Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Conseco, Inc. 1993 Form 10-K 114 572K
4: EX-10.18.20 Exhibit 10.18.20 to Conseco, Inc. 1993 Form 10-K 9 50K
5: EX-10.18.21 Exhibit 10.18.21 to Conseco, Inc. 1993 Form 10-K 13 64K
6: EX-10.18.22 Exhibit 10.18.22 to Conseco, Inc. 1993 Form 10-K 13 59K
7: EX-10.18.23 Exhibit 10.18.23 to Conseco, Inc. 1993 Form 10-K 5 30K
8: EX-10.18.24 Exhibit 10.18.24 to Conseco, Inc. 1993 Form 10-K 7 29K
9: EX-10.18.25 Exhibit 10.18.25 to the Conseco, Inc. 1993 Form 9 50K
10-K
10: EX-10.23.1 Exhibit 10.23.1 to Conseco, Inc. 1993 Form 10-K 10 31K
11: EX-10.24.1 Exhibit 10.24.1 Conseco, Inc. 1993 Form 10-K 8 31K
12: EX-10.25 Exhibit 10.25 to Conseco, Inc. 1993 Form 10-K 18 89K
13: EX-10.32 Exhibit 10.32 to Conseco, Inc. 1993 Form 10-K 35 146K
14: EX-10.33.1 Exhibit 10.33.1 to Conseco, Inc. 1993 Form 10-K 30 162K
15: EX-10.33.2 Exhibit 10.33.2 to Conseco, Inc. 1993 Form 10-K 27 145K
16: EX-10.34 Exhibit 10-34 to Conseco, Inc. 1993 Form 10-K 18 84K
2: EX-10.8.5 Exhibit 10.8.5 to Conseco, Inc. 1993 Form 10-K 2± 10K
3: EX-10.8.6 Exhibit 10.8.6 to Conseco, Inc. 1993 Form 10-K 2± 12K
17: EX-11.1 Exhibit 11.1 to Conseco, Inc. 1993 Form 10-K 2± 12K
18: EX-11.2 Exhibit 11.2 to Conseco, Inc. 1993 Form 10-K 1 11K
19: EX-12.1 Exhibit 12.1 to Conseco, Inc. 1993 Form 10-K 2± 14K
20: EX-12.2 Exhibit 12.2 to Conseco, Inc. 1993 Form 10-K 2± 14K
21: EX-21 Exhibit 21 to Conseco, Inc. 1993 Form 10-K 1 9K
22: EX-23 Exhibit 23 to Conseco, Inc. 1993 Form 10-K 1 9K
EX-10.34 — Exhibit 10-34 to Conseco, Inc. 1993 Form 10-K
| EX-10.34 | 1st Page of 18 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
SEPARATION AGREEMENT
by and between
CONSECO, INC.
and
WESTERN NATIONAL CORPORATION
dated as of February 8, 1994
SEPARATION AGREEMENT
THIS SEPARATION AGREEMENT (this "Agreement") is made and
entered into as of the 8th day of February, 1994, by and between
CONSECO, INC., an Indiana corporation ("Conseco"), and WESTERN
NATIONAL CORPORATION, a Delaware corporation and, as of the date
hereof, an indirect wholly owned subsidiary of Conseco ("WNC").
WHEREAS, WNC intends to make an initial public offering of
certain newly issued shares of its common stock and Conseco intends
to sell a certain number of shares of common stock of WNC through
a secondary offering made as part of such initial public offering;
and
WHEREAS, this Agreement is made in order to provide for
certain corporate transactions that will take place prior to, at or
about the time of the Public Offering and certain terms of the
continuing relationships among the parties;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to both
the singular and plural forms of the terms defined):
"Action" shall mean any action, suit, arbitration, inquiry,
proceeding or investigation by or before any court, any
governmental or other regulatory or administrative agency or
commission or any arbitration tribunal.
"Affiliate" of a Person shall mean a Person that directly, or
indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person
specified.
"Business Day" shall mean any day which is not a Saturday or
Sunday or a day on which banks in New York, New York are authorized
or required to close.
"CIHC" shall mean Conseco Investment Holding Company, a
Delaware Corporation and wholly owned subsidiary of Conseco.
"Closing" shall mean the closing at which the Shares sold in
the Public Offering are delivered and the underwriters in the
Public Offering deliver payment therefor.
"Closing Date" shall mean the day on which the Closing occurs.
"Code" means the Internal Revenue Code of 1986, as amended,
and shall include corresponding provisions of any subsequently
enacted federal tax laws.
"Initial Registration Statement" shall mean the registration
statement filed by WNC with the SEC in connection with the Public
Offering as contemplated by Section 2.1 hereof.
"Insurance Proceeds" shall mean those monies (i) received by
an insured from an insurance carrier or (ii) paid by an insurance
carrier on behalf of the insured, in either case net of any
applicable premium adjustments, retrospectively rated premium
adjustments, deductibles, retentions or costs paid by such insured.
"Losses" shall mean any and all losses, liabilities, claims,
damages, obligations, payments, costs and expenses, matured or
unmatured, absolute or contingent, accrued or unaccrued, liquidated
or unliquidated, known or unknown (including, without limitation,
the costs and expenses of any and all Actions, threatened Actions,
demands, assessments, judgments, settlements and compromises
relating thereto and attorneys' fees and any and all expenses
whatsoever reasonably incurred in investigating, preparing or
defending against any such Actions or threatened Actions).
"Offering Expenses" shall mean the costs and expenses of any
registration by WNC which is made in connection with the Public
Offering, including specifically the fees and expenses of counsel
and accountants; all out-of-pocket costs and expenses incident to
the preparation, printing and filing under the Securities Act of
any registration statement and all amendments and supplements
thereto; the costs of furnishing copies of preliminary
prospectuses, each final prospectus and each amendment or
supplement thereto to underwriters, dealers and other purchasers of
Shares so registered; the costs and expenses incurred in connection
with the qualification of such Shares under the "blue sky" laws of
various jurisdictions; the fees and expenses of WNC's transfer
agent; stock exchange listing fees; fees paid to the National
Association of Securities Dealers, Inc.; and similar expenses
incurred in complying with the registration provisions of this
Agreement, but excluding underwriters' discounts and commissions.
