the aggregate unpaid principal amount of each loan or advance made by
the Lender to the Borrower hereunder, in lawful money of the United States of
America in immediately available funds and (ii) interest from April 1, 2000 on
the principal amount hereof from time to time outstanding, in like funds, at a
rate per annum equal to 150 basis points in excess of the London interbank
offered rate for a three-month period, as published in "The Wall Street Journal"
(the "Interest Rate").
The unpaid principal balance of this Note shall be due and payable one
year from the date hereof. Accrued and unpaid interest on the principal balance
of this Note shall be due and payable monthly in arrears on the 1st day of each
month with respect to interest accrued in the prior month, with the first
interest payment due June 1, 2000. The Borrower promises to pay monthly interest
on any overdue principal and, to the extent permitted by law, overdue interest
from their due dates at a rate equal to the Interest Rate plus 2.0%. This Note
may be prepaid in whole or in part at any time without premium or penalty
provided that such prepayment does not conflict with any other agreement to
which the Borrower is a party.
This Note amends and restates that certain Amended and Restated
Promissory Note dated January 1, 2000 by Conseco Finance Corp. payable to
Conseco, Inc. in the original principal amount of Five Billion Dollars
($5,000,000) (the "Old Note"), and the Old Note is hereby terminated and
rendered null and void for all purposes.
The Borrower and any and all sureties, guarantors and endorsers of this
Note and all other parties not or hereafter liable hereon, severally waive
grace, presentment for payment, protest, notice of any kind (including notice of
dishonor, notice of protest, notice of intention to accelerate and notice of
acceleration) and diligence in collecting and bringing suit against any party
hereto, and agree to all extensions and partial payments, with or without
notice, before or after maturity. The nonexercise by the holder of any of its
rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.
This Note shall be construed in accordance with and governed by the
laws of the State of Indiana and any applicable laws of the United States of
America. The provisions of this Note shall be binding on and inure to the
benefit of the successors and assigns of the Borrower and the Lender, including
any subsequent holders of this Note.
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In the event this Note is not paid when due at maturity, the Borrower
agrees to pay, in addition to the principal of and interest on this Note, all
costs of collection, including reasonable attorney's fees.
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed by
its duly authorized officer as of the date first above written.
CONSECO FINANCE CORP.
By: /s/ Thomas J. Kilian
--------------------------------
Name: Thomas J. Kilian
Title: President
