FIRST SUPPLEMENTAL INDENTURE
BETWEEN
CONSECO, INC. as Issuer
and LTCB TRUST COMPANY, as Trustee
Dated as of August 31, 1995
FIRST SUPPLEMENTAL INDENTURE, dated as of August 31, 1995 (this
"Supplemental Indenture"), between CONSECO, INC., an Indiana corporation (the
"Company") , and LTCB TRUST COMPANY (the "Trustee").
WHEREAS, CCP Insurance, Inc., an Indiana corporation ("CCPI"), and the
Trustee have entered into an indenture (the "Indenture") dated as of December
15, 1994 to provide for the issuance of $200 million principal amount of CCPI's
10 1/2% Senior Notes Due 2004 (the "Securities"); and
WHEREAS, on August 31, 1995, CCPI merged with and into the Company (the
"Merger") , with the Company succeeding to the business of CCPI and assuming all
of the obligations of CCPI under the Securities and the Indenture; and
WHEREAS, the Company has made a request to the Trustee that the Trustee
join with it, in accordance with Section 9. 1 of the Indenture, in the execution
of this Supplemental Indenture to permit the Company to assume all the
obligations of CCPI under 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, and interest on, all the Securities and
the performance and observance of every covenant of the Indenture to be
performed or observed by CCPI.
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 2.0l and the execution and delivery of this Supplemental
Indenture, succeed to and be substituted for CCPI.
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 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
(WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF).
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: /s/ XXXXXX X. XXXX
--------------------
Name: Xxxxxx X. Xxxx
Title: Executive Vice President
LTCB TRUST COMPANY, as Trustee
By: /s/ XXXXXX XXXXXXXXX
------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Executive Vice President