"Person" shall mean an individual, corporation, partnership,
limited liability company, association, joint venture,
unincorporated organization, trust, or other entity, including,
without limitation, employee pension, profit sharing or other
benefit plan or trust.
"Primary Offering Shares" shall mean those newly issued
Shares offered for sale for the account of WNC as part of the
Public Offering contemplated under Section 2.1 hereof.
"Public Offering" shall mean the registered offering for sale
to the public of the Primary Offering Shares and the Secondary
Offering Shares as contemplated by Section 2.1 hereof.
"SEC" shall mean the Securities and Exchange Commission.
"Secondary Offering Shares" shall mean those Shares offered
for sale for the account of Conseco or CIHC as part of the Public
Offering contemplated under Section 2.1 hereof.
"Securities Act" shall mean the Securities Act of 1933, as
amended.
"Shares" means shares of common stock, par value $.001 per
share, of WNC.
"Tax Laws" means the Code, federal, state, county, local, or
foreign laws relating to Taxes and any regulations or official
administrative pronouncements released thereunder.
"Tax" means any of the Taxes.
"Taxes" means all forms of taxation, whenever created or
imposed, and whether of the United States or elsewhere, and whether
imposed by a local, municipal, governmental, state, federation or
other body, and without limiting the generality of the foregoing,
shall include income, sales, use, ad valorem, gross receipts,
license, value added, franchise, transfer, recording, withholding,
payroll, employment, excise, occupation, premium and property
taxes, together with any related interest, penalties and additions
to any such tax, or additional amounts imposed by any taxing
authority (domestic or foreign).
"Tax Benefit" means any item of loss, deduction, credit or any
other Tax Item which decreases Taxes paid or payable.
"Tax Detriment" means any item of income, gain, recapture of
credit or any other Tax Item which increases Taxes paid or payable.
"Tax Item" means any item of income, gain, loss, deduction,
credit, provisions for reserves, recapture of credit or any other
item which increases or decreases Taxes paid or payable, including
an adjustment under Code Section 481 resulting from a change in
accounting method.
"Tax Return" means any return, filing, questionnaire,
information return or other document required to be filed,
including requests for extensions of time, filings made with
estimated tax payments, claims for refund and amended returns that
may be filed, for any period with any taxing authority (whether
domestic or foreign) in connection with any Tax or Taxes (whether
or not a payment is required to be made with respect to such
filing).
"WNL" means Western National Life Insurance Company, a Texas
stock insurance corporation and, as of the date hereof, an indirect
wholly owned subsidiary of Conseco.
ARTICLE II
SECTION 2.1 Primary and Secondary Offering. (a) WNC has
filed a registration statement on Form S-1 to register under the
Securities Act for sale or distribution to the public (i) 2,000,000
newly issued Shares for the account of WNC, (ii) Shares held by
Conseco or any of its subsidiaries in such number as shall be
determined by Conseco and (iii) such number of Shares as shall be
necessary for an over-allotment option (the "Over-allotment
Option") from WNC and Conseco, pro rata, to the underwriters of 15%
of the aggregate number of Primary Offering Shares and Secondary
Offering Shares. WNC shall also include in such registration
statement 150,000 Shares to be sold by CIHC to Michael J. Poulos.
WNC shall file such amendment or amendments to the Initial
Registration Statement as shall be necessary to cause it to become
effective.
(b) Prior to the time at which the Initial Registration
Statement is declared effective, WNC and Conseco shall take all
necessary corporate action to have WNC authorize for issuance such
number of Shares as shall be necessary for purposes of the Public
Offering.
SECTION 2.2 Terms of Offering. The number of Primary
Offering Shares and Secondary Offering Shares and the price for
such Shares shall be determined by Conseco, subject to Section
2.1(a). Notwithstanding anything to the contrary contained herein,
Primary Offering Shares will have priority over Secondary Offering
Shares in determining the number of Shares to be sold in the Public
Offering.
SECTION 2.3 Expenses. All Offering Expenses incurred in
connection with the Public Offering shall be borne by WNC.
SECTION 2.4 Approvals. The consummation of the Public
Offering and the other transactions and agreements contained herein
are subject to the prior receipt by the parties of each requisite
corporate and governmental or regulatory approval or authorization.
Conseco and WNC expressly agree to use reasonable efforts and to
cooperate to obtain any and all such approvals and authorizations.
SECTION 2.5 Indemnification for Initial Registration. (a)
WNC hereby agrees to indemnify and hold harmless Conseco and the
officers (regardless of whether they serve in such capacity at the
time of the Public Offering or the Closing), directors (including
without limitation each person who (x) is named in the Initial
Registration Statement (or any amendment or supplement thereto) as
someone who is selected to be a director of WNC effective
immediately after the Closing or (y) becomes a director of WNC
effective immediately after the Closing), employees, Affiliates and
agents of Conseco and WNC, against any Losses to which any of such
Persons may be subject, under the Securities Act or otherwise,
arising out of the sale of Shares and (subject to the further
provisions of this Section 2.5 and of Section 2.6) to reimburse any
of such Persons for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such
Losses, insofar as such Losses arise out of or are based upon (i)
any untrue statement or alleged untrue statement of a material fact
contained in the Initial Registration Statement, any prospectus
(including a preliminary prospectus) contained therein, or any
amendment or supplement to the Initial Registration Statement or
any such prospectus, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, which gives rise to
an actual or threatened claim, action or proceeding on the part of
a Person other than one who is or may be an indemnified party under
this Section 2.5(a) or (ii) an actual or alleged breach of the
terms of the underwriting agreement for the Public Offering (the
"Underwriting Agreement") which gives rise to an actual or
threatened claim, action or proceeding on the part of an
underwriter thereunder or a claim by an underwriter for
indemnification thereunder. The indemnity provided in this Section
2.5(a) shall survive and remain in full force and effect regardless
of any investigation made by or on behalf of any such indemnified
party.
(b) Conseco hereby agrees to indemnify and hold harmless the
directors, officers, employees, Affiliates and agents of WNC,
against any Losses covered by the Company's indemnification in
Section 2.5(a) above, and to reimburse any of such Persons for any
legal or other expenses reasonably incurred in connection with
investigating or defending against any such Losses, but only to the
extent that the indemnification of any such Persons by the Company
pursuant to Section 2.5(a) above is finally determined by a court
of competent jurisdiction to be unenforceable and indemnification
by Conseco is similarly determined to be enforceable. The
indemnity provided for in this Section 2.5(b) shall survive and
remain in full force and effect regardless of any investigation
made by or on behalf of any such indemnified party.
SECTION 2.6 Indemnification Procedure. Promptly after
receipt by a Person of notice of the commencement of any action or
proceeding in respect of which indemnity may be sought by such
Person pursuant to Section 2.5, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying
party under Section 2.5, notify the indemnifying party of the
commencement thereof, but the omission so to notify the indemnified
party will not relieve it from any liability which it may have to
any indemnified party under Section 2.5 or otherwise, except to the
extent the indemnifying party is prejudiced by such omission. In
case any such action or proceeding is brought against any
indemnified party and it notifies an indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, to assume
the defense thereof, and if it assumes such defense it shall retain
counsel reasonably satisfactory to such indemnified party to
represent the indemnified party and any others the indemnifying
party may designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any
such proceeding, any indemnified party shall have the right to
retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless in the
reasonable judgment of the indemnified party separate and
conflicting defenses are available to such party, in which event
the indemnified party may select one firm of separate counsel
reasonably satisfactory to the indemnifying party for purposes of
defending such action, whose fees and expenses shall be borne by
the indemnifying party; provided, however, that the indemnifying
party shall not be responsible for the fees and expenses of more
than one counsel for all such indemnified parties. After notice
from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party
will not (except as otherwise provided herein) be liable to such
indemnified party under this Section 2.6 for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation. If the indemnifying party elects not to assume the
defense of a claim or action, it will not be obligated to pay the
fees and expenses of more than one counsel for the indemnified
parties with respect to such claim or action. No indemnifying
party shall consent to entry of any judgment or enter into any
settlement without the consent of an indemnified party which does
not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from
all liability with respect to such action or proceeding. No
indemnifying party shall be subject to any liability for any
settlement made without its consent, which consent shall not be
unreasonably withheld.
SECTION 2.7 Contribution. If the indemnity and reimbursement
obligation provided for in Section 2.5 is unavailable or
insufficient to hold harmless any indemnified party in respect of
any losses, claims, liabilities or damages covered thereby then the
indemnifying party shall contribute to the amount paid or payable
by the indemnified party as a result of such losses, claims,
damages or liabilities in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one
hand and the indemnified party on the other hand in connection with
statements or alleged statements or omissions or alleged omissions
which resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact
relates to information supplied by the indemnifying party or the
indemnified party and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
untrue statement or omission. The parties hereto agree that it
would not be just and equitable if contribution pursuant to this
Section 2.7 were to be determined by pro rata allocation or by any
other method of allocation which does not take account of the
equitable considerations referred to in the first sentence of this
Section 2.7. The amount paid by an indemnified party as a result
of the losses, claims, damages or liabilities referred to in the
first sentence of this Section 2.7 shall be deemed to include,
subject to the limitations set forth in Section 2.5 and 2.6, any
legal and other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any loss,
claim, liability or damage which is the subject of this Section
2.7.
No indemnified party guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from an indemnifying party if such
indemnifying party was not guilty of fraudulent misrepresentation.
SECTION 2.8 Indemnification Payments. Any payment required
to be made pursuant to Section 2.5 or 2.7 shall be made by periodic
payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or losses,
damages or liabilities are incurred.
ARTICLE III
CORPORATE TRANSACTIONS
SECTION 3.1 Transfer of WNL Stock. Prior to the Closing, (a)
Conseco shall cause CIHC, the sole stockholder of WNL, to transfer
the outstanding shares of common stock of WNL to WNL Holding Corp.,
a wholly owned subsidiary of CIHC, (b) Conseco shall cause CIHC to
contribute the outstanding stock of WNL Holding Corp. to WNC, and
(c) in consideration for the contribution by CIHC of the stock of
WNL Holding Corp., WNC shall issue to CIHC 59,999,900 Shares and a
$150,000,000 principal amount 6.75% promissory note due March 31,
1996.
SECTION 3.2 Issuance of WNC Common Stock to Public. On the
Closing Date, WNC shall issue to the underwriters of the Public
Offering such number of Shares as shall be sufficient to provide
for the Primary Offering Shares. Such delivery shall be in
exchange for the proceeds due to WNC from the sale of the Primary
Offering Shares.
SECTION 3.3 Delivery by Conseco in Public Offering. On the
Closing Date, Conseco shall cause CIHC to deliver to the
underwriters of the Public Offering such number of Shares as shall
be sufficient to provide for the Secondary Offering Shares. Such
delivery shall be in exchange for the proceeds due to CIHC from the
sale of the Secondary Offering Shares.
SECTION 3.4 Sale of WNC Common Stock to Poulos. In
connection with the Closing, Conseco shall cause CIHC to deliver to
Michael J. Poulos ("Poulos") such number of Shares as shall be
determined in accordance with the terms of his Employment Agreement
and the stock purchase agreement to be entered into between CIHC
and Poulos (the "Stock Purchase Agreement"). Such delivery shall
be in exchange for the proceeds due to CIHC from the sale of such
Shares pursuant to the terms of the Employment Agreement and the
Stock Purchase Agreement.
ARTICLE IV
FILING OF TAX RETURNS
SECTION 4.1 Manner of Filing. All Tax Returns filed after
the Closing Date shall be prepared on a basis consistent with the
consummation of the transactions as set forth in this Agreement and
shall be filed on a timely basis (including extensions) by the
party responsible for such filing under this Agreement. In the
absence of a controlling change in law or circumstances, all Tax
Returns filed after the date of this Agreement with respect to
taxable periods beginning before the Closing Date shall be prepared
on a basis consistent with the elections, accounting methods,
conventions, and principles of taxation used for the most recent
taxable periods for which Tax Returns involving similar Tax Items
have been filed, to the extent that a failure to do so would result
in a Tax Detriment to the other party hereto. Subject to the
provisions of this Agreement, all decisions relating to the
preparation of Tax Returns shall be made in the sole discretion of
the party responsible under this Agreement for such preparation.
SECTION 4.2 Pre-Public Offering Tax Returns. (a)
Consolidated Returns. The Conseco consolidated federal income Tax
Returns required to be filed for all periods beginning before the
Closing Date shall be prepared and filed by Conseco. Conseco
agrees to cooperate in good faith with WNC to determine the
appropriate amount of Tax Items attributable to WNC and WNL to be
reflected on the Conseco consolidated federal income Tax Returns.
(b) Other Tax Returns. All other Tax Returns not described
elsewhere in this Section 4.2 that are required to be filed for
periods beginning on or before the Closing Date shall be prepared
and filed by Conseco, in the case of Tax Returns that relate to
Conseco and its Affiliates other than WNC and WNL (the "Conseco
Group"), and WNC, in the case of Tax Returns that relate to WNC,
WNL Holding Corp. and WNL (the "WNC Group").
SECTION 4.3 Post-Public Offering Tax Returns. All Tax
Returns for periods beginning after the Closing Date shall be
prepared and filed by Conseco if the Tax Returns relate solely to
the Conseco Group, and shall be prepared and filed by WNC if the
Tax Returns relate solely to the WNC Group.
SECTION 4.4 Interim Annual Statement. Interim annual
statements substantially in accordance with the requirements of the
National Association of Insurance Commissioners shall be prepared
by WNC within a reasonable period after the Closing Date for the
portion of the calendar year ending on the Public Offering Date, to
the extent necessary for Conseco to prepare and file its
consolidated federal income tax return. WNC and Conseco agree to
cooperate in good faith to determine the appropriate items to be
reflected on the annual statement.
ARTICLE V
PAYMENT OF TAXES
SECTION 5.1 Allocation of Tax Liabilities With Respect to
Unfiled Returns.
(a) Consolidated Federal Income Tax Liabilities. Except as
otherwise provided in this Section 5.1(a), Conseco shall pay or
cause to be paid, on a timely basis, all Taxes due with respect to
the consolidated federal income tax liability for the taxable year
ending December 31, 1993 and the taxable year that includes the
Closing Date of the affiliated group of which Conseco is the common
parent. WNC on behalf of the WNC Group hereby assumes and agrees
to pay or cause to be paid the WNC Group's share of the 1993
consolidated federal income tax liability for the taxable year
ending December 31, 1993 and the period commencing on January 1,
1994 and ending on the Closing Date (the "Short Period"), which
payments shall be made directly to Conseco, in accordance with the
Consolidated Federal Income Tax Agreement dated February 21, 1989
by and among Conseco and the parties thereto, as amended (the
"Prior Agreement"), as if WNC were a party thereto; provided,
however, that if WNC generates a loss for federal income tax
purposes for the Short Period, Conseco shall pay WNC an amount
equal to 35% of such loss to the extent such loss is actually used
by the Conseco Group and is not available for carryforward by WNC
to a future year.
The WNC Group's allocable share of the consolidated federal
income tax liability for the twelve months ending December 31, 1993
and the Short Period shall be determined in accordance with the
Prior Agreement, as if WNC were a party thereto.
The calculation of the WNC's allocable share of Taxes pursuant
to this Section 5.1(a) shall be made by Conseco on a basis
consistent with the Prior Agreement.
(b) Combined Corporate Franchise and Income Taxes. Except as
otherwise provided in this Section 5.1(b), Conseco shall pay or
cause to be paid, on a timely basis, all Taxes due with respect to
the Illinois and Florida consolidated income tax liability or other
liability for corporate franchise and income taxes pursuant to a
combined return for the taxable years ended December 31, 1993 and
the taxable year that includes the Closing Date ("Combined Taxes").
WNC hereby assumes and agrees to pay or cause to be paid the WNC
Group's share of Combined Taxes for the taxable year ending
December 31, 1993 and the Short Period, which payment shall be made
by WNC to Conseco or such other Person as Conseco shall designate.
The WNC Group's share of the Combined Taxes shall be determined by
Conseco on the same basis as Federal income tax liabilities are
determined under the Prior Agreement; provided, however, that
appropriate adjustments shall be made to take into account the
differences between the calculation of liability on a federal
consolidated income tax return and a combined tax return; and
provided, further that Conseco shall only pay WNC for any Tax
Benefit generated by the WNC Group if such Tax Benefit both results
in an actual reduction of Taxes for the Conseco Group, and if not
utilized by the Conseco Group, would have resulted in a reduction
of Taxes for the WNC Group.
The calculation of the WNC Group's allocable share of Taxes
pursuant to this Section 5.1(b) shall be made by Conseco on a basis
consistent with prior years.
(c) All other Taxes not covered by Section 5.1(a) or (b) for
a taxable year beginning before the Closing Date shall be paid by
the party responsible under this Agreement for filing the Tax
Return pursuant to which such Taxes are due.
(d) Any payments required to be made pursuant to Section 5.1
(b) or (c) shall be made within 30 days of receiving written notice
from the other party stating the amount required to be paid.
SECTION 5.2 (a) Change in Filed Returns. Subject to
subsection (b) hereof, if a Final Determination has been made
regarding a Tax Return with respect to any taxable period beginning
before the Closing Date (a "Pre-Offering Return"), and as a result
thereof any Tax Benefit or Tax Detriment is changed (a "Change"),
then:
(i) Subject of subsection (b), if in connection with any such
Change, the amount of the Tax Detriments generated by or
attributable to WNL with respect to such return ("WNL Tax
Detriments") exceeds the amount of Tax Benefits generated by or
attributable to WNL with respect to such return ("WNL Tax
Benefits"), WNC hereby assumes and agrees to pay or cause to be
paid to Conseco, an amount equal to the sum of (A) the product of
(x) the amount by which WNL Tax Detriments exceed WNL Tax Benefits
and (y) the actual marginal tax rate applicable with respect to the
relevant Tax Return, with appropriate adjustment to account for Tax
credits included in such calculation, and (B) any applicable
interest or penalties, if any, which is or has been imposed by any
taxing authority with respect to such WNL Tax Detriments or any
interest which would have been imposed but for an offsetting Tax
Benefit solely attributable to the Conseco Group. In no event
shall the amount payable by WNC pursuant to Section 5.2(a)(i)(A)
exceed the amount that would be payable by including any such
Change in computing amounts payable under the Prior Agreement plus
applicable interest and penalties.
(ii) Subject to subsection (b), if in connection with any
such Change, the WNL Tax Benefits exceed the WNL Tax Detriments,
Conseco shall pay or cause to be paid to WNC the sum of (A) the
product of (x) the amount by which WNL Tax Benefits exceed WNL Tax
Detriments and (y) the actual marginal Tax rate applicable with
respect to the relevant Tax Return, with appropriate adjustment to
account for Tax credits included in such calculation, and (B) any
applicable interest that is or has been paid by the applicable
taxing authority or that would have been payable but for any
offsetting Tax Detriment solely attributable to the Conseco Group.
In no event shall the amount payable by Conseco pursuant to this
section 5.2(a)(ii)(A) exceed the greater of (x) the amount received
from the applicable tax authority attributable to the excess of WNL
Tax Benefits over WNL Tax Detriments, or (y) the amount that would
be payable by Conseco by including any such Change in computing
amounts payable under the Prior Agreement plus interest.
(iii) All calculations and determinations required to be made
pursuant to this section 5.2 shall be made by Conseco on a basis
consistent with prior years.
(c) Manner of Payment. Any payment required to be made
pursuant to this Section 5.2 with respect to any Tax Return shall
be made by the party obligated to make such payment within 15 days
of receiving written notice from the other party, which notice
shall state the amount required to be paid and explain and provide
written documentation for the Change that resulted in the payment
obligation. Interest will begin to accrue on all amounts at the
federal rate for deficiencies 30 days after receipt of the notice.
SECTION 5.3 Liability for Taxes with respect to Post-Public
Offering Periods. Unless otherwise provided in this Agreement, the
Conseco Group shall pay all Taxes and shall be entitled to receive
and retain all refunds of Taxes with respect to periods beginning
after the Closing Date that are attributable to the businesses of
members of the Conseco Group. Unless otherwise provided in this
Agreement, the WNC Group shall pay all Taxes and shall be entitled
to receive and retain all refunds of Taxes with respect to periods
beginning after the Closing Date that are attributable to WNC and
WNL.
SECTION 5.4 Carrybacks. In the event any member of the WNC
Group carries back any Tax Item arising after the Closing Date to
a taxable period ending on or before the Closing Date (a "Prior
Period") with respect to a Tax Return which includes a member of
the Conseco Group, in determining whether WNC shall be entitled to
the benefit of the Tax Item, the Tax Item shall be deemed to be the
last Tax Item utilized in determining the amount of Taxes due or
refunds payable with respect to the Prior Period. In the event
that carryback of Tax Item by a member of the WNC Group to a Prior
Period increases the Taxes payable or decreases the refunds due to
a member of the Conseco Group in another taxable period, WNC shall
pay or cause to be paid to Conseco the lesser of (x) the amount of
such increase in Taxes or decrease in refunds, and (y) the Tax
Benefit realized by the WNC Group as a result of such carryback.
ARTICLE VI
INTERCOMPANY AGREEMENTS AND OTHER MATTERS
SECTION 6.1 Loan Servicing and Origination Agreement. WNC
agrees that it will cause WNL not to terminate that certain Loan
Servicing and Origination Agreement dated as of January 1, 1989
between WNL and Conseco Capital Management, Inc. (CCM"), as
assigned by CCM to Conseco Mortgage Capital, Inc., for a period of
10 years after the Closing Date.
SECTION 6.2 Structured Settlements. On or before the Closing
Date, Conseco and WNC shall enter into an agreement in the form
attached hereto as Exhibit "A".
ARTICLE VII
INSURANCE AND EMPLOYEE MATTERS
SECTION 7.1 Insurance Coverage. All insurance coverage
provided by Conseco to WNC and WNL insuring the properties,
employees, assets and operations of WNC and WNL (including coverage
for professional liability, auto and general liability, workers'
compensation, property, fidelity bonds, surety bonds and fiduciary
liabilities) shall continue in full force and effect through the
Closing Date and WNC or WNL shall pay or cause to be paid to
Conseco the premiums for such coverage in accordance with the past
practices established by Conseco. WNC shall be responsible for
obtaining insurance coverage for itself and WNL, at its expense,
from and after the Closing Date. If requested by WNL, Conseco,
through its subsidiary, Conseco Risk Management, Inc. ("CRM"), will
offer reasonable assistance to WNL in obtaining such insurance
coverage, provided that Conseco shall have no responsibility for
the placement of, or failure to place, such insurance. The parties
acknowledge and agree that from and after the Closing Date Conseco
shall have no responsibility whatsoever for the provision of
insurance coverage to or for WNC or WNL, except as they may
otherwise agree in writing.
SECTION 7.2 Employee Matters. For all periods after December
31, 1993, WNC shall pay or cause to be paid all costs of any kind
or nature associated with the employees working at the WNC or WNL
offices located in Houston, Texas and Amarillo, Texas.
ARTICLE VIII
INDEMNIFICATION
SECTION 8.1 Indemnification by Conseco. Except with respect
to those matters governed by Articles II, IV, V or VII of this
Agreement, Conseco shall indemnify, defend and hold harmless WNC,
each Affiliate of WNC and each of their respective directors,
officers and employees and each of the heirs, executors, successors
and assigns of any of the foregoing (the "WNC Indemnitees") from
and against any and all Losses of the WNC Indemnitees arising out
of the businesses currently conducted or to be conducted by Conseco
or any Conseco subsidiary, whether such Losses relate to events
occurring, or whether such losses are asserted, before, on or after
the Closing Date, excluding the businesses conducted (formerly or
currently) or to be conducted by WNC, WNL and any previously owned
division, subsidiary or Affiliate of WNL.
SECTION 8.2 Indemnification by WNC. Except with respect to
those matters governed by Articles II, IV, V or VII of this
Agreement, WNC shall indemnify, defend and hold harmless Conseco,
each Affiliate of Conseco and each of their respective directors,
officers and employees and each of the heirs, executors, successors
and assigns of any of the foregoing (the "Conseco Indemnitees")
from and against any and all Losses of the Conseco Indemnitees
arising out of (i) any guarantees or obligations to third parties
of Conseco or any Conseco Affiliate with respect to any obligations
of WNC or any WNC Affiliate to third parties; or (ii) the
businesses conducted (formerly or currently) or to be conducted by
WNC, WNL and any previously owned division, subsidiary or Affiliate
of WNL, whether such Losses relate to events occurring, or whether
such Losses are asserted, before, on or after the Closing Date,
except to the extent that Conseco or a Conseco Subsidiary has
assumed liability for losses under this Agreement or any agreement
referred to herein.
SECTION 8.3 Limitations on Indemnification Obligations. The
amount which any party (an "Indemnifying Party") is or may be
required to pay to any other party (an "Indemnitee") pursuant to
Section 8.1 or Section 8.2 shall be reduced (including, without
limitation, retroactively) by any Insurance Proceeds or other
amounts actually recovered by or on behalf of such Indemnitee, in
reduction of the related Loss. If an Indemnitee shall have
received the payment required by this Agreement from an
Indemnifying Party in respect of any Loss and shall subsequently
actually receive Insurance Proceeds or other amounts in respect of
such Loss, then such indemnitee shall pay to such Indemnifying
Party a sum equal to the amount of such Insurance Proceeds or other
amounts actually received (up to but not in excess of the amount of
any indemnity payment made hereunder). An insurer who would
otherwise be obligated to pay any claim shall not be relieved of
the responsibility with respect thereto, or, solely by virtue of
the indemnification provisions hereof, have any subrogation rights
with respect thereto, it being expressly understood and agreed that
no insurer or any other third party shall be entitled to a
"windfall" (i.e., a benefit they would not be entitled to receive
in the absence of the indemnification provisions) by virtue of the
indemnification provisions hereof.
SECTION 8.4 Procedures for Indemnification of Third Party
Claims. The procedures for indemnification of Third Party Claims
shall be as follows:
(a) If an Indemnitee shall receive notice or otherwise learn
of the assertion by a Person (including, without limitation, any
governmental entity) who is not a party to this Agreement, of any
claim or of the commencement by any such Person of any Action (a
"Third Party Claim") with respect to which an Indemnifying Party
may be obligated to provide indemnification pursuant to Section 8.1
or 8.2 of this Agreement, such Indemnitee shall give such
Indemnifying Party written notice thereof promptly after becoming
aware of such Third Party Claim; provided, however, that the
failure of any Indemnitee to give notice as provided in this
Section 8.4(a) shall not relieve the related Indemnifying Party of
its obligations under this Article VIII, except to the extent that
such Indemnifying Party is prejudiced by such failure to give
notice. Such notice shall describe the Third Party Claim in
reasonable detail and, if ascertainable, shall indicate the amount
(estimated if necessary) of the Loss that has been or may be
sustained by such Indemnitee.
(b) An Indemnifying Party may elect to defend or to seek to
settle or compromise, at such Indemnifying Party's own expense and
by such Indemnifying Party's own counsel, any Third Party Claim.
Within 30 days of the receipt of notice from an Indemnitee in
accordance with Section 8.4(a) (or sooner, if the nature of such
Third Party Claim so requires), the Indemnifying Party shall notify
the Indemnitee of its election whether the Indemnifying Party will
assume responsibility for defending such Third Party Claim, which
election shall specify any reservations or exceptions. After
notice from an Indemnifying Party to an Indemnitee of its election
to assume the defense of a Third Party Claim, such Indemnifying
Party shall not be liable to such Indemnitee under this Article
VIII for any legal or other expenses (except expenses approved in
advance by the Indemnifying Party) subsequently incurred by such
Indemnitee in connection with the defense thereof; provided,
however, that if the defendants in any such claim include both the
Indemnifying Party and one or more Indemnitees and in any
Indemnitee's reasonable judgment a conflict of interest between one
or more of such Indemnitees and such Indemnifying Party exists in
respect of such claim or if the Indemnifying Party shall have
assumed responsibility for such claim with any reservations or
exceptions, such Indemnitees shall have the right to employ
separate counsel to represent such Indemnitees and in that event
the reasonable fees and expenses of such separate counsel (but not
more than one separate counsel reasonably satisfactory to the
Indemnifying Party) shall be paid by such Indemnifying Party. If
an Indemnifying Party elects not to assume responsibility for
defending a Third Party Claim, or fails to notify an Indemnitee of
its election as provided in this Section 8.4(b), such Indemnitee
may defend or (subject to the remainder of this Section 8.4(b) and
Section 8.4(d)) seek to compromise or settle such Third Party Claim
at the expense of the Indemnifying Party. Neither an Indemnifying
Party nor an Indemnitee shall consent to entry of any judgment or
enter into any settlement of any Third Party Claim which does not
include as an unconditional term thereof the giving by the claimant
or plaintiff to such indemnitee, in the case of a consent or
settlement by an Indemnifying Party, or the Indemnifying Party, in
the case of a consent or settlement by the Indemnitee, of a written
release from all liability in respect to such Third Party Claim.
(c) If an Indemnifying Party chooses to defend or to seek
compromise or settle any Third Party Claim, the related Indemnitee
shall make available to such Indemnifying Party any personnel or
any bonds, records or other documents within its control or which
it otherwise has the ability to make available that are necessary
or appropriate for such defense, settlement of compromise, and
shall otherwise cooperate in the defense, settlement or compromise
of such Third Party Claim.
(d) Notwithstanding anything in this Section 8.4 to the
contrary, neither an Indemnifying Party nor an Indemnitee may
settle or compromise any claim over the objection of the other;
provided, however, that consent to settlement or compromise shall
not be unreasonably withheld. If an Indemnifying Party notifies
the related Indemnitee in writing of such Indemnifying Party's
desire to settle or compromise a Third Party Claim on the basis set
forth in such notice (provided that such settlement or compromise
includes as an unconditional term thereof the giving by the
claimant or plaintiff or a written release of the Indemnitee from
all liability in respect thereof) and the Indemnitee shall notify
the Indemnifying Party in writing that such Indemnitee declines to
accept any such settlement or compromise, such Indemnitee may
continue to contest such Third Party Claim, free of any
participation by such Indemnifying Party, at such Indemnitee's sole
expense. In such event, the obligation of such Indemnifying Party
to such Indemnitee with respect to such Third Party Claim shall be
equal to (i) the costs and expenses of such Indemnitee prior to the
date such Indemnifying Party notifies such Indemnitee of the offer
to settle or compromise (to the extent such costs and expenses are
otherwise indemnifiable hereunder) plus (ii) the lesser of (A) the
amount of any offer of settlement or compromise which such
Indemnitee declined to accept and (B) the actual out-of-pocket
amount such Indemnitee is obligated to pay subsequent to such date
as a result of such Indemnitee's continuing to pursue such Third
Party Claim.
(e) In the event of payment by an Indemnifying Party to any
Indemnitee in connection with any Third Party Claim, such
Indemnifying Party shall be subrogated to and shall stand in the
place of such Indemnitee as to any events or circumstances in
respect of which such Indemnitee may have any right or claim
relating to such Third Party Claim against any claimant or
plaintiff asserting such Third Party Claim or against any other
Person. Such Indemnitee shall cooperate with such Indemnifying
Party in a reasonable manner, and at the cost and expense of such
Indemnifying Party, in prosecuting any subrogated right or claim.
SECTION 8.5 Other Procedures for Indemnification.
(a) Any claim on account of a Loss which does not result from
a Third Party Claim shall be asserted by written notice given by
the Indemnitee to the related Indemnifying Party. Such
Indemnifying Party shall have a period of 30 days after the receipt
of such notice within which to respond thereto. If such
Indemnifying Party does not respond within such 30 day period, such
Indemnifying Party shall be deemed to have refused to accept
responsibility to make payment. If such Indemnifying Party does
not respond within such 30 day period or rejects such claim in
whole or in part, such Indemnitee shall be free to pursue such
remedies as may be available to such party under this Agreement or
under applicable law.
(b) In addition to any adjustments required pursuant to
Section 8.3, if the amount of any Loss shall, at any time
subsequent to the payment required by this Agreement, be reduced by
recovery, settlement or otherwise, the amount of such reduction,
less any expenses incurred in connection therewith, shall promptly
be repaid by the Indemnitee to the Indemnifying Party.
SECTION 8.6 Remedies Cumulative. The remedies provided in
this Article VIII shall be cumulative and shall not preclude
assertion by an Indemnitee of any other rights or the seeking of
any an all other remedies against any Indemnifying Party.
SECTION 8.7 Survival of Indemnities. The obligations of each
of the parties under this Article VIII shall survive the sale or
other transfer by it of any assets or businesses or the assignment
by it of any liabilities with respect to any Loss of the other
related to such assets, businesses or liabilities.
ARTICLE IX
MISCELLANEOUS
SECTION 9.1 Complete Agreement; Construction. This Agreement
and other agreements and documents referred to herein or therein,
shall constitute the entire agreement among the parties with
respect to the subject matter hereof and shall supersede all
previous negotiations, commitments and writings with respect to
such subject matter.
SECTION 9.2 Survival. All representations, covenants and
agreements contained or provided for herein shall remain operative
and in full force and effect regardless of any investigation made
by or on behalf of the party benefiting from any such covenant or
agreement, and shall survive the execution of this Agreement and
the Closing.
SECTION 9.3 Governing Law. This Agreement shall be governed
by, and construed and interpreted in accordance with, the laws of
the State of Indiana.
SECTION 9.4 Notices. All notices, requests, claims, demands
and other communications hereunder shall be in writing and shall be
deemed to have been duly given if delivered by hand, or when sent
by telex or telecopier (with receipt confirmed), provided a copy is
also sent by certified mail, postage prepaid and return receipt
requested, addressed as follows (or to such other address as a part
may designate by notice to the others) and shall be deemed given on
the date on which such notice is received:
If to Conseco:
Conseco, Inc.
11825 N. Pennsylvania St.
Carmel, Indiana 46032
Attention: General Counsel
Telecopier No.: (317) 573-6327
If to WNC:
Western National Corporation
5555 San Felipe Road
Suite 900
Houston, Texas 77056
Attn: General Counsel
Telecopier No.: (713) 888-7894
SECTION 9.5 Amendment and Modification. The parties may by
written agreement (a) extend the time for the performance of any of
the obligations or other acts of the parties hereto, (b) waive any
inaccuracies in the documents delivered pursuant to this Agreement,
and (c) waive compliance with or modify, amend or supplement any of
the agreements contained in this Agreement or waive or modify
performance of any of the obligations of any of the parties hereto.
This Agreement may not be amended or modified except by an
instrument in writing duly signed on behalf of the parties hereto.
SECTION 9.6 Successors and Assigns. This Agreement shall be
binding upon the inure to the benefit of the parties hereto and
their respective successors and assigns, but shall not be
assignable by either party hereto without the prior written consent
of the other party.
SECTION 9.7 No Third Party Beneficiaries. Except as provided
herein with respect to certain indemnifications, this Agreement is
solely for the benefit of the parties hereto and their respective
Affiliates and shall not be deemed to confer upon third parties any
remedy, claim, reimbursement, claim of action or other right in
excess of those existing without reference to this Agreement.
SECTION 9.8 Headings. The Article and Section headings
contained in this Agreement are for reference purposes only and
shall not in any way affect the meaning or interpretation of this
Agreement.
SECTION 9.9 Enforcement; Remedies. In the event of any
breach by any party of any material term, condition or covenant
hereof which breach shall be continuing, any other party shall be
entitled to proceed to protect and enforce its rights by a suit in
equity (including a right to injunctive relief) or an action at
law. No right, power or remedy of the party entitled to remedies
hereunder shall be exclusive and each such right, power or remedy
shall be cumulative and in addition to all other rights, powers and
remedies conferred upon such party hereunder or by any security
issued by the other party, now or hereafter available at law or in
equity or by statute or otherwise.
SECTION 9.10 Severability. To the extent any provision of
this Agreement shall be invalid of unenforceable, it shall be
considered deleted herefrom and the remaining provisions of this
Agreement shall be unaffected and shall continue in full force and
effect.
SECTION 9.11 Waiver. No failure by any party to take any
action or assert any right hereunder shall be deemed to be a waiver
of such right in the event of the continuation or repetition of the
circumstances giving rise to such right, unless expressly waived in
writing as contemplated by the terms of Section 9.5 hereof.
SECTION 9.12 Termination. Notwithstanding any provision
hereof, this Agreement may be terminated and the Public Offering
abandoned at any time prior to the effective date of the
Registration Statement relating to the Public Offering. Any
termination of the Public Offering shall result in the termination
of this Agreement. In the event of such termination, no party
hereto shall have any liability to any Person by reason of this
Agreement.
SECTION 9.13 Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed as of the day and year first above written.
CONSECO, INC.
By:/s/ ROLLIN M. DICK
Printed: Rollin M. Dick
Title: Executive Vice President
"Conseco"
WESTERN NATIONAL CORPORATION
By:/s/ MICHAEL J. POULOS
Printed: Michael J. Poulos
Title: President
"WNC"
EXHIBIT A
AGREEMENT FOR ASSIGNMENT AND ASSUMPTION OF
STRUCTURED SETTLEMENT OBLIGATIONS
This Agreement for Assignment and Assumption of Structured
Settlement Obligations is made this ___ day of February, 1994, by
and among CONSECO, INC., an Indiana corporation ("Conseco"),
WESTERN NATIONAL CORPORATION, a Delaware corporation ("WNC"), and
WESTERN NATIONAL LIFE INSURANCE COMPANY, a Texas stock life
insurance corporation ("Western").
WHEREAS, Conseco and WNC have entered into a Separation
Agreement dated of even date herewith which provides, in part, for
a public offering of common stock of WNC and for the transfer to
WNC of all of the issued and outstanding capital stock of Western;
and
WHEREAS, there are presently in effect a number of agreements
which are entitled "Assignment and Assumption of Obligation to Make
Periodic Payments" or words of similar import ("Assignments"),
pursuant to which, in connection with the settlement of personal
injury claims against unrelated third parties, (a) Conseco Annuity
Guarantee Company, a wholly-owned subsidiary of Conseco ("CAGC"),
has assumed obligations to make periodic payments in respect of
settlement and release agreements ("Settlement Obligations") and
has purchased and holds single premium annuity policies issued by
Western ("Western Annuities") to satisfy CAGC's payment obligations
under certain such Assignments (the "Western Assignments"); and (b)
Western has assumed Settlement Obligations and has purchased and
holds single premium annuity policies issued by National Fidelity
Life Insurance Company, an indirect wholly-owned subsidiary of
Conseco ("NFLIC"), (the "NFLIC Annuities") to satisfy Western's
payment obligations under certain other such Assignments (the
"NFLIC Assignments"); and
WHEREAS, there are also in effect a number of agreements
entitled "Guarantee Agreement" or words of similar import
("Guarantees") pursuant to which (a) Conseco has guaranteed the
payment of certain other Western Annuities issued in structured
settlement transactions and held by third parties unrelated to
Conseco ("Conseco Guarantees") and (b) Western has guaranteed the
payment of certain other NFLIC Annuities issued in structured
settlement transactions and held by third parties unrelated to
Western ("Western Guarantees"); and
WHEREAS, in connection with the public offering of WNC common
stock, Conseco desires to sever its connection with the structured
settlement annuity business of Western by transferring ownership of
CAGC to WNC and by obtaining indemnification from WNC for all
liability under the Conseco Guarantees, and WNC desires for Western
to sever its connection with the structured settlement annuity
business of NFLIC by assigning to Conseco all of its future
obligations under the NFLIC Assignments and by obtaining
indemnification from Conseco for all liability under the Western
Guarantees;
NOW THEREFORE, in consideration of the premises and the mutual
covenants and provisions contained herein, the parties hereby agree
as follows:
1. Western hereby assigns to Conseco all of its right, title
and interest in, to and under the NFLIC Assignments and the NFLIC
Annuities. Conseco hereby accepts the assignment of the NFLIC
Assignments and the NFLIC Annuities and agrees to perform all of
the obligations of Western under the Assignments effective with the
date of this Agreement. Conseco further agrees to promptly
indemnify and hold harmless WNC and Western, and their successors
and assigns, for and against (i) the full amount of any payments
and related expenses, net of amounts for which WNC or Western shall
be reimbursed by NFLIC, which they shall make or incur or be called
upon to make or incur on or subsequent to the date hereof pursuant
to any of the NFLIC Assignments and (ii) any payments which NFLIC
or its successors shall fail to make under the NFLIC Annuities.
The indemnity obligations of Conseco under this paragraph shall
remain in full force and effect notwithstanding the performance or
nonperformance by NFLIC or any of its successors under the NFLIC
Annuities, or any waiver by or delay of WNC or Western in seeking
indemnification hereunder.
2. Western hereby assigns to Conseco all of its obligations
under the Western Guarantees and Conseco hereby accepts such
obligations and agrees to perform such Guarantees in the same
manner and to the same extent as if Conseco had been named as the
guarantor in place of Western in the Western Guarantees. Conseco
hereby assigns to WNC all of its obligations under the Conseco
Guarantees and WNC hereby accepts such obligations and agrees to
perform the Conseco Guarantees in the same manner and to the same
extent as if WNC had been named as the guarantor in place of
Conseco in the Conseco Guarantees.
3. Conseco agrees to transfer and convey to WNC, without
recourse and free and clear of all liens and encumbrances, all of
its right, title and interest in and to CAGC by delivering to WNC
all certificates, duly endorsed for transfer, representing issued
and outstanding shares of capital stock of CAGC.
4. WNC shall cause Western to deliver to Conseco at its
offices in Carmel, Indiana, the original executed copies of the
Western Assignments and the Western Guarantees, together with the
books and records pertaining thereto and to Western's performance
of its obligations thereunder prior to the date hereof. Conseco
shall deliver to WNC at its offices in Houston, Texas, the original
executed copies of the Conseco Guarantees, together with the books
and records pertaining thereto and to Conseco's performance of its
obligations thereunder prior to the date hereof. The parties
hereto further agree to execute and deliver such further
documentation, including specific instruments of assignment, as may
be reasonably necessary to effectuate the transactions provided for
in this Agreement.
IN WITNESS WHEREOF, this Agreement has been entered into on
the date first set forth above.
CONSECO, INC.
By:
-----------------------------------------
WESTERN NATIONAL CORPORATION
By:
-----------------------------------------
WESTERN NATIONAL LIFE INSURANCE COMPANY
By:
-----------------------------------------
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000719241-94-000019 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Tue., Apr. 30, 9:16:32.1pm ET 
